DEF 14A of ChargePoint Holdings, Inc., May 25, 2023

DEF 14A of ChargePoint Holdings, Inc.

Filed May 25, 2023 · FY20230001193125-23-154214

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS ChargePoint Holdings, Inc.’s Board of Directors (the “Board”) is divided into three classes, designated Class I, Class II and Class III. Each class consists, as nearly as may be possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled solely by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class to which such director shall have been appointed or assigned, and until his or her successor is duly elected and qualified, subject to his or her earlier death, disqualification, resignation or removal. The Board presently has eleven members. There are four directors in the class whose term of office expires in 2023, Pasquale Romano, Elaine Chao, Bruce Chizen and Michael Linse. The Board has proposed that each of Pasquale Romano, Elaine Chao, Bruce Chizen and Michael Linse be elected as a Class III director at the Annual Meeting. The nominees listed below are currently directors of the Company and were each recommended for election by the Nominating and Corporate Governance Committee of the Board. Mr. Romano is currently the Chief Executive Officer of the Company and was appointed to the Board of Directors of Legacy ChargePoint (the “Legacy ChargePoint Board”) in February 2011, Ms. Chao was appointed to the ChargePoint Board in November 2021, Mr. Chizen is currently the Chairman of the Board and was appointed to the Legacy ChargePoint Board in December 2014 and Mr. Linse was appointed to the Legacy ChargePoint Board in April 2012. If elected at the Annual Meeting, the nominees would serve until the 2026 annual meeting and until the election and qualification of her or his successor or, if sooner, her or his death, disqualification, resignation or removal. The Company encourages but does not require its directors to attend its annual meetings. Nine of our eleven directors attended our annual meeting of stockholders in 2022. Directors are elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Proxies cannot be voted for more than one person. Each nominee nominated by the Board to serve as Class III director must receive the most “For” votes (among votes properly cast online during the meeting or by proxy) of nominees for the vacancies in such director class in order to be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, “For” the election of the nominees named below. Only votes “For” will affect the outcome. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each of our Class I, Class II and Class III directors.

  2. ELECTION OF DIRECTORS

    | | Class | Age | Position | Director Since** | Current Term Expires | Expiration of Term for which Nominated | | Class III Nominees | | | | | | | | Pasquale Romano | III | 57 | President and Chief Executive Officer, Director | 2011 | 2023 | 2026 | | Elaine L. Chao | III | 70 | Director | 2021 | 2023 | 2026 | | Bruce Chizen(1)(3) | III | 67 | Chairman of the Board | 2014 | 2023 | 2026 | | Michael Linse(3*) | III | 48 | Director | 2012 | 2023 | 2026 | | Class I and Class II Continuing Directors | | | | | | | | Roxanne Bowman(1) | I | 56 | Director | 2019 | 2024 | — | | Axel Harries | I | 58 | Director | 2016 | 2024 | — | | Mark Leschly(1*)(3) | I | 54 | Director | 2009 | 2024 | — | | Ekta Singh-Bushell(2) | I | 51 | Director | 2022 | 2024 | — | | Jeffrey Harris(2*) | II | 67 | Director | 2018 | 2025 | — | | Susan Heystee(2) | II | 61 | Director | 2021 | 2025 | — | | G. Richard Wagoner, Jr.(2) | II | 70 | Director | 2017 | 2025 | — |

  3. ELECTION OF DIRECTORS

    | * Signifies Chair of the Committee |

  4. ELECTION OF DIRECTORS

    | ** Based on service on the boards of ChargePoint and Legacy ChargePoint |

  5. ELECTION OF DIRECTORS

    | (1) Member of the Nominating and Corporate Governance Committee |

  6. ELECTION OF DIRECTORS

    | (2) Member of the Audit Committee |

  7. ELECTION OF DIRECTORS

    | (3) Member of the Compensation and Organizational Development Committee |

  8. CLASS III NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2026 ANNUAL MEETING

    CLASS III NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2026 ANNUAL MEETING Pasquale Romano has served as President and Chief Executive Officer and a member of the Board for ChargePoint since February 26, 2021 and has held the same positions at Legacy ChargePoint since February 2011. Prior to ChargePoint, Mr. Romano co-founded 2Wire, Inc., a provider of broadband service delivery platforms, where he served as its President and Chief Executive Officer from October 2006 until July 2010 when 2Wire, Inc. was acquired by Pace plc. In 1989, he co-founded Fluent, Inc., a digital video networking company and served as its Chief Architect until the company was sold to Novell Corporation in 1993. In August 2022, Mr. Romano was appointed to President Biden’s National Infrastructure Advisory Council which advises the White House on how to reduce physical and cybersecurity risks and improve the security and resilience of the nation’s critical infrastructure sectors. Mr. Romano holds an A.B. in Computer Science from Harvard University and an M.S. from Massachusetts Institute of Technology. We believe Mr. Romano is qualified to serve as a member of our Board due to his extensive executive management, public policy, and technology industry leadership experience. Elaine L. Chao has served as a member of the ChargePoint Board since November 30, 2021. Ms. Chao served as the U.S. Secretary of Transportation from January 2017 to January 2021 and the U.S. Secretary of Labor from January 2001 to January 2009. Ms. Chao has served as a director for numerous public companies and currently serves as a director for Embark Technology, Inc., since March 2021, and for The Kroger Co., since August 2021. Ms. Chao served as a director for Hyliion Holdings Corp from August 2021 to March 2023. Ms. Chao holds a bachelor’s degree in economics from Mount Holyoke College and a Master in Business Administration from the Harvard Business School. We believe that Ms. Chao is qualified to serve as a director of the Company due to her experiences in the public, private and nonprofit sectors, extensive public policy experience and her extensive public company services. Bruce Chizen has served as a member of ChargePoint’s Board since February 26, 2021 and previously served as a director of Legacy ChargePoint since December 2014. Mr. Chizen is currently an independent consultant and has served as Senior Adviser to Permira Advisers LLP, a private equity fund, since July 2008, and as a Venture Partner at Voyager Capital, a venture capital firm, since August 2009. He has also served as an Operating Partner for Permira Growth Opportunities, a private equity fund since June 2018. From 1994 until 2008, Mr. Chizen served in a number of positions at Adobe Systems Incorporated, a provider of design, imaging and publishing software, including as its Chief Executive Officer from 2000 until 2007, President from 2000 until 2005, acting Chief Financial Officer from 2006 until 2007 and Strategic Advisor from 2007 until 2008. Mr. Chizen currently serves as a director of Synopsys, Inc. since April 2001, Oracle Corporation since July 2008, and Informatica Inc. since August 2015. Mr. Chizen holds a bachelor’s degree from Brooklyn College, City University of New York. We believe Mr. Chizen is qualified to serve as a member of our Board based on his extensive executive leadership experience in digital media and software. Michael Linse has served as a member of ChargePoint’s Board since February 26, 2021 and previously served as a director of Legacy ChargePoint since April 2012. Mr. Linse has served as the Founder and Managing Director of Linse Capital LLC since October 2015, a growth equity firm investing in late-stage technology companies, and Levitate Capital, a venture capital firm, since March 2017. Prior to founding Linse Capital, Mr. Linse served as a partner at Kleiner Perkins Caufield & Byers (“KPCB”) from 2008 until March 2016. Prior to joining KPCB, Mr. Linse worked at Goldman Sachs for over a decade, most recently as Managing Director of the alternative energy investing team. Mr. Linse currently serves as a director of Valens Semiconductor Ltd. Mr. Linse holds a B.A. in Economics from Harvard University and an M.B.A. from Harvard Business School. We believe Mr. Linse is qualified to serve as a member of our Board based on his extensive experience in corporate finance and investing in alternative energy space.

  9. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES IN CLASS III

    THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NAMED NOMINEES IN CLASS III

  10. BOARD AND CORPORATE GOVERNANCE

    BOARD AND CORPORATE GOVERNANCE

  11. Continuing Directors

    Continuing Directors In addition to the director nominees, ChargePoint has seven other directors who will continue in office after the Annual Meeting with terms expiring in 2024 and 2025. The following includes a brief biography of each director composing the remainder of the Board with terms expiring as shown, with each biography including information regarding the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the applicable director should serve as a member of our Board.

