DEF 14A of ChargePoint Holdings, Inc., May 24, 2024

DEF 14A of ChargePoint Holdings, Inc.

Filed May 24, 2024 · FY20240001777393-24-000063

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 2024, Roxanne Bowman, Axel Harries, Mark Leschly and Ekta Singh-Bushell. The Board has proposed that each of Roxanne Bowman, Axel Harries, Mark Leschly and Ekta Singh-Bushell be elected as a Class I 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. Ms. Bowman, Mr. Harries and Mr. Leschly were previously elected by our stockholders and Ms. Singh-Bushell was appointed to the Board in April 2022 following a search process in which nominees were evaluated by existing members of our Board. If elected at the Annual Meeting, each nominee would serve for a three-year term expiring at our 2027 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. Ten of our eleven directors at the time of our 2023 annual meeting attended our annual meeting of stockholders in 2023.

  2. CLASS I NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING

    CLASS I NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2027 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 Head of Global Customer Service and Parts for Mercedes-Benz AG, an automotive manufacturing and supply company, since May 2023. Prior to this, since June 1993, Mr. Harries held several roles at Mercedes-Benz AG, including Vice President of Product Management and Sales from June 2017 until May 2023, leading the Connected, Autonomous, Shared & Services and Electric Drive unit, which is responsible for all-electric vehicle architecture from July 2016 to June 2017, leading 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 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, and 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 member of our Board based on her operational experiences with finance, audit, technology and cybersecurity matters and her prior public company board service.

  3. THE BOARD UNANIMOUSLY RECOMMENDS

    THE BOARD UNANIMOUSLY RECOMMENDS

  4. A VOTE “FOR” EACH OF THE NAMED NOMINEES IN CLASS I

    A VOTE “FOR” EACH OF THE NAMED NOMINEES IN CLASS I

  5. BOARD AND CORPORATE GOVERNANCE

    BOARD AND CORPORATE GOVERNANCE

  6. 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 2025 and 2026. 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.

  7. 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.

  8. Class III Directors Continuing in Office Until the 2026 Annual Meeting

    Class III Directors Continuing in Office Until the 2026 Annual Meeting Rick Wilmer has served as President and Chief Executive Officer and a member of the Board of Directors for ChargePoint since November 2023. Prior to November 2023, Mr. Wilmer served as Chief Operating Officer from December 2022 until November 2023 and as Chief Customer and Operations Officer after joining ChargePoint in July 2022. Prior to joining ChargePoint, Mr. Wilmer served as the Head of Chowbotics at DoorDash, Inc., a company that operates an online food ordering and food delivery platform, from February 2021 until July 2022. Previously, Mr. Wilmer served as Chief Executive Officer of Chowbotics, Inc., a manufacturer of a fresh food robot, from September 2019 until February 2021. Prior to Chowbotics, Inc., Mr. Wilmer served as Chief Executive Officer of Mojo Networks, a provider of cloud-managed wireless networking, from December 2014 until the acquisition of Mojo Network, Inc. by Arista Networks in August 2018, and following such acquisition, as the General Manager of Arista Networks, Inc.’s Wi-Fi business until September 2019. With more than 30 years of global technology, operations and customer support experience, Mr. Wilmer has global operations experience across North America, Europe and Asia and industry knowledge across multiple technology segments as well as overseas manufacturing and supply chain management. Mr. Wilmer holds a Bachelor of Science in Chemistry from the University of California, Berkeley. We believe Mr. Wilmer is qualified to serve as a member of our Board based on his wide-ranging experience in global operations and manufacturing, management, sales, customer support, executive leadership and strategic planning. Elaine L. Chao has served as a member of the ChargePoint Board since November 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 The Kroger Co., since August 2021. Ms. Chao served as a director for Hyliion Holdings Corp from August 2021 to March 2023 and for Embark Technology, Inc. from March 2021 to August 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 member of our Board based on her experiences in the public, private and nonprofit sectors, extensive public policy experience and her extensive public company board service. 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 through May 2023. 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 the alternative energy space.

  9. 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, consistent with our Corporate Governance Guidelines and the Board’s belief that directors should not have “unlimited tenure,” 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.

  10. Fiscal Year 2024 Director Compensation

    Fiscal Year 2024 Director Compensation

  11. Equity Awards

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Roxanne Bowman | 40,000 | 187,459(3) | 227,459 | | Elaine L. Chao | 40,000 | 187,459(3) | 227,459 | | Bruce Chizen | 70,000 | 187,459(3) | 257,459 | | Axel Harries | 40,000 | 187,459(3) | 227,459 | | Jeffrey Harris | 60,000 | 187,459(3) | 247,459 | | Susan Heystee | 40,000 | 187,459(3) | 227,459 | | Mark Leschly | 48,000 | 187,459(3) | 235,459 | | Michael Linse | 55,000 | 187,459(3) | 242,459 | | Ekta Singh-Bushell | 40,000 | 187,459(3) | 227,459 | | G. Richard Wagoner, Jr. | 40,000 | 187,459(3) | 227,459 |

  12. Fiscal 2024 Executive Compensation Highlights

    Fiscal 2024 Executive Compensation Highlights In fiscal 2024, we continued to implement aspects of our executive compensation programs established during our fiscal year ended January 31, 2023 (“fiscal 2023”), including: •Equity awards to certain of the named executive officers granted in fiscal 2023 reflected a two-year front-load of equity compensation for fiscal 2023 and fiscal 2024. The fiscal 2023 equity awards provided to our then-serving executive officers were intended to constitute equity compensation for fiscal 2024 as well as fiscal 2023. The design of the fiscal 2023 equity awards reflected two years of equity incentive compensation and includes an additional fifth year of vesting for retentive purposes in light of the front-loaded nature of the grant. As a result of the design of the fiscal 2023 RSU and PRSU awards, we did not grant regular annual equity awards to our named executive officers who also participated in our fiscal 2023 equity awards during fiscal 2024, other than in the event of a substantial change in role, responsibilities or promotion for such executive officer, as described in more detail below. 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. •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 then-serving 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. RSU and PRSU awards granted to each then-serving named executive officer in fiscal 2023 were intended to comprise the entirety of the equity-based compensation for such executive officer for both fiscal 2023 and fiscal 2024. The PRSUs granted in fiscal 2023 required 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. •A substantial portion of the total compensation awarded to our executive officers in fiscal 2024 was comprised of “performance-based” compensation components. As described more completely below under “Executive Compensation – Equity Compensation” the PRSUs granted to our executive officers in fiscal 2023 and fiscal 2024 will not vest, and will be forfeited, in the event the PRSUs fail to meet the designated performance-based objectives. Our fiscal 2023 and fiscal 2024 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, 2024, no portion of the fiscal 2023 or fiscal 2024 PRSUs had vested. In addition, our executive 2024 annual performance-based bonus opportunities (the “2024 Bonus Program”) are subject to meeting financial performance objectives that are designed to be aligned with our long-term strategy. In fiscal 2024, no bonus awards were paid pursuant to our 2024 Bonus Program because the Company did not achieve the minimum performance goals. These 2024 Bonus Program performance goals 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 - 2024 Bonus Program.” For more information about the “performance-based” portion of the total compensation awarded to our executive officers in fiscal 2024, see the section “Executive Compensation – Equity Compensation” set forth below.