  12. Class I Directors Continuing in Office Until the 2024 Annual Meeting

    Class I Directors Continuing in Office Until the 2024 Annual Meeting Roxanne Bowman has served as a member of ChargePoint’s Board since February 26, 2021 and previously served as a director of Legacy ChargePoint since August 2019. Ms. Bowman has served as Operating Executive at NMS Capital, a private investment firm, since March 2019. From September 2013 to November 2018, Ms. Bowman served as Chief Executive Officer of PowerTeam Services, LLC, a gas and electric utility service provider. Ms. Bowman holds a B.S. in Electrical Engineering from Clemson University and an M.B.A. from the Pamplin College of Business at Virginia Polytechnic Institute and State University. We believe Ms. Bowman is qualified to serve as a member of our Board based on her wide-ranging experience in management, sales, marketing and strategic planning within the utilities industry. Axel Harries has served as a member of ChargePoint’s Board since February 26, 2021 and previously served as a director of Legacy ChargePoint since October 2016. Mr. Harries has served as Vice President of Product Management and Sales for Mercedes-Benz AG, an automotive manufacturing and supply company, since June 2017. Prior to this, from June 1993 to June 2017, Mr. Harries held several roles at Daimler AG, including leading the Connected, Autonomous, Shared & Services and Electric Drive unit, which is responsible for all-electric vehicle architecture from July 2016 to June 2017 and Quality Management of Mercedes-Benz Cars from July 2014 until July 2016 and Head of the G-Wagon Business Unit at Mercedes-Benz Cars from July 2008 until June 2014. Mr. Harries studied product engineering with finance and management accounting at Furtwangen University, Germany. We believe Mr. Harries is qualified to serve as a member of our Board based on his extensive management experience in the automotive industry and knowledge of Europe’s auto charging market. Mark Leschly has served as a member of ChargePoint’s Board since February 26, 2021 and previously served as a director of Legacy ChargePoint since December 2009. Since July 1999, Mr. Leschly has served as a managing partner of Rho Capital Partners, Inc., an investment and venture capital management company. Since 2017, Mr. Leschly has been the chairman and chief executive officer of Universal Tennis, LLC, which is the developer of a software platform for tennis analytics and tournament management. Since 2014, Mr. Leschly has also been the owner and managing member of Iconica LLC, which primarily focuses on investments at the intersection of sports, media and technology. Mr. Leschly served as a director of NGM Biopharmaceuticals, Inc. from January 2008 to May 2022. Mr. Leschly holds an M.B.A. from Stanford Graduate School of Business and a B.A. from Harvard University. We believe Mr. Leschly is qualified to serve as a member of our Board based on his extensive experience in corporate finance and investing in energy companies. Ekta Singh-Bushell has served as a member of ChargePoint’s Board since April 5, 2022. From May 2016 to June 2017, Ms. Singh-Bushell served as deputy to the first vice president, chief operating officer executive office, at the Federal Reserve Bank of New York. Prior to 2016, Ms. Singh-Bushell worked at Ernst & Young, serving in various roles including global IT Effectiveness leader, U.S. innovation & digital strategy leader, and chief information security officer. Ms. Singh-Bushell has served as a director for numerous public companies including, TTEC Holdings, Inc., since May 2017, Lesaka Technologies Inc., since October 2018, Huron Consulting Group, since May 2019. Ms. Singh-Bushell previously served as director of Designer Brands, Inc. from September 2018 until May 2022. Ms. Singh-Bushell received her Master of Science in Electrical Engineering & Computer Science from the University of California, Berkeley and her undergraduate degree in engineering from the University of Poona, India. We believe that Ms. Singh-Bushell is qualified to serve as a director due to her operational experiences with finance, audit, technology and cybersecurity matters and her prior public company services.

  13. Class II Directors Continuing in Office Until the 2025 Annual Meeting

    Class II Directors Continuing in Office Until the 2025 Annual Meeting Jeffrey Harris has served as a member of ChargePoint’s Board since February 26, 2021 and previously served as a director of Legacy ChargePoint since December 2018. In 2012, Mr. Harris founded Global Reserve Group LLC, a financial advisory and investment firm focused primarily on the energy and technology industries. In addition, he has been a Venture Partner of Quantum Energy Partners, a private equity firm focused on the energy industry, since 2012. Previously, Mr. Harris was a managing director of Warburg Pincus LLC, a private equity firm, from 1983 until 2011. Mr. Harris served as a director of Knoll, Inc., until July 2021 and of InterPrivate II Acquisition Corp., until December 2022. Mr. Harris holds a B.S. in Economics from the Wharton School of the University of Pennsylvania and an M.B.A. from Harvard Business School. We believe Mr. Harris is qualified to serve as a member of our Board based on his extensive financial expertise and knowledge of the energy industry and clean technology. Susan Heystee has served as a member of ChargePoint’s Board since May 26, 2021. From January 2017 to June 2018, Ms. Heystee was Senior Vice President of Global Automotive Business at Verizon Connect, a fleet management solutions software company. Prior to Verizon Connect, Ms. Heystee served as Executive Vice President of Global Sales and OEM Business at Telogis, Inc. which was acquired by Verizon in July 2016, from February 2010 to December 2016. Ms. Heystee has served as a director of Ouster, Inc., since September 2018. Ms. Heystee holds Bachelor’s degrees in mathematics and business from the University of Waterloo and has completed the Advanced Management Program at Harvard Business School. We believe that Ms. Heystee is qualified to serve as a member of our Board of Directors due to her extensive experience in the technology sector and knowledge of market driven strategies. G. Richard Wagoner, Jr. has served as a member of ChargePoint’s Board since February 26, 2021 and previously served as a director of Legacy ChargePoint since February 2017. From 1977 to 2009, Mr. Wagoner held numerous senior positions at General Motors Corporation, including Chairman and Chief Executive Officer from 2003 to 2009. Mr. Wagoner currently serves as a director of Invesco Ltd., since October 2013, and Graham Holdings Inc., since June 2010. Mr. Wagoner previously served as a director of Aleris Corporation from August 2010 until April 2020. Mr. Wagoner holds a bachelor’s degree from Duke University and an M.B.A. from Harvard Business School. We believe Mr. Wagoner is qualified to serve as a member of our Board based on his extensive experience in the automobile industry, general management experience and public company board service.

  14. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, and high personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of ChargePoint, having demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of our stockholders. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee considers diversity (including race, ethnicity, national origin, gender and sexual orientation), age, skills, and such other factors as it deems appropriate given the current needs of the Board and the Company to maintain a balance of knowledge, experience and capability. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for NYSE purposes, which determination is based upon applicable NYSE listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, including direct inquiry from the then appointed members of the Board, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote of those present at a meeting at which a quorum is present.

  15. Fiscal Year 2023 Director Compensation

    Fiscal Year 2023 Director Compensation

  16. Equity Awards

    Equity Awards Non-employee directors receive automatic grants of equity awards under our 2021 Equity Incentive Plan. Upon joining the Board, a new non-employee director will receive restricted stock units (“RSUs”) with an approximate grant date value of $350,000. This new director equity award will vest in three annual installments on each anniversary of the date of grant subject to the director’s continued service on the Board through each such anniversary. In connection with each annual meeting of stockholders, each non-employee director who will continue to serve on our Board (other than a director who joined the Board within three months prior to the annual meeting) will receive RSUs with an approximate grant date value of $185,000 ($92,500 in the case of a non-employee director who joined the Board at least three, but less than six, months prior to the date of the annual meeting). The number of RSUs subject to both the new director equity awards and the annual equity awards is determined by dividing the target equity value allocated to such award by the average closing price of the Company’s Common Stock during the 20 trading days ending on (and including) the trading day prior to the date of grant, rounded down to the nearest whole share. These annual equity awards will vest in full on the earlier of the one-year anniversary of the date of grant or the date of the next annual meeting of stockholders subject to the director’s continued service on the Board through such date. Both new director equity awards and annual equity awards will vest in full in the event of a change in control while the non-employee director remains in service. The following table sets forth information regarding the compensation of ChargePoint’s non-employee directors during the fiscal year ended January 31, 2023.

  17. Equity Awards

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Roxanne Bowman | 40,000 | 162,349 | 202,349 | | Elaine L. Chao | 40,000 | 162,349 | 202,349 | | Bruce Chizen | 70,000 | 162,349 | 232,349 | | Axel Harries | 40,000 | 162,349 | 202,349 | | Jeffrey Harris | 60,000 | 162,349 | 222,349 | | Susan Heystee | 40,000 | 162,349 | 202,349 | | Mark Leschly | 48,000 | 162,349 | 210,349 | | Michael Linse | 55,000 | 162,349 | 217,349 | | Ekta Singh-Bushell(3) | 40,000 | 415,052 | 455,052 | | G. Richard Wagoner, Jr. | 40,000 | 162,349 | 202,349 |

  18. Equity Awards

    | (2) As of January 31, 2023, the following individuals who served as non-employee directors during the year had outstanding equity awards with respect to the following number of shares: Bowman - options to purchase 348,810 shares and 13,563 RSUs; Chao - 24,411 RSUs; Chizen - options to purchase 338,640 shares and 13,563 RSUs; Harries, Harris, Leschly and Linse - each 13,563 RSUs; Heystee - 21,617 RSUs; Singh-Bushell - 23,912 RSUs; and Wagoner - options to purchase 379,717 shares and 13,563 RSUs. |

  19. Equity Awards

    | (3) Ms. Singh-Bushell joined the Board on April 5, 2022, and was granted an initial non-employee director award of 17,131 RSUs on April 5, 2022, with a grant date fair value of $333,883. The RSUs are scheduled to vest equally over 3 years, subject to the director’s continued service through such date. Because Ms. Singh-Bushell joined the Board within six months of our annual stockholder meeting she was eligible to receive 50% of the annual non-employee director award, and as a result, was granted an annual award of 6,781 RSUs on July 12, 2022, with a grant date fair value of $81,169. The RSUs are scheduled to vest fully on the earlier of the one-year anniversary of the date of grant or the date of the regular annual meeting of the Company’s stockholders held in the year following the date of grant. |

  20. Fiscal 2023 Executive Compensation Highlights

    | • | Equity awards to the named executive officers reflected a two-year front-load of equity compensation for fiscal 2023 and fiscal 2024. The fiscal 2023 equity awards provided to our executive officers were intended to reflect two years of equity incentive compensation and includes an additional fifth year of vesting to ensure the front-loaded nature of the grant does not result in less retention over time. As a result of the design of the fiscal 2023 RSU and PRSU awards, described below we do not intend to grant additional equity awards to our named executive officers during fiscal 2024, other than in the event of a substantial change in roles or responsibilities for such executive officer. Further, a portion of the fiscal 2023 equity awards were structured to provide the named executive officers with stock price appreciation objectives, as described below, as well as to provide for significant employment retention incentives following our transition to a publicly traded company. |

  21. Fiscal 2023 Executive Compensation Highlights

    | • | Our equity compensation program includes performance-based restricted stock units. Beginning in fiscal 2023, we awarded equity in the form of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”), with each named executive officer provided 50% of the aggregate target value of their equity awards in the form of RSUs and 50% of such value in the form of PRSUs. The PRSUs require stock price appreciation objectives to be achieved within five years of the date of grant of such awards and are designed with a progressive earnout schedule so that a higher percentage of the total award is earned when the highest stock price goals are achieved. For each PRSU award, the performance-based condition is satisfied for a respective percentage of the award upon achievement of the following price appreciation targets for our common stock: |

  22. Fiscal 2023 Executive Compensation Highlights

    In addition, each PRSU award includes a corresponding five-year service-based vesting requirement. The PRSUs service-based vesting dates are each March 20th, June 20th, September 20th, and December 20th annually during the service period. PRSUs that satisfy the achievement of service-based conditions but have not satisfied performance-based conditions are not vested and not released. Conversely, in the event any performance-based condition is satisfied with respect to the PRSUs, any portions of the PRSUs awards that have satisfied the service-based conditions will be deemed fully vested and will be released. Finally, the RSU and PRSU service-based vesting schedules for our CEO, Mr. Romano, is back-end loaded to increase retention so that such awards vest in equally quarterly installments commencing on June 20, 2024, subject, in the case of the PRSU award, to achievement of the same stock price appreciation targets applicable to our other named executive officers.