  13. Executive Compensation Policies and Practices

    Executive Compensation Policies and Practices We endeavor to design and implement our executive compensation policies and practices in accordance with sound governance standards. The Compensation Committee meets regularly throughout the year to review our executive compensation program to evaluate whether it is consistent with our short-term and long-term goals given the dynamic nature of our business and the markets in which we compete for executive talent. Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives: •Independent Compensation Committee—The Compensation Committee is comprised solely of independent directors. •Independent Compensation Committee Consultant—The Compensation Committee engaged its own compensation consultant to assist with its fiscal 2024 compensation reviews and determinations. This consultant performed no other consulting or other services for us during fiscal 2024. •Annual Executive Compensation Review—The Compensation Committee conducts an annual review and approval of our compensation practices and strategy. •Establishing Peer Compensation Group—The Compensation Committee utilizes a compensation peer group for comparative compensation purposes, which is evaluated on an ongoing basis with the assistance of the Compensation Committee’s independent compensation consultant. During fiscal 2024, the Compensation Committee utilized two peer compensation groups. The fiscal 2024 peer compensation group was originally set in fiscal 2023 for fiscal 2024 decisions, though the peer group was revised materially near the end of fiscal 2024 to support changes to executive leadership and to reflect the decline in our stock price and market cap that occurred during fiscal year 2024, as described more completely in the section “Executive Compensation - Executive Leadership Transitions” below. •Executive Compensation Policies and Practices—Our compensation philosophy and related corporate governance policies and practices are complemented by several specific compensation practices that are designed to align our executive compensation with long-term stockholder interests, including the following: •Multiple Performance Metrics: We use more than one performance metric for our 2024 Bonus Program which is linked to our financial objectives, with bonuses under the 2024 Bonus Program to be determined entirely based on formulaic results rather than our prior practice of also incorporating a qualitative factor. Our 2024 Bonus Program required that a minimum threshold of each performance metric must be achieved to fund any portion of the 2024 Bonus Program. •“At Risk” Long-Term Performance-Based Equity Incentives: A substantial portion of our named executive officers’ equity incentive awards for fiscal 2024 were PRSUs granted in fiscal 2023, with vesting tied to an increased trading price of our common stock and time-based vesting. •No Special Health or Welfare Benefits: Our named executive officers participate in broad-based company-sponsored health and welfare benefit programs on the same basis as our other full-time, salaried employees. •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. •“Double-Trigger” Change in Control Arrangements: All 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). •Stock Ownership Guidelines: We maintain a guideline that our executive officers achieve and maintain minimum levels of ownership of our common stock. •Adoption of Clawback Policies: In fiscal 2024, we adopted a non-discretionary “clawback” policy applicable to our executive officers and a discretionary “clawback” policy applicable to our senior vice presidents or non-executive members of executive staff, in each case, to recover or recoup incentive-based compensation erroneously received by such executive officer or senior vice president in connection with an accounting restatement due to the material noncompliance of ChargePoint with any financial reporting requirement under the federal securities laws.

  14. Role of Compensation Consultant

    Role of Compensation Consultant In fiscal 2024, the Compensation Committee engaged FW Cook, a national compensation consulting firm. FW Cook assisted the Compensation Committee in developing multiple compensation peer groups, conducting a review of the compensation of our executive officers and review of our severance and change of control benefits, as well as support on other ad hoc matters through the year, such as our executive leadership transitions described below in the section “Executive Compensation - Executive Leadership Transitions.” In fiscal 2024, 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.

  15. 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 competitive 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 assessed 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. As part of its annual compensation review for fiscal 2024, the Compensation Committee, working with FW Cook, established criteria for the Compensation 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 2024 compensation decisions. The criteria included U.S.-based companies with market capitalizations between $4.5 billion and $20 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 stockholder return. The peer companies used by the Compensation Committee for pay comparisons and for evaluating relative performance leading to approval of fiscal 2024 executive compensation are shown below (the “Peer Data”). The Peer Data was updated from the group of peer companies used with respect to fiscal 2023 executive compensation decisions 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 2024 include Bloom Energy Corporation, Fastly, Inc., Lyft, Inc., New Relic, Inc., Teradata Corporation and Vontier Corporation. The median annual revenue of the fiscal 2024 peer group at the time it was approved was approximately $856 million and the average market capitalization of the peer group at the time it was approved was approximately $6.1 billion.

  16. Competitive Data

    | Fiscal 2024 Peer Group | | | | Alteryx, Inc. | Lyft, Inc. | Sunrun Inc. | | AppFolio, Inc. | New Relic, Inc. | Teradata Corporation | | Bloom Energy Corporation | Novanta Inc. | Universal Display Corporation | | Cognex Corporation | Plug Power Inc. | Vicor Corporation | | Fastly, Inc. | Power Integrations, Inc. | Vontier Corporation | | Five9, Inc. | | |

  17. Competitive Data

    In November 2023, the Peer Data was changed in connection with executive leadership transitions in order to better reflect our updated market capitalization and the relative market capitalization of the members of the Peer Data. See the section “Executive Compensation – Executive Leadership Transitions” set forth below for more information about changes to our Peer Data in connection with our executive leadership transitions.

  18. Compensation Setting Process

    Compensation Setting Process In the annual assessment of our executive compensation program, our Board and Compensation Committee consider a number of factors to determine compensation levels and design. Our Board and Compensation Committee adopts a holistic review of the Company’s executive compensation program and did not use a single method or measure in making compensation decisions, nor did it adopt a policy for allocating between different compensation elements. In making fiscal 2024 compensation decisions, our Board and Compensation Committee considered the following factors: •The experience and skills of each named executive officer; •The scope of each named executive officer’s role; •The fiscal 2023 equity awards granted to our ongoing named executive officers that were intended to reflect equity compensation during fiscal 2023 and fiscal 2024; •The size and vesting schedules of existing equity holdings of each named executive officer; •A subjective assessment of the performance of each named executive officer; •The Company’s overall performance; •Overall compensation parity among the named executive officers; •An analysis of competitive market conditions and the Peer Data described above; and •The recommendations of our then-serving Chief Executive Officer in the case of named executive officers other than himself. Compensation decisions are informed by a variety of factors and the importance of each factor can vary from year to year.

  19. Compensation Elements

    Compensation Elements The annual compensation of our named executive officers consists of three principal elements: base salary; annual bonus opportunities; and long-term incentives in the form of equity awards. The RSU and PRSU awards issued to our then-serving 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 did not grant additional equity awards to our named executive officers during fiscal 2024, other than in the event of a substantial change in roles, responsibilities or promotion of such executive officer. We granted RSUs and PRSUs to Mr. Wilmer in connection with his promotion to our President and Chief Executive Officer. In addition, we granted RSUs to Ms. Khetani, our Interim Chief Financial Officer, in May 2023, prior to her appointment as an executive officer. We also granted RSUs to Ms. Khetani and Ms. Chavez, our Chief Legal Officer and Corporate Secretary, in connection with their assumption of additional duties in December 2023. Further, we granted additional RSUs and PRSUs to Ms. Chavez, who did not serve as a named executive officer in fiscal 2023, in connection with our fiscal 2024 overall compensation review in order to balance her total compensation with that of our other executive officers at the time. See the section "Executive Compensation - Equity Compensation" and “Executive Compensation - Executive Leadership Transitions” for additional information about these equity grants. 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.

  20. 2024 Bonus Program

    2024 Bonus Program Our 2024 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. During our fiscal 2024 update of annual incentive compensation for our executive officers, our Compensation Committee implemented a target bonus adjustment for Mr. Romano after considering the Peer Data. In addition, the target bonuses for Mr. Wilmer and Ms. Chavez, were further adjusted in November and December 2023 in connection with their assumption of additional duties and promotions during fiscal 2024, as more fully described below. The resulting fiscal 2024 target bonus opportunities for our named executive officers were:

  21. 2024 Bonus Program

    | Named Executive Officer | Fiscal 2023 Target Bonus Opportunity (as a percentage of base salary) | Fiscal 2024 Target Bonus Opportunity (as a percentage of base salary) | | Rick Wilmer(1) | 75% | 100% | | Mansi Khetani(2) | N/A | 40% | | Rebecca Chavez(2)(3) | N/A | 60% | | Michael Hughes | 75% | 75% | | Pasquale Romano | 100% | 110% | | Rex Jackson(4) | 75% | 75% | | William Loewenthal(2)(4) | N/A | 75% |