  23. Fiscal 2023 Executive Compensation Highlights

    | fiscal 2023 will not vest, and will be forfeited, in the event the PRSUs fail to meet the designated performance-based objectives. Our fiscal 2023 PRSU awards are viewed as an integral part of our executive compensation program and comprise a primary “performance-based” portion of our named executive officer’s total compensation. As of January 31, 2023, no portion of the PRSUs had vested. In addition, our executive 2023 annual performance-based cash bonus opportunities (the “2023 Cash Bonus”) are subject to meeting financial performance objectives that are designed to be aligned with our long-term strategy. In fiscal 2023, our 2023 Cash Bonus awards were paid pursuant to our bonus formula and our Chief Executive Officer and other named executive officers received an aggregate cash bonus equal to 75% of their target annual cash bonuses under the 2023 Cash Bonus. These bonuses were tied to achievement of our annual financial performance objectives, which were set at levels designed to be aggressive but achievable with significant effort, as further detailed below under “Executive Compensation - 2023 Cash Bonus.” For more information about the “performance-based” portion of the total compensation awarded to our executive officers in fiscal 2023, see the section “Executive Compensation – Performance-Based Compensation” set forth below. |

  24. Executive Compensation Policies and Practices

    | • | Independent Compensation Committee Consultant—The Compensation Committee engaged its own compensation consultant to assist with its fiscal 2023 compensation reviews and determinations. This consultant performed no other consulting or other services for us during fiscal 2023. |

  25. Executive Compensation Policies and Practices

    | • | Establishing Peer Compensation Group—The Compensation Committee utilizes a compensation peer group for comparative compensation purposes, which is evaluated on an annual basis with the assistance of the Compensation Committee’s independent compensation consultant. |

  26. Executive Compensation Policies and Practices

    | • | Multiple Performance Metrics: We use more than one performance metric for our annual cash incentive bonus program which is linked to our financial objectives and a minimum threshold of each performance metric must be achieved to fund the annual cash incentive bonus program. |

  27. Executive Compensation Policies and Practices

    | • | “At Risk” Long-Term Performance-Based Equity Incentives: A substantial portion of our named executive officers’ equity incentive awards in fiscal 2023 were PRSUs, with vesting tied to an increased trading price of our common stock and time-based vesting. |

  28. Executive Compensation Policies and Practices

    | • | No Post-Employment Tax Reimbursements: We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change in control payments or benefits. |

  29. Executive Compensation Policies and Practices

    | • | “Double-Trigger” Change in Control Arrangements: All cash-based change in control payments and benefits for our current executive officers are based on a “double-trigger” arrangement (that is, they require both a change in control plus a qualifying termination of employment before payments and benefits are paid). |

  30. Role of Compensation Consultant

    Role of Compensation Consultant In fiscal 2023, the Compensation Committee engaged FW Cook, a national compensation consulting firm. FW Cook assisted the Compensation Committee in developing a compensation peer group, conducting a review of the compensation of our executive officers, as well as support on other ad hoc matters throughout the year. In fiscal 2023, the Compensation Committee assessed the independence of FW Cook and determined that no conflict existed that would prevent FW Cook from independently representing the Compensation Committee.

  31. Competitive Data

    Competitive Data Our Board and Compensation Committee believe that competitive compensation data provides useful context in making compensation decisions even though our Board and Compensation Committee do not make decisions based solely on compensation data. The Compensation Committee regularly reviews market compensation levels to determine whether total compensation for our executives remains competitive and adjusts when deemed appropriate. Prior to fiscal 2023, the Compensation Committee assesses the competitive market based on survey data. However, beginning in fiscal 2023, the Compensation Committee adopted a peer group of companies to evaluate the competitive market. Working with FW Cook, the Compensation Committee established criteria for the committee to consider peer group companies for evaluating the competitiveness of the Company’s executive compensation program. The criteria generally excluded companies that recently went public either through an initial public offering or by means of a transaction similar to the Business Combination because the data available and the structure of those companies’ compensation programs was viewed as too underdeveloped to use as a metric for our fiscal 2023 compensation decisions. The criteria included U.S.-based companies with market capitalizations between $1.5 billion and $25 billion, with a focus on companies in the electrical, software, automotive and technology related fields. The analysis included a review of the relevant peer group companies’ trailing last twelve-month revenue, market capitalization, number of worldwide employees and annualized total shareholder return. The peer companies used by the Compensation Committee for pay comparisons and for evaluating relative performance leading to approval of fiscal 2023 executive compensation are shown below (the “Peer Data”). The median annual revenue of the peer group at the time it was approved was approximately $505 million and the average market capitalization of the peer group at the time it was approved was approximately $10 billion.

  32. Competitive Data

    | Fiscal 2023 Peer Group | | | | Alteryx, Inc. | Enphase Energy, Inc. | Sunnova Energy International, Inc. | | Anaplan, Inc. | Five9, Inc. | Sunrun Inc. | | AppFolio, Inc. | Novanta Inc. | Universal Display Corporation | | Cognex Corporation | Plug Power Inc. | Vicor Corporation | | Coupa Software Incorporated | Power Integrations, Inc. | Zscaler, Inc. |

  33. Competitive Data

    The Peer Data was changed after making compensation decisions for fiscal 2023 in order to better reflect our updated market capitalization and the relative market capitalization of the members of the Peer Data. The changes included removing Anaplan, Inc. Enphase Energy, Inc., Sunnova Energy International, Inc. and Zscaler, Inc. due to differences in market capitalization, and primary geographic location or labor market. Those companies were replaced with additional companies chosen for industry overlap, similar market capitalization, and projected growth valuation. The companies added to the Peer Data for fiscal year 2024 include Bloom Energy Corporation, Fastly, Inc., Lyft, Inc., New Relic, Inc., Teradata Corporation, and Vontier Corporation.

  34. Compensation Setting Process

    | • | An analysis of competitive market conditions and the peer group described above; and |

  35. Compensation Elements

    Compensation Elements The annual compensation of our named executive officers consists of three principal elements: base salary; annual cash bonus opportunities; and long-term incentives in the form of equity awards. The RSU and PRSU awards issued to our named executive officers in fiscal 2023 were designed to cover two years of equity award compensation applicable to fiscal years 2023 and 2024 and included an extended vesting schedule of five years. The structure of the awards and the vesting schedule is designed as though the RSU and PRSU awards were granted on an annual schedule over two consecutive years. The purpose of such a design was to properly incentivize our named executive officers to maintain a strong ownership mentality, to enhance immediate employment retention and to increase the potential compensation reward from equity holdings without granting more equity compensation than otherwise would have been awarded over the two years. As a result of the design of the fiscal 2023 RSU and PRSU awards we do not intend to grant additional equity awards to our named executive officers during fiscal 2024, other than in the event of a substantial change in roles or responsibilities for such executive officer. The design of our executive compensation program is influenced by a variety of factors. We do not have a specific policy on the percentage allocation between short-term and long-term compensation elements. We also do not target specific percentiles and consider both Peer Data and internal relationships, contributions, experience, performance, and roles when making named executive officer compensation decisions. While the pay mix may vary from year to year, the ultimate goal is to achieve our compensation objectives as described above.

  36. 2023 Cash Bonus

    2023 Cash Bonus Our 2023 Cash Bonus program was designed to incentivize achievement of key annual financial performance objectives. Each of our named executive officers has a target bonus expressed as a percentage of the officer’s base salary. These target bonus opportunities are typically reviewed annually. The resulting fiscal 2023 target bonus opportunities for our named executive officers were:

  37. 2023 Cash Bonus

    | Named Executive Officer | Fiscal 2022 Target Bonus Opportunity (as a percentage of base salary) | Fiscal 2023 Target Bonus Opportunity (as a percentage of base salary) | | Mr. Romano | 100% | 100% | | Mr. Jackson | 75% | 75% | | Mr. Hughes(1) | 100% | 75% | | Mr. Sidle | 50% | 50% | | Mr. Wilmer(2) | N/A | 75% |

  38. 2023 Cash Bonus

    | (1) Prior to fiscal 2023, Mr. Hughes was eligible to earn quarterly commissions up to an amount equal to 100% of his annual salary, with certain accelerators. In fiscal 2023, Mr. Hughes participated in our 2023 Cash Bonus program available to all our named executive officers and his target bonus opportunity was adjusted accordingly. |

  39. 2023 Cash Bonus

    | (2) Mr. Wilmer joined the Company on July 11, 2022, as our Chief Customer and Operations Officer with a target bonus opportunity of 50% of salary. Mr. Wilmer’s target bonus opportunity was increased to 75% of salary on December 22, 2022, in connection with his appointment as our Chief Operating Officer. Mr. Wilmer’s final fiscal 2023 target bonus was pro-rated based on the number of days served during the period when he was eligible for a 50% of salary and 75% of salary target bonus opportunity, respectively. |

  40. 2023 Cash Bonus

    For fiscal 2023, our Compensation Committee selected annual revenue and adjusted EBITDA as the performance metrics for our 2023 Cash Bonus program. These metrics were selected to balance top-line growth with a profitability measure to support growth in a disciplined manner with an objective to achieve future positive cash flow within our publicly-stated objectives. Revenue represents the Company’s total revenue measured in accordance with generally accepted accounting principles (GAAP). The Compensation Committee believes annual revenue is the best measure of overall sales performance for the Company and closely aligns with our stockholders’ expectations for our growth. For purposes of the 2023 Cash Bonus, adjusted EBITDA is defined as our non-GAAP gross margin minus non-GAAP operating expenses plus depreciation. The Compensation Committee believes adjusted EBITDA provides the correct and appropriate incentives for the management team to balance the growth and expansion of ChargePoint with its announced positive cash flow and profitability objectives. The 2023 Cash Bonus program included two separate factors, a formulaic factor tied to the revenue and adjusted EBITDA performance metrics and a qualitative factor tied to a potential adjustment, which, when both added together, resulted in a maximum target bonus pool percentage of 200%. With regard to the formulaic factor, each performance metric of the 2023 Cash Bonus was weighted 50% and in order for our named executive officers to earn any bonus under this factor, we had to achieve at least 81.5% of the annual revenue target and 73.9% of the adjusted EBITDA target. The payout for the formulaic component of the 2023 Cash Bonus could be increased to 150% in the event the management team achieved up to 110% of the annual revenue target and 120% of the adjusted EBITDA target or could be decreased to 50% in the event we achieved the minimum targets for annual revenue and adjusted EBITDA. With respect to each performance metric, the target bonus percentage was adjusted using linear interpolation for achievement of final performance metrics between the minimum and maximum performance goals. We consider these specific target performance goals to be confidential commercial and financial information, the disclosure of which could result in competitive harm to us. The goals were designed to be challenging but achievable with strong execution against our operating plan. The second factor used in the 2023 Cash Bonus program was an independent potential qualitative factor adjustment equal to any percentage within the range of plus or minus (+/-) 50% based on the Compensation Committee’s qualitative assessment of the Company’s performance relative to the revenue and adjusted EBITDA goals, in addition to special or significant achievements with respect to employees, customers, partners and stockholders. We achieved 85% of the revenue target and 91% of the adjusted EBITDA target resulting in an aggregate 2023 Cash Bonus payout formulaic percentage of 75%. The Compensation Committee and Board did not apply any qualitative factor adjustment to the final 2023 Cash Bonus payout so the final 2023 Cash Bonus reflected only the achievement of the formulaic factor. As a result of the achievement of 75% of the 2023 Cash Bonus performance goals, our named executive officers became eligible for a cash bonus equal to 75% of their respective fiscal 2023 target bonus opportunity as set forth in the table above. The final 2023 Cash Bonus amounts payable to our named executive officers for fiscal 2023 appear in the “Non-Equity Incentive Plan Compensation” column of our Fiscal Year 2023 Summary Compensation Table below.

  41. Equity Compensation

    Equity Compensation Equity awards are an important part of our executive compensation strategy as we believe they help align our named executive officers’ long-term incentives with those of our stockholders and provide longer term retention incentives. Prior to the Business Combination, we used stock options as our primary form of equity compensation. Following completion of the Business Combination in fiscal 2022, we introduced RSUs as our primary equity compensation vehicle. In general, we grant RSUs in connection with the hire and promotion of a named executive officer and in connection with retention purposes aligned with our annual review process. In fiscal 2023, we introduced PRSUs for the purpose of more completely aligning our overall executive compensation objectives with specific and measurable shareholder total return goals tied to increasing our common stock price. As a result, in fiscal 2023, our total equity compensation strategy was 50% time-based RSUs and 50% PRSUs. The RSU and PRSU awards issued to our named executive officers in fiscal 2023 were designed to cover two years of equity award compensation applicable to fiscal years 2023 and 2024 and included an extended vesting schedule of five years. The structure of the awards and the vesting schedule is designed as though the RSU and PRSU awards were granted on an annual schedule over two consecutive years. The purpose of such a design was to properly incentivize our named executive officers to maintain an ownership mentality, to enhance immediate employment retention, and to increase the potential compensation reward from equity holdings without granting more equity compensation than otherwise would have been awarded over the two years. We believe that this design aligns our executives’ interests with those of our stockholders through stock price appreciation targets that correlate with our stockholders’ total return and are tied to increasing our common stock price. As a result of the design of the fiscal 2023 RSU and PRSUs, we do not intend to grant additional equity awards to our named executive officers during fiscal 2024, other than in the event of a substantial change in roles or responsibilities of such executive officer. RSU Grants In fiscal 2023, our named executive officers received RSU awards, with the size of these RSU awards determined after a review of each officer’s role, responsibilities and performance, each officer’s existing equity position, our overall compensation and retention objectives and the Peer Data. The RSU awards granted in fiscal 2023 to our named executive officers are set forth below. The grant date fair value of these fiscal 2023 RSU awards are included in the “Stock Awards” column of our Fiscal Year 2023 Summary Compensation Table:

  42. Equity Compensation

    | Name | Grant Date Value of RSUs ($) | | Pasquale Romano(1) | 8,248,673 | | Rex Jackson(2) | 4,124,336 | | Michael Hughes(2) | 4,124,336 | | Eric Sidle(2) | 1,649,725 | | Rick Wilmer(3) | 4,944,190 |

  43. Equity Compensation

    | (1) The RSUs are subject to a service-based vesting requirement, which will be satisfied over a 3-year period starting after June 20, 2024, with respect to 1/12th of the shares underlying the RSU quarterly, provided that Mr. Romano remains in continuous service on each such vesting date. |

  44. Equity Compensation

    | (2) The RSUs are subject to a service-based vesting requirement, which will be satisfied over a 5-year period commencing on June 20, 2022, with respect to 1/20th of the shares underlying the RSU quarterly, provided that the executive officer remains in continuous service on each such vesting date. |

  45. Equity Compensation

    | (3) Mr. Wilmer was granted two separate RSU awards in fiscal 2023. $3,336,539 of the RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 5-year period pursuant to which 20% of the RSUs will vest on June 20, 2023, and the remainder will vest in equal quarterly installments thereafter, provided that Mr. Wilmer remains in continuous service on each such vesting date. $1,607,651 of the RSUs are subject to a service-based vesting requirement, which will be satisfied over a 4-year period commencing on March 20, 2023, with respect to 6.25% of the RSUs and the remainder in equal quarterly installments thereafter, provided that Mr. Wilmer remains in continuous service on each such vesting date. |

  46. Equity Compensation

    Our CEO, Mr. Romano, was granted a significant option award in fiscal 2021 and was not granted an RSU award in fiscal 2022 at the time when the then-serving named executive officers were granted equity awards. A substantial portion of Mr. Romano’s existing outstanding unvested equity is scheduled to vest in January 2024. As a result, in order to provide sufficient incentive and retention objectives, our CEO’s fiscal 2023 RSU award was granted so that it does not commence vesting until June 2024 and vests in quarterly installments thereafter for three years to align with the vesting schedule of the fiscal 2023 RSU awards granted to our other executive officers. The RSU awards for our other named executive officer vest over five years, rather than the four-year schedule we use for most employee grants to reflect that the grant is intended to cover two years of equity compensation and should not vest sooner than as if the awards were granted under an annual award schedule in consecutive years. Mr. Wilmer was granted two RSUs awards in fiscal 2023. The initial RSU award, in the amount of 217,932 shares, was granted to Mr. Wilmer in connection with his initial hiring as our Chief Customer and Operations Officer in July 2022. Mr. Wilmer’s second RSU award, in the amount of 180,635 shares, was granted to him December 2022, in connection with his promotion to Chief Operating Officer. PRSU Grants In fiscal 2023, we introduced PRSUs as an element of our executive compensation program, with our named executive officers receiving PRSU awards as 50% of their target annual equity grant. The size of these awards was determined in fiscal 2023 after a review of each officer’s role, responsibilities and performance, each officer’s existing equity position, our overall compensation and performance-based objectives and the Peer Data. Vesting of the PRSUs is dependent upon the satisfaction of both performance- and service-based conditions. The performance-based condition is achieved if the closing price of our common stock is greater than or equal to the applicable stock price appreciation target for at least 20 consecutive trading days at any time during the five-year performance period for the PRSU awards, ending on the fifth anniversary of the date of grant. There are three stock appreciation targets applicable to each PRSU award, the achievement of which will cause the performance-based condition to be satisfied with respect to the following percentage of each award (each of which we refer to as a tranche):