  22. 2024 Bonus Program

    ________________ (1)Mr. Wilmer served as our Chief Operating Officer until November 2023 with a target bonus opportunity of 75% of his base annual salary. Mr. Wilmer’s target bonus opportunity was increased to 100% of his base annual salary in November 2023 in connection with his appointment as our Chief Executive Officer. (2)Mses. Khetani and Chavez and Mr. Loewenthal were not named executive officers during fiscal year 2023. (3)Ms. Chavez's initial target bonus opportunity during fiscal 2024 was 50% of her base annual salary and was increased to 60% of her base annual salary in connection with the assumption of additional duties in December 2023. (4)Mr. Jackson ceased to serve as our Chief Financial Officer, effective as of November 16, 2023, and separated from service, effective as of January 1, 2024, and accordingly was not eligible to receive a payment under the 2024 Bonus Program. Mr. Loewenthal ceased to serve as our Chief Product Officer, effective as of September 15, 2023, and separated from service effective as of January 31, 2024, and was accordingly not eligible to receive a payment under the 2024 Bonus Program. The Compensation Committee selected annual revenue and adjusted EBITDA as the performance metrics for our 2024 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 2024 Bonus Program, adjusted EBITDA is defined as our net loss excluding stock-based compensation expense, amortization expense of acquired intangible assets, professional services fees associated with acquisitions, non-recurring restructuring costs and non-cash charges related to the change in fair value of assumed common stock warrant liabilities, and further adjusted for provision of income taxes, depreciation, interest income and expense and other income and expense (net). The Compensation Committee believes adjusted EBITDA balances the growth and expansion of ChargePoint with its announced positive cash flow and profitability objectives. Each performance metric of the 2024 Bonus Program was weighted 50% and in order for our named executive officers to earn any bonus, we had to achieve at least 90% of the annual revenue target and 95% of the adjusted EBITDA target. The payout under the 2024 Bonus Program could be increased to 150% of target 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 1% of target in the event we achieved the minimum thresholds 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. Under the design of the 2024 Bonus Program, any bonus awards that may have been earned would be settled in shares of our common stock in order to further align the interests of participants with our stockholders. For fiscal 2024, our Compensation Committee determined that annual bonuses should be determined entirely on formulaic, financial results rather than the Company’s prior practice of including a 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. The Compensation Committee approved this change in order to better align the purpose of properly incentivizing the management team with the goal of achieving no less than the minimum target financial performance metrics. We did not achieve the minimum thresholds for the revenue and adjusted EBITDA targets resulting in an aggregate 2024 Bonus Program payout of 0%. As a result of the below threshold performance, none of our named executive officers were eligible for a bonus payment with respect to fiscal 2024.

  23. 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 award. 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 stockholder 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 then-named 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 was 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 align with stock price growth, 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 PRSUs, we did not grant additional equity awards to our named executive officers during fiscal 2024, other than in the event of a substantial change in roles, responsibilities or promotion of such executive officer, as described below. RSU Grants In fiscal 2023, our then-serving named executive officers received RSU awards intended to be “at-risk” equity compensation for our named executive officers for fiscal 2023 and fiscal 2024, 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. Other than with respect to Ms. Chavez, the RSU awards granted in fiscal 2024 to our named executive officers set forth below were granted in connection with a substantial change in roles, responsibilities a promotion or granted while such individual was not an executive officer. Ms. Chavez was granted an RSU award in March 2023, to further align her total compensation with the compensation granted to our other named executive officers and was granted an RSU award in December 2023 in recognition of her assumption of additional responsibilities in connection with the fiscal 2024 leadership transitions and in recognition of her support of those transitions. The grant date fair value of these fiscal 2024 RSU awards are included in the “Stock Awards” column of our Fiscal Year 2024 Summary Compensation Table:

  24. Equity Compensation

    | Name | Grant Date Value of RSUs ($) | | Rick Wilmer(1) | 1,616,000 | | Mansi Khetani(2) | 1,385,063 | | Rebecca Chavez(3)(4) | 1,069,986 | | Michael Hughes | — | | Pasquale Romano | — | | Rex Jackson | — | | William Loewenthal | — |

  25. Equity Compensation

    ________________ (1)Mr. Wilmer was granted an RSU award in connection with his promotion to our Chief Executive Officer in November 2023. The RSUs are subject to a service-based vesting requirement, which will be satisfied quarterly over a four-year period with respect to 1/16th of the shares underlying the RSU, commencing on December 20, 2023, and thereafter vesting on March 20, June 20, September 20 and December 20, provided that Mr. Wilmer remains in continuous service on each such vesting date. (2)Ms. Khetani was granted two separate RSU awards in fiscal 2024. RSUs with a grant date value of $1,112,363 were granted to Ms. Khetani in May 2023, before she was appointed as an executive officer, and are subject to a service-based vesting requirement, which will be satisfied quarterly over a four-year period with respect to 1/16th of the shares underlying the RSU, commencing on May 20, 2023, and thereafter vesting on March 20, June 20, September 20 and December 20, provided that Ms. Khetani remains in continuous service on each such vesting date. RSUs with a grant date value of $272,700 were granted to Ms. Khetani in connection with her appointment as our Interim Chief Financial Officer and are subject to a service-based vesting requirement, which will be satisfied over a one-year period quarterly with respect to 1/4th of the shares underlying the RSU (on March 20, June 20, September 20 and December 20 of 2024), provided that Ms. Khetani remains in continuous service on each such vesting date. (3)Ms. Chavez was granted an RSU award in March 2023 with a grant date value of $463,986, in order to align her total compensation with that of our other executive officers and in recognition of her expanded role and responsibilities, and are subject to a service-based vesting requirement, which will be satisfied quarterly over a four-year period with respect to 1/16th of the shares underlying the RSU, commencing on March 20, 2023, and thereafter vesting on March 20, June 20, September 20 and December 20, provided that Ms. Chavez remains in continuous service on each such vesting date. This award was viewed as an extension of the fiscal 2023 RSU award granted to the other named executive officers and was granted with the same vesting schedule as the fiscal 2023 RSU awards. (4)Ms. Chavez was granted an RSU award in December 2023 with a grant date value of $606,000 in connection with her assumption of additional responsibilities related to our executive leadership transitions, and in recognition of her expanded role and responsibilities, and which are subject to a service-based vesting requirement, which will be satisfied over a two-year period with 50% of the shares vesting on December 20, 2024, and with 1/8th of the shares vesting quarterly thereafter on March 20, June 20, September 20 and December 20, provided that Ms. Chavez remains in continuous service on each such vesting date. PRSU Grants In fiscal 2023, we introduced PRSUs as an element of our executive compensation program, with our then-serving 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 we used in fiscal 2023. The PRSUs were intended to comprise “at-risk” equity compensation for our named executive officers for fiscal 2023 and fiscal 2024. 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. The fiscal 2023 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 PRSU awards that have satisfied the service-based conditions will be deemed fully vested and will be released. The purpose of including a service-based vesting condition to the performance-based stock performance requirement is designed to encourage the ongoing retention of a high performing management team in the event 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, 2024, none of the performance-based conditions had been satisfied and therefore no portion of the fiscal 2023 PRSUs had vested. Ms. Chavez was granted a PRSU award under the fiscal 2023 PRSU design in March 2023 to further align her total compensation with the compensation granted to our other named executive officers. In December 2023, Mr. Wilmer was granted a PRSU award in connection with his promotion to the role of Chief Executive Officer. The fiscal 2024 PRSU award granted to Mr. Wilmer reflected the same general design of the fiscal 2023 PRSU awards but with updated stock price triggers to reflect the Company’s lower stock price since the fiscal 2023 awards were granted, a longer performance period for achievement of stock price appreciation targets and a four-year service-based vesting period. Mr. Wilmer’s fiscal 2024 PRSU award is described in greater detail in the section “Executive Compensation - Executive Leadership Transition” below. The grant date fair value of these fiscal 2024 PRSU awards are included in the “Stock Awards” column of our Fiscal Year 2024 Summary Compensation Table:

  26. Equity Compensation

    | Name | Grant Date Value of PRSUs ($) | | Rick Wilmer(1) | 1,359,552 | | Mansi Khetani | — | | Rebecca Chavez(2) | 499,993 | | Michael Hughes | — | | Pasquale Romano | — | | Rex Jackson | — | | William Loewenthal | — |

  27. Equity Compensation

    ________________ (1)Mr. Wilmer was granted an additional PRSU award in fiscal 2024 in connection with his promotion to our Chief Executive Officer with stock price triggers different from the fiscal 2023 PRSUs. The fiscal 2024 PRSU award granted to Mr. Wilmer is described more completely in the section “Executive Compensation - Executive Leadership Transition” below. (2)Ms. Chavez was granted a PRSU award in March 2023 in order to align her total compensation with that of our other executive officers. The service-based conditions applicable to 1/16th of the PRSUs subject to each tranche will be satisfied if Ms. Chavez remains in continuous service from the date of the grant until each PRSU vesting date occurring after March 20, 2023, or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. There are three stock appreciation targets applicable to the PRSUs, the achievement of which will cause the performance-based condition to be satisfied with respect to the following percentage of each award (i) $17 per share/25% of the total PRSUs, (ii) $22 per share/35% of the total PRSUs; and (iii) $30 per share/40% of the total PRSUs. The PRSUs service-based vesting dates are each March 20th, June 20th, September 20th and December 20th. This award was viewed as an extension of the fiscal 2023 PRSU award granted to the other named executive officers and was granted with the same vesting schedule as the fiscal 2023 PRSU awards.

  28. Executive Leadership Transitions

    | Year-End Fiscal 2024 Peer Group | | | | Alteryx, Inc. | Clean Energy Fuels Corp. | Stem, Inc. | | Ameresco, Inc. | Evgo, Inc. | Sunnova Energy International, Inc. | | Arlo Technologies, Inc. | Fastly, Inc. | SunPower Corporation | | Array Technologies, Inc. | FuelCell Energy, Inc. | Sunrun Inc. | | Aspen Aerogels, Inc. | PagerDuty, Inc. | Vicor Corporation | | Bloom Energy Corporation | | |