  47. Equity Compensation

    | • | $17 per share/25% of the total PRSUs; |

  48. Equity Compensation

    | • | $22 per share/35% of the total PRSUs; and |

  49. Equity Compensation

    | • | $30 per share/40% of the total PRSUs. |

  50. Equity Compensation

    Other than in the case of the PRSUs granted to our CEO, Mr. Romano, which is described below, the PRSUs are also subject to service-based vesting conditions prior to and following achievement of the market condition, with vesting occurring quarterly over five-years from the date of grant. PRSUs that satisfy the achievement of service-based conditions but have not satisfied performance-based conditions are not vested and not released. Conversely, in the event any performance-based condition is satisfied with respect to the PRSUs, any portions of the PRSUs awards that have satisfied the service-based conditions will be deemed fully vested and will be released. PRSUs earned by our CEO, Mr. Romano, is subject to a back-end loaded service-based vesting schedule with quarterly installments over a three-year period beginning June 2024 until June 2027. The purpose of including a service-based vesting condition to the performance-based stock performance requirement is designed to ensure that a high performing management team is retained after performance-based performance goals are achieved. PRSUs that do not satisfy the performance-based stock price conditions are not eligible to vest and will be forfeited five years after the date of grant. Once the performance-based condition for an applicable tranche has been achieved, the PRSUs service-based vesting dates are each March 20th, June 20th, September 20th, and December 20th. As of January 31, 2023, no portion of the PRSUs had vested. The PRSU awards granted in fiscal 2023 to our named executive officers are set forth below. The grant date fair value of these fiscal 2023 PRSU awards are included in the “Stock Awards” column of our Fiscal Year 2023 Summary Compensation Table:

  51. Equity Compensation

    | Name | Grant Date Value of PRSUs ($)(1) | | Pasquale Romano(2) | 7,499,638 | | Rex Jackson | 3,749,820 | | Michael Hughes | 3,749,820 | | Eric Sidle | 1,499,924 | | Rick Wilmer(3) | 3,499,996 |

  52. Equity Compensation

    | (1) Other than for Mr. Romano and Mr. Wilmer, the service-based conditions applicable to 1/20th of the PRSUs subject to each tranche will be satisfied if such officer remains in continuous service from the date of the grant until each PRSU vesting date occurring after June 20, 2022, or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. The PRSUs service-based vesting dates are each March 20th, June 20th, September 20th, and December 20th. |

  53. Equity Compensation

    | (2) In the case of Mr. Romano, the service-based conditions applicable to 1/12th of the PRSUs subject to each tranche will be satisfied if he remains in continuous service from the date of the grant until each PRSU vesting date occurring after June 20, 2024, or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. The PRSUs service-based vesting dates are each March 20th, June 20th, September 20th, and December 20th. |

  54. Equity Compensation

    | (3) In the case of Mr. Wilmer, the PRSUs will vest over a 5-year period. 20% of the PRSUs shall vest June 20, 2023, and the remainder shall vest in equal quarterly installments thereafter, provided he remains in continuous service on each such vesting date or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. The PRSU’s service-based quarterly vesting dates are March 20th, June 20th, September 20th and December 20th. |

  55. Equity Compensation

    Annualized Equity Grants The following 2023 RSU and 2023 PRSU Award Two-Year Annualized Grant Table shows the aggregate grant date fair value of the 2023 RSU and 2023 PRSU awards on an actual basis and on any annualized basis with the full grant date fair value of each equity award represented over a two-year period.

  56. 2023 RSU and 2023 PRSU Award Two-Year Annualized Grant Table(1)

    2023 RSU and 2023 PRSU Award Two-Year Annualized Grant Table(1)

  57. 2023 RSU and 2023 PRSU Award Two-Year Annualized Grant Table(1)

    | Name | 2023 RSU (Actual) ($) | 2023 PRSU (Actual) ($) | Total Grant Value (Actual) ($) | 2023 RSU(2) (Annualized) ($) | 2023 PRSU(2) (Annualized) ($) | Total Grant Value(2) (Annualized) ($) | | Pasquale Romano | 8,248,673 | 7,499,638 | 15,748,310 | 4,124,336 | 3,749,819 | 7,874,155 | | Rex Jackson | 4,124,336 | 3,749,820 | 7,874,156 | 2,062,168 | 1,874,910 | 3,937,078 | | Michael Hughes | 4,124,336 | 3,749,820 | 7,874,156 | 2,062,168 | 1,874,910 | 3,937,078 | | Eric Sidle | 1,649,725 | 1,499,924 | 3,149,649 | 824,862 | 749,962 | 1,574,824 | | Rick Wilmer | 4,944,190 | 3,499,996 | 8,444,186 | 2,472,095 | 1,749,998 | 4,222,093 |

  58. 2023 RSU and 2023 PRSU Award Two-Year Annualized Grant Table(1)

    | (1) The amounts in this table represent the aggregate grant date fair value of RSU or PRSU awards, as applicable, granted to the named executive officer computed in accordance with FASB ASC Topic 718. See Note 13 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed on April 3, 2023, for a discussion of the assumptions made in determining the grant date fair value of our equity awards. |

  59. 2023 RSU and 2023 PRSU Award Two-Year Annualized Grant Table(1)

    | (2) The amount in this column represents the aggregate grant date fair value of RSU or PRSU awards, as applicable, annualized over a two-year period to reflect the period that the front-loaded award was intended to cover. |

  60. Performance-Based Compensation

    | | Service-Based Compensation Components(1) | | | Performance-Based Compensation Components(1) | | | | | Name | Salary ($) | 2023 RSU(2) ($) | All Other Compensation ($) | 2023 Cash Bonus(3) (Target) ($) | 2023 Cash Bonus (Actual) ($) | 2023 PRSUs(2) (Target) ($) | 2023 PRSUs (Vested) ($) | | Pasquale Romano | 562,500 | 8,248,673 | 13,472 | 575,000 | 431,250 | 7,499,638 | — | | Rex Jackson | 425,000 | 4,124,336 | — | 322,500 | 241,875 | 3,749,820 | — | | Michael Hughes | 416,667 | 4,124,336 | 4,016 | 322,500 | 241,875 | 3,749,820 | — | | Eric Sidle | 400,000 | 1,649,725 | 224,037 | 205,000 | 153,750 | 1,499,924 | — | | Rick Wilmer | 232,628 | 4,944,190 | — | 128,904 | 96,678 | 3,499,996 | — |

  61. Performance-Based Compensation

    | (1) The amounts in this table, other than the column “2023 Cash Bonus (Target)” are based on actual compensation earned or granted to our executive officer as set forth in our Fiscal Year 2023 Summary Compensation Table. |

  62. Performance-Based Compensation

    | (2) The amounts in this column represent the aggregate grant date fair value of RSU or PRSU awards, as applicable, granted to the executive officer computed in accordance with FASB ASC Topic 718. See Note 13 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed on April 3, 2023, for a discussion of the assumptions made in determining the grant date fair value of our equity awards. |

  63. Performance-Based Compensation

    | (3) The amounts in the column “2023 Cash Bonus (Target)” is the target cash bonus opportunity for each executive officer assuming achievement of 100% of the performance-based targets. |

  64. Severance and Change in Control Protection

    Severance and Change in Control Protection In connection with becoming a publicly-traded company, we entered into severance and change in control agreements with each of our named executive officers after the consummation of the Business Combination. We also enter into the same form of severance and change in control agreement with each new executive officer that joins us, such as in the case of Mr. Wilmer who joined ChargePoint in July 2022. These agreements provide for cash severance in connection with qualifying terminations of employment before and after a change in control and for equity acceleration in the event of qualifying terminations of employment in connection with a change in control. The agreements have three-year terms beginning on the consummation of the Business Combination and are set to expire in March of 2024. The shorter term allows our Compensation Committee to reassess the terms and conditions periodically. The primary purpose of the change in control benefits in these agreements is to keep our named executive officers focused on pursuing corporate transaction activity that is viewed to be in the best interests of our stockholders regardless of whether those transactions may result in their own job loss. We also believe it is necessary to offer these protections in order to offer competitive compensation packages. As noted above, Mr. Sidle resigned, effective January 31, 2023. In connection with such resignation and based on Mr. Sidle’s agreement to provide transition services, Mr. Sidle and the Company entered into a Transition and Separation Agreement and General Release (the “Sidle Agreement”). Under the terms of the Sidle Agreement, Mr. Sidle continued to provide transition services through March 30, 2023 (the “Transition Period”) and, during the Transition Period, continued to receive payment of his base salary as in effect on his resignation date and participated in the Company’s welfare and retirement benefit plans, subject to the terms and conditions of those plans. During the Transition Period, Mr. Sidle continued to provide substantial services to us in the form of continuing project management services, transition of responsibilities and assistance with key vendor selection processes related to contract manufactures. At the end of the Transition Period, Mr. Sidle further entered into a separate release agreement in favor of ChargePoint upon his final separation from service. Mr. Sidle’s equity incentive awards remained outstanding and continued to vest in accordance with their terms during the Transition Period. In addition, Mr. Sidle remained eligible to receive his fiscal 2023 bonus. Following the conclusion of the Transition Period, Mr. Sidle’s employment with the Company terminated and he became eligible to receive severance benefits in accordance with the terms of his existing severance and change in control agreement as well as reimbursement for the employer portion of monthly COBRA premiums until September 30, 2023. For detailed descriptions of the post-employment compensation arrangements with our named executive officers, as well as an estimate of the potential payments and benefits payable under these arrangements, including the amounts received by Mr. Sidle in connection with his termination of employment, see “Fiscal 2023 Potential Payments upon Termination or Change in Control” below.

  65. Fiscal Year 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | Option Awards (1) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Pasquale Romano | 2023 | 562,500 | — | 15,748,311 | — | 431,250 | 13,472(6) | 16,755,533 | | Chief Executive Officer | 2022 | 500,000 | — | — | 43,823,305(3) | — | 14,355,780(2) | 58,679,085 | | | 2021 | 454,167 | 405,000 | — | — | — | — | 859,167 | | Rex Jackson(4) | 2023 | 425,000 | — | 7,874,156 | — | 241,875 | — | 8,541,031 | | Chief Financial Officer | 2022 | 362,500 | 90,000 | 9,555,000 | — | — | 3,181,229(2) | 13,188,729 | | Michael Hughes | 2023 | 416,667 | — | 7,874,156 | — | 241,875 | 4,016(6) | 8,536,714 | | Chief Commercial and Revenue Officer | 2022 | 345,833 | — | 4,095,000 | — | 383,250(5) | 2,699,709(2) | 7,523,793 | | | 2021 | 272,500 | 97,200 | — | — | 294,000(5) | — | 663,700 | | Eric Sidle(4) | 2023 | 400,000 | — | 3,149,649 | — | 153,750 | 224,037(6) | 3,927,436 | | Chief Technology Officer | 2022 | 350,000 | 52,500 | 1,365,000 | — | — | 1,225,637(2) | 2,993,137 | | | 2021 | 317,917 | 151,200 | — | — | — | — | 469,117 | | Rick Wilmer(4) | 2023 | 232,628 | — | 8,444,186 | — | 96,678 | — | 8,773,492 | | Chief Operating Officer | | | | | | | | |

  66. Fiscal 2023 Grants Of Plan-Based Awards Table

    Fiscal 2023 Grants Of Plan-Based Awards Table The following table sets forth certain information regarding each plan-based award granted to our named executive officers during our fiscal year ended January 31, 2023.

  67. Fiscal 2023 Grants Of Plan-Based Awards Table

    | Name | Date of Board/ Committee Approval(1) | Grant Date(1) | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards (3) ($) | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Pasquale Romano | 5/25/22 | 6/1/22 | — | — | — | 179,083(4) | 250,716(4) | 286,533(4) | — | 7,499,638 | | | 5/25/22 | 6/1/22 | — | — | — | — | — | — | 662,544(5) | 8,248,673 | | | N/A | N/A | 287,500 | 575,000 | 862,500 | — | — | — | — | — | | Rex Jackson | 5/25/22 | 6/1/22 | — | — | — | 89,542(6) | 125,358(6) | 143,266(6) | — | 3,749,820 | | | 5/25/22 | 6/1/22 | — | — | — | — | — | — | 331,272(7) | 4,124,336 | | | N/A | N/A | 161,250 | 322,500 | 483,750 | — | — | — | — | — | | Michael Hughes | 5/25/22 | 6/1/22 | — | — | — | 89,542(6) | 125,358(6) | 143,266(6) | — | 3,749,820 | | | 5/25/22 | 6/1/22 | — | — | — | — | — | — | 331,272(7) | 4,124,336 | | | N/A | N/A | 161,250 | 322,500 | 483,750 | — | — | — | — | — | | Eric Sidle | 5/25/22 | 6/1/22 | — | — | — | 35,817(6) | 50,143(6) | 57,306(6) | — | 1,499,924 | | | 5/25/22 | 6/1/22 | — | — | — | — | — | — | 132,508(7) | 1,649,725 | | | N/A | N/A | 102,500 | 205,000 | 307,500 | — | — | — | — | — | | Rick Wilmer | 8/23/22 | 9/1/22 | — | — | — | 65,257(8) | 91,359(8) | 104,412(8) | — | 3,499,996 | | | 8/23/22 | 9/1/22 | — | — | — | — | — | — | 217,932(9) | 3,336,539 | | | 12/22/22 | 12/22/22 | — | — | — | — | — | — | 180,635(10) | 1,607,651 | | | N/A | N/A | 64,452 | 128,904 | 193,356 | — | — | — | — | — |

  68. Fiscal 2023 Grants Of Plan-Based Awards Table

    | (1) Pursuant to our equity grant policy, unless the board or compensation committee approves an exception, employee equity awards are granted effective as of March 1, June 1, September 1 and December 1 each year. |

  69. Fiscal 2023 Grants Of Plan-Based Awards Table

    | (2) Represents each officer’s fiscal 2023 Cash Bonus opportunity as described in greater detail in “Compensation Discussion and Analysis” above. The actual fiscal 2023 bonuses paid to our named executive officers are reported in the “Non-Equity Incentive Plan Compensation” column of the Fiscal Year 2023 Summary Compensation Table. In the case of Mr. Wilmer, his fiscal 2023 Cash Bonus opportunity was pro-rated based on his service during the year as well as the number of days he was eligible for a 50% and 75% target bonus opportunity. |

  70. Fiscal 2023 Grants Of Plan-Based Awards Table

    | (3) The amounts in this column represent the aggregate grant date fair value of the equity awards granted to the officer computed in accordance with FASB ASC Topic 718. See Note 13 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed on April 3, 2023 for a discussion of the assumptions made in determining the grant date fair value of our equity awards. |

  71. Fiscal 2023 Grants Of Plan-Based Awards Table

    | (4) Represents PRSU awards made pursuant to our 2021 Equity Incentive Plan. The service-based conditions applicable to 1/12th of the PRSUs subject to each tranche will be satisfied if Mr. Romano remains in continuous service from the date of the grant until each PRSU vesting date occurring after June 20, 2024, or, |

  72. Fiscal 2023 Grants Of Plan-Based Awards Table

    | if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. The stock price appreciation targets are described in greater detail in “Compensation Discussion and Analysis” above. The PRSU’s service-based vesting dates are each March 20th, June 20th, September 20th, and December 20th. |

  73. Fiscal 2023 Grants Of Plan-Based Awards Table

    | (5) Represents RSU awards made pursuant to our 2021 Equity Incentive Plan. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 3-year period after June 20, 2024, with respect to 1/12th of the shares underlying the RSU quarterly, provided that Mr. Romano remains in continuous service on each such vesting date. |

  74. Fiscal 2023 Grants Of Plan-Based Awards Table

    | (6) Represents PRSU awards made pursuant to our 2021 Equity Incentive Plan. The service-based conditions applicable to 1/20th of the PRSUs subject to each tranche will be satisfied if such officer remains in continuous service from the date of the grant until each PRSU vesting date occurring after June 20, 2022, or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. The stock price appreciation targets are described in greater detail in “Compensation Discussion and Analysis” above. The PRSU’s service-based vesting dates are each March 20th, June 20th, September 20th, and December 20th. |

  75. Fiscal 2023 Grants Of Plan-Based Awards Table

    | (7) Represents RSU awards made pursuant to our 2021 Equity Incentive Plan. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 5-year period commencing on June 20, 2022, with respect to 1/20th of the shares underlying the RSU quarterly, provided that the executive officer remains in continuous service on each such vesting date. |

  76. Fiscal 2023 Grants Of Plan-Based Awards Table

    | (8) Represents PRSU awards made pursuant to our 2021 Equity Incentive Plan. The service-based conditions applicable to the PRSUs will vest over a 5-year period. 20% of the PRSUs shall vest June 20, 2023, and the remainder shall vest in equal quarterly installments, thereafter, provided Mr. Wilmer remains in continuous service on each such vesting date or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. The stock price appreciation targets are described in greater detail in “Compensation Discussion and Analysis” above. The PRSU’s service-based quarterly vesting dates are March 20th, June 20th, September 20th and December 20th. |

  77. Fiscal 2023 Grants Of Plan-Based Awards Table

    | (9) Represents RSU awards made pursuant to our 2021 Equity Incentive Plan. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 5-year period pursuant to which 20% of the RSUs shall vest on June 20, 2023, and the remainder shall vest in equal quarterly installments thereafter, provided that Mr. Wilmer remains in continuous service on each such vesting date. |

  78. Fiscal 2023 Grants Of Plan-Based Awards Table

    | (10) Represents RSU awards made pursuant to our 2021 Equity Incentive Plan. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period commencing on March 20, 2023 with respect to 6.25% of the RSUs and the remainder in equal quarterly installments thereafter, provided that Mr. Wilmer remains in continuous service on each such vesting date. |

  79. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    Outstanding Equity Awards at Fiscal Year 2023 Year-End The following table provides information regarding outstanding equity awards held by our named executive officers as of January 31, 2023. The vesting schedule applicable to each outstanding award is described in the footnotes to the table below. For information regarding the vesting acceleration provisions applicable to our named executive officers’ equity awards, see “Fiscal 2023 Potential Payments Upon Termination or Change in Control” below.

  80. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Vesting Start Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(11) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(10) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(10) | | Pasquale Romano | 11/06/14 | 989,712 | — | — | 0.27 | 11/05/24 | — | — | — | — | | | 02/01/20 | — | 1,494,900(1) | — | 0.76 | 6/1/2030 | — | — | — | — | | | 11/01/17 | 2,210,534 | 0 | — | 0.84 | 01/25/28 | — | — | — | — | | | 10/23/19 | 1,090,040(2) | 404,860(2) | — | 0.76 | 10/22/29 | — | — | — | — | | | 06/01/22 | — | — | — | — | — | 662,544(3) | 8,043,284 | — | — | | | 06/01/22 | — | — | — | — | — | — | — | 179,083(7) | 2,174,068 | | Rex Jackson | 05/29/18 | 1,476,060 | — | — | 0.56 | 07/06/28 | — | — | — | — | | | 02/26/21 | — | — | — | — | — | 100,000(4) | 1,214,000 | — | — | | | 02/26/21 | — | — | — | — | — | 75,000(4) | 910,500 | — | — | | | 06/01/22 | — | — | — | — | — | 298,145(5) | 3,619,480 | — | — | | | 06/01/22 | — | — | — | — | — | — | — | 89,542(8) | 1,087,040 | | Michael Hughes | 08/27/18 | 1,191,174 | — | — | 0.56 | 08/27/28 | — | — | — | — | | | 02/26/21 | — | — | — | — | — | 75,000(4) | 910,500 | — | — | | | 06/01/22 | — | — | — | — | — | 298,145(5) | 3,619,480 | — | — | | | 06/01/22 | — | — | — | — | — | — | — | 89,542(8) | 1,087,040 | | Eric Sidle(12) | 05/29/19 | 93,643(2) | 24,912(2) | — | 0.76 | 05/29/29 | — | — | — | — | | | 02/26/21 | — | — | — | — | — | 25,000(4) | 303,500 | — | — | | | 06/01/22 | — | — | — | — | — | 119,258(5) | 1,447,792 | — | — | | | 06/01/22 | — | — | — | — | — | — | — | 35,817(8) | 434,818 | | Rick Wilmer | 07/11/22 | — | — | — | — | — | 217,932(6) | 2,645,694 | — | — | | | 12/22/22 | — | — | — | — | — | 180,635(4) | 2,192,909 | — | — | | | 07/11/22 | — | — | — | — | — | — | — | 65,257(9) | 792,220 |

  81. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | (1) Option vests in a single installment on January 31, 2024, subject to the named executive officer’s continuous service through the applicable vesting date. |

  82. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | (2) Option vests in 48 equal monthly installments beginning with the vesting commencement date set forth above, subject to the named executive officer’s continued employment through the applicable vesting date. |

  83. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | (3) Represents the unvested portion of RSU award vesting which vests in 12 equal quarterly installments on each March 20, June 20, September 20 and December 20 after June 20, 2024, subject to the named executive officer’s continued employment through the applicable vesting date. |

  84. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | (4) Represents the unvested portion of an RSU award which vests in 16 equal quarterly installments on each March 20, June 20, September 20 and December 20 after the vesting start date above, subject to the named executive officer’s continued employment through the applicable vesting date. |

  85. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | (5) Represents the unvested portion of RSU award vesting which vests in 20 equal quarterly installments on each March 20, June 20, September 20 and December 20 after the vesting start date above, subject to the named executive officer’s continued employment through the applicable vesting date. |

  86. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | (6) Represents the unvested portion of RSU award which shall vest over a 5-year period. 20% of the RSUs shall vest on June 20, 2023, and the remainder shall vest in equal quarterly installments thereafter, on each March 20, June 20, September 20 and December 20, subject to the named executive officer’s continued employment through the applicable vesting date. |

  87. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | (7) Represents the unearned portions of PRSU awards. The service-based conditions applicable to 1/12th of the PRSUs subject to each tranche will be satisfied if Mr. Romano remains in continuous service from the date of the grant until each PRSU vesting date occurring after June 20, 2024, or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. The stock price appreciation targets are described in greater detail in “Compensation Discussion and Analysis” above and must be achieved on or prior to the five-year anniversary of the grant date. The PRSUs service-based vesting dates are each March 20, June 20, September 20 and December 20. |

  88. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | (8) Represents the unearned portions of PRSU awards. The service-based conditions applicable to 1/20th of the PRSUs subject to each tranche will be satisfied if such officer remains in continuous service from the date of the grant until each PRSU vesting date occurring after June 20, 2022, or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. The stock price appreciation targets are described in greater detail in “Compensation Discussion and Analysis” above and must be achieved on or prior to the five-year anniversary of the grant date. The PRSUs service-based vesting dates are each March 20, June 20, September 20 and December 20. |

  89. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | (9) Represents the unearned portions of PRSU awards. The service-based conditions applicable to the PRSUs will vest over a 5-year period. 20% of the PRSUs shall vest June 20, 2023, and the remainder shall vest in equal quarterly installments, thereafter, provided Mr. Wilmer remains in continuous service on each such vesting date or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. The stock price appreciation targets are described in greater detail in “Compensation Discussion and Analysis” above and must be achieved on or prior to the five-year anniversary of the grant date. The PRSU’s service-based quarterly vesting dates are March 20, June 20, September 20 and December 20. |

  90. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | (10) The total amounts and values reported equals the total number of unvested PRSUs granted in fiscal 2023 that may be earned and vest based on the Company’s stock price appreciation performance targets over a five-year period, at the threshold level, held by each named executive officer and the market value of such awards, determined by multiplying the number of unvested PRSUs, at the threshold level, by the market price of the Company’s common stock at the close of the last trading day in fiscal 2023, which was $12.14 per share. In calculating the number of PRSUs and their value, we are required by SEC rules to compare our performance through fiscal 2023 under the PRSU grants against the threshold, target and maximum performance levels for the grant and report in these columns the applicable potential share number and payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. Through January 31, 2023, we were below threshold levels of the stock price appreciation performance targets and have accordingly reported the PRSUs at the threshold award level. The stock price appreciation targets are described in greater detail in “Compensation Discussion and Analysis” above and must be achieved on or prior to the five-year anniversary of the grant date. The PRSUs service-based vesting dates are each March 20, June 20, September 20 and December 20. |

  91. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | (11) In accordance with SEC rules market value is based on the closing price of our common stock on the last trading day of fiscal 2023 of $12.14 per share multiplied by the number of unvested RSUs. |

  92. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | (12) Mr. Sidle separated from service with ChargePoint effective March 30, 2023. In connection with his separation from the Company, Mr. Sidle forfeited his unvested equity awards as of the date of his separation. |

  93. Fiscal 2023 Option Exercises and Stock Vested Table

    Fiscal 2023 Option Exercises and Stock Vested Table The following table shows the number of shares our named executive officers acquired upon exercise of options and vesting of RSUs during the fiscal year ending January 31, 2023.

  94. Fiscal 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Pasquale Romano | 875,802 | 11,783,392 | — | — | | Rex Jackson | 50,196 | 510,493 | 120,627 | 1,708,141 | | Michael Hughes | 200,000 | 3,153,915 | 70,627 | 977,766 | | Eric Sidle | 433,656 | 5,520,059 | 25,750 | 354,579 | | Rick Wilmer | — | — | — | — |

  95. Fiscal 2023 Option Exercises and Stock Vested Table

    | (1) In accordance with SEC rules, value realized is based on the closing price of our common stock on the date of exercise less the exercise price multiplied by the number of shares exercised. |

  96. Fiscal 2023 Option Exercises and Stock Vested Table

    | (2) In accordance with SEC rules, value realized is based on the closing price of our common stock on the vesting date multiplied by the number of shares vested. |

  97. Fiscal 2023 Potential Payments Upon Termination or Change in Control

    Fiscal 2023 Potential Payments Upon Termination or Change in Control Each of our named executive officers is entitled to severance payments pursuant to their severance and change in control agreements. These agreements have a three-year term from closing of the Business Combination and supersede any severance provisions in the officer’s offer letter or employment agreement. Pursuant to these agreements, if a named executive officer’s employment is terminated by ChargePoint without Cause (as defined below) or if the officer resigns for Good Reason (as defined below) (either of which, an “Involuntary Termination”), the officer is eligible to receive a lump sum payment equal to six months of the officer’s then current base salary and COBRA premiums. If an Involuntary Termination occurs within 3 months prior to, or within 12 months after, a Change in Control, then the cash severance payment the officer is eligible to receive is increased to 12 months of the officer’s base salary and COBRA premiums, 100% of the officer’s time-based equity awards outstanding at the time the officer’s employment terminates will vest and any outstanding performance-based equity awards will vest at the greater of the target level of achievement or based on actual performance, other than with respect to the fiscal 2023 PRSUs. As a condition to the receipt of severance benefits, the officer must execute a release of claims, resign from all positions with ChargePoint and return all company property. Mr. Jackson previously waived any severance benefits in connection with an Involuntary Termination other than in connection with a Change in Control. For purposes of the severance and acceleration benefits described above, the terms “Cause,” “Change in Control” and “Good Reason” have the following meanings: “Cause” means a named executive officer’s unauthorized use or disclosure of our confidential information or trade secrets which causes material harm, material breach of any agreement with us, material failure to comply with our written policies or rules, conviction of (or plea of guilty or “no contest” to) a felony, gross negligence or willful misconduct in the performance of the officer’s duties, continuing failure to perform assigned duties or failure to cooperate in good faith with a governmental or internal investigation. “Change in control” means any person acquires ownership of more than 50% of our voting stock, a sale of all or substantially all of our assets, consummation of a merger of the company with or into another entity if our capital stock represents less than 50% of the voting power of the surviving entity or its parent or certain changes in the composition of our board of directors. “Good Reason” means a material diminution in the named executive officer’s responsibilities, authority, powers, functions or duties (other than a change of title), a material reduction in the officer’s base salary or benefits or the named executive officer’s office is relocated more than 50 miles from its then current location. In order to resign for Good Reason, the named executive officer must provide written notice to ChargePoint of the existence of one or more of the above conditions within 90 days of its initial existence and ChargePoint must be provided with 30 days to cure the condition. If the condition is not cured within such 30-day period, the named executive officer must terminate employment within 30 days of the end of such cure period. In addition, Mr. Romano was granted an option to purchase 1,494,900 shares of our common stock in June 2020 that will accelerate with respect to 6/48th of the total option shares if Mr. Romano is subject to a termination without cause or a resignation for good reason prior to January 31, 2024. As a condition to such acceleration, Mr. Romano must execute a release of claims. In fiscal 2023 we granted PRSUs to our executive officers that included both service- and performance-based vesting requirements with a term of five years. In connection with any change in control, the five-year performance period will end and, to the extent not previously satisfied, the performance-based conditions will be assessed using the closing price of the Company’s common stock three trading days prior to closing of the change in control (the “Change in Control Price”), with straight-line interpolation used for a Change in Control Price in between the three stock price appreciation targets of $17, $22 and $30. Any PRSUs for which the performance-based conditions have not been satisfied will be automatically forfeited, will not be subject to any acceleration and will be cancelled immediately prior to, but contingent upon, the closing of the change in control transaction. The service-based conditions applicable to the PRSUs will be satisfied immediately prior to, but contingent upon, closing of the change in control, subject to the executive officer’s continuous service through such time. Because the Company’s trading price in the three trading days prior to January 31, 2023, did not meet the minimum stock price appreciation target for any tranche of the fiscal 2023 PRSUs, there is no value attributable to the PRSUs in the table below assuming a change in control occurred as of January 31, 2023. The following table describes the potential payments and benefits upon termination of our named executive officer’s employment before or after a change in control of the Company described above, assuming both a change in control (if applicable) and each officer’s termination of employment occurred on January 31, 2023.

  98. Fiscal 2023 Potential Payments Upon Termination or Change in Control

    | Name | Cash Severance ($) | Equity Acceleration(1) ($) | Total ($) | | Pasquale Romano | | | | | Non-Change in Control Termination | 306,537 | 2,126,495 | 2,433,032 | | Change in Control Termination | 613,073 | 29,662,553 | 30,275,626 | | Rex Jackson(2) | | | | | Non-Change in Control Termination | — | — | — | | Change in Control Termination | 456,757 | 5,743,980 | 6,200,737 | | Michael Hughes | | | | | Non-Change in Control Termination | 233,922 | — | 233,922 | | Change in Control Termination | 467,844 | 4,529,980 | 4,997,824 | | Eric Sidle | | | | | Non-Change in Control Termination | 224,037 | — | 224,037(3) | | Change in Control Termination | 448,073 | 2,034,791 | 2,482,864 | | Rick Wilmer | | | | | Non-Change in Control Termination | 250,810 | — | 250,810 | | Change in Control Termination | 501,619 | 4,838,603 | 5,340,222 |

  99. Fiscal 2023 Potential Payments Upon Termination or Change in Control

    | (1) Reflects the number of options and/or RSUs held by the officer that would have vested on January 31, 2023, under each scenario, multiplied by the closing price of our common stock on the last day of the fiscal year of $12.14 per share, less (in the case of options) the exercise price per share. |

  100. Fiscal 2023 Potential Payments Upon Termination or Change in Control

    | (2) Mr. Jackson previously waived any severance benefits in connection with an Involuntary Termination other than in connection with a Change in Control. |

  101. Fiscal 2023 Potential Payments Upon Termination or Change in Control

    | (3) Mr. Sidle resigned as our Chief Technology Officer effective as of January 31, 2023, and became eligible to receive the severance benefits described here. |

  102. CEO Pay Ratio Disclosures

    CEO Pay Ratio Disclosures This section includes a comparison of the annual total income of our Chief Executive Officer, Mr. Romano, against the median of the annual total compensation of all of our employees (other than Mr. Romano), for our fiscal 2023, determined in accordance with SEC rules. The methodology we used to calculate the pay ratio is described below.

  103. CEO Pay Ratio Disclosures

    | (A) Annual Total Compensation of Mr. Romano(1) | $16,755,533 | | (B) Annual Total Compensation of Median Employee | $141,781 | | (C) Ratio of A/B | 118 : 1 |

  104. CEO Pay Ratio Disclosures

    | (1) This amount equals Mr. Romano’s total compensation as reported in our Fiscal Year 2023 Summary Compensation Table consistent with the applicable SEC rules. |

  105. CEO Pay Ratio Disclosures

    The pay ratio was calculated in a manner consistent with Item 402(u) of Regulation S-K and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above. Methodology For fiscal 2023, we identified our median employee in the following manner which reflects the growth of our employee population and international expansion:

  106. CEO Pay Ratio Disclosures

    | • | We determined the pool of employees (i.e., employees whose compensation data would be considered in our analysis) by identifying each individual who was a full-time, part-time, seasonal or temporary worker for us or any of our consolidated subsidiaries as of January 31, 2023. For the purpose of this analysis, we did not exclude any part of our employee population based on geographic location or based on any other de minimis exceptions. We do not typically hire seasonal or temporary workers, so it was determined not to be necessary to exclude any part of the employee population based on these criteria as well. |

  107. CEO Pay Ratio Disclosures

    | • | We calculated the target worldwide employee population compensation by reviewing their annual base salary as of January 31, 2023. For all employees that have been employed for less than a full year, their annualized salary figures were used for the analysis. We selected base salary to identify the median employee as it represents the principal form of compensation delivered to all of our employees and is readily available in each geographic location. |

  108. CEO Pay Ratio Disclosures

    | • | For employees who were paid in currency other than U.S. dollars, we converted their salary into U.S. dollars based on the applicable exchange rates as of January 31, 2023. |

  109. CEO Pay Ratio Disclosures

    | • | We did not make any cost-of-living adjustments. |

  110. CEO Pay Ratio Disclosures

    Next, we ordered all of the qualifying employees based on their annual base salary and identified the median as the appropriate employee nearest to the middle of the ordered list. We believe the “median” employee’s compensation characteristics accurately reflect the compensation of a typical employee. Once we identified our median employee, we determined the median employee’s total annual compensation, for purposes of the disclosure in the table above, in accordance with the Summary Compensation Table rules, as required by Item 402(c) of Regulation S-K.

  111. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure Pursuant to the Exchange Act, we are required to disclose in this proxy statement certain information comparing the total compensation of our Chief Executive Officer (our “CEO”) and the average total compensation of our other named executive officers (whom we also refer to below as our “NEOs”), in each case both as reported in the Summary Compensation Table presented in this proxy statement and as “compensation actually paid” to such named executive officers as determined pursuant to applicable SEC rules, to the Company’s performance as presented in the table below.

  112. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO (1) | Average Summary Compensation Table Total for Other NEOs (2) | Average Compensation Actually Paid to Other NEOs (1)(2) | Value of Initial $100 Investment Based On: | | Net Income ($ Millions) | Revenue ($ Millions) | | | | | | | ChargePoint TSR | Peer Group TSR (3) | | | | 2023 | $16,755,533 | $12,734,139 | $7,444,668 | $6,379,049 | $121 | $118 | $(345.1) | $468.1 | | 2022 | $58,679,085 | $(43,687,041) | $6,277,153 | $(842,989) | $139 | $149 | $(132.2) | $241.0 | | 2021 | $859,167 | $118,772,104 | $598,305 | $16,150,311 | $381 | $132 | $(197.0) | $146.5 |

  113. Pay Versus Performance Disclosure

    | (1) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance table. “Compensation Actually Paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of the last day of the applicable fiscal year or, if earlier, the vesting date (rather than the grant date). Our NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. The following table details these adjustments to compensation as reported in the Summary Compensation Table: |

  114. Pay Versus Performance Disclosure

    | | | CEO | | | | | | 2021 | 2022 | 2023 | | | Summary Compensation Table Total | $859,167 | $58,679,085 | $16,755,533 | | Less: | Grant Date Fair Value of Equity Awards | +$0 | $(43,823,305) | $(15,748,310) | | Plus: | Year End Fair Value of Equity Awards Granted in the Year* | +$52,485,939 | +$0 | +$14,905,745 | | Plus/Minus: | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year* | +$0 | +$0 | +$0 | | | Change in Fair Value of Unvested Equity Awards Granted in Prior Years* | +$59,540,855 | $(49,918,633) | $(3,210,594) | | | Change in Fair Value of Equity Awards From Prior Years that Vested in the Covered Year* | +$5,886,144 | $(8,624,187) | +$31,767 | | = | Compensation Actually Paid | $118,772,104 | $(43,687,041) | $12,734,139 | | | | Average of Other NEOs | | | | | | 2021 | 2022 | 2023 | | | Summary Compensation Table Total | $598,305 | $6,277,153 | $7,444,668 | | Less: | Grant Date Fair Value of Equity Awards | +$0 | $(4,095,000) | $(6,835,537) | | Plus: | Year End Fair Value of Equity Awards Granted in the Year* | +$0 | +$1,350,375 | +$5,517,011 |

  115. Pay Versus Performance Disclosure

    | | | Average of Other NEOs | | | | | | 2021 | 2022 | 2023 | | Plus: | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year* | +$0 | +$980,063 | +$257,989 | | | Change in Fair Value of Unvested Equity Awards Granted in Prior Years* | +$13,741,281 | $(2,594,101) | $(128,026) | | | Change in Fair Value of Equity Awards From Prior Years that Vested in the Covered Year* | +$1,810,725 | $(2,761,479) | +$122,944 | | = | Compensation Actually Paid | $16,150,311 | $(842,989) | $6,379,049 |

  116. Pay Versus Performance Disclosure

    | * All performance-based PRSU award valuations included in Compensation Actually Paid values were performed using the Monte Carlo probability model in a manner consistent with the process used to determine their grant date fair values, and all stock option valuations included in Compensation Actually Paid values were performed using the Black-Scholes option pricing model in a manner consistent with the process used to determine stock option grant date fair values (refer to our annual report for additional detail). |

  117. Pay Versus Performance Disclosure

    | (1) The other NEOs in each covered year were as follows: |

  118. Pay Versus Performance Disclosure

    2023 - Rick Wilmer, Rex Jackson, Michael Hughes, Eric Sidle 2022 - Rex Jackson, Michael Hughes, Colleen Jansen, Eric Sidle, Christopher Burghardt 2021 - Michael Hughes, Christopher Burghardt

  119. Pay Versus Performance Disclosure

    | (2) S&P Application Software index, consistent with our stock performance chart in our annual report. |

  120. Pay Versus Performance Disclosure

    The relationship between Compensation Actually Paid (CAP) and the financial performance elements reflected in the above Pay versus Performance table are described in the below charts: The following measures, in our assessment, represent the most i mport ant financial performance measures that link Compensation Actually Paid to our named executive officers, for fiscal 2023, to ChargePoint’s performance:

  121. Pay Versus Performance Disclosure

    | 1) | Revenue |

  122. Pay Versus Performance Disclosure

    | 2) | Adjusted EBITDA |

  123. Pay Versus Performance Disclosure

    | 3) | Absolute Stock Price Performance |