  29. Executive Leadership Transitions

    Executive Leadership Transition Compensation In connection with Mr. Wilmer’s appointment as our President and Chief Executive Officer, Mr. Wilmer entered into a new offer letter with ChargePoint pursuant to which his base annual salary was increased to $625,000, his target fiscal 2024 executive bonus percentage was increased to 100% of his annual base salary and he entered into a new Severance and Change in Control Agreement (the “Wilmer CIC Agreement”) which will terminate on December 31, 2026, and which superseded the severance provisions in Mr. Wilmer’s prior severance and change in control agreement. The compensation adjustments made for Mr. Wilmer's salary, target fiscal 2024 executive bonus percentage and RSU and PRSU equity awards granted in December 2023, and discussed more completely below, each have a value, respectively, below the median for chief executive officers as compared to the year-end fiscal 2024 Peer Data. The Wilmer CIC Agreement is described in more detail in the section “Executive Compensation – Severance and Change in Control Protection.” We also granted additional RSUs and PRSUs to Mr. Wilmer in December 2023, in connection with his appointment as our President and Chief Executive Officer. The size of these award was determined by the Compensation Committee in light of Mr. Wilmer’s role, responsibilities and performance, our overall compensation and performance-based objectives, changes to our market capitalization since the time the fiscal 2023 PRSUs were granted to our named executive officers and data from the year-end fiscal 2024 Peer Data shown above. The RSU award had a grant date value equal to $1,616,000 and will vest in equal quarterly installments for four years from the date of grant. The PRSU award (the “CEO PRSUs”) had a grant date value equal to $1,359,552 and the vesting of the CEO 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 90 consecutive trading days at any time during the five-year performance period for the CEO PRSUs, ending on the fifth anniversary of the date of grant. The measurement period for the performance-based condition was extended to 90 consecutive days, as compared to 20 consecutive days for the fiscal 2023 PRSU awards, after considering stockholder feedback received during our fiscal 2024 corporate investor outreach efforts. The CEO PRSUs were granted with the intention of incentivizing successively more difficult stock price appreciation targets with the first target representing a nearly 250% increase as compared to ChargePoint's closing stock price of $2.02 per share on the date of grant of the CEO PRSUs. There are four stock price appreciation targets applicable to the CEO PRSUs, each of which will cause the performance-based condition to be satisfied with respect to twenty-five percent of the CEO PRSUs (each of which we refer to as a tranche): •$5.00 per share; •$7.50 per share; •$10.00 per share; and •$12.50 per share. The CEO PRSUs are also subject to service-based vesting conditions prior to and following achievement of the performance-based condition, with quarterly vesting over four-years after the date of grant. The portion of the CEO PRSUs that are subject to a stock price appreciation target will vest as of the applicable vesting date to the extent that such stock price appreciation target has been achieved as of such vesting date, otherwise they will remain outstanding and eligible to vest on the next scheduled vesting date, subject to the achievement of the stock price appreciation target. The portion of the CEO PRSUs that do not satisfy the performance-based stock price conditions as of the five-year anniversary of the date of grant will be forfeited. The service-based vesting condition is included to encourage the retention of a high performing executive in the event performance-based performance goals are achieved. The CEO PRSUs service-based vesting dates are each March 20th, June 20th, September 20th and December 20th. As of January 31, 2024, no portion of the CEO PRSUs had vested. We entered into an addendum to Ms. Khetani’s offer letter (the “Khetani Addendum”) in connection with her appointment as our Interim Chief Financial Officer pursuant to which she received an increase in her base annual salary to $425,000. In addition, Ms. Khetani received a RSU award with a grant date value equal $272,700 (the “Khetani RSUs”). The Khetani RSUs will vest in equal quarterly installments over one year from the date of grant, provided, however, the Khetani RSUs will be subject to full accelerated vesting in the event Ms. Khetani is terminated without Cause (as defined in the Khetani Addendum). In connection with our executive leadership transitions, Ms. Chavez assumed additional responsibilities related to our human resources and people team. As a result, Ms. Chavez’s base annual salary was increased to $430,000, and her target fiscal 2024 executive bonus percentage was increased to 60% of her annual base salary. In addition, Ms. Chavez received an RSU award with a grant date value equal to $606,000 which will vest over a two-year period, with 50% of the shares vesting on December 20, 2024, and 1/8th of the shares vesting quarterly thereafter on March 20, June 20, September 20 and December 20, provided that Ms. Chavez remains in continuous service on each such vesting date. The RSU and PRSU awards granted to Mr. Wilmer and Mses. Khetani and Chavez in connection with our executive leadership transitions are included in our “Fiscal 2024 Grants Of Plan-Based Awards Table” below.

  30. Severance and Change in Control Protection

    Severance and Change in Control Protection Fiscal 2024 Severance and Change In Control Agreements 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 (the “Original CIC Agreements”). We also entered into the same form of severance and change in control agreement with each new executive officer that joined us. The Original CIC Agreements provided 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 Original CIC Agreements had three-year terms beginning on the consummation of the Business Combination and expired on March 1, 2024. The term of the Original CIC Agreement allowed our Compensation Committee to reassess the terms and conditions periodically. For an estimate of the potential payments and benefits payable under the Original CIC Agreements for our eligible named executive officers as of January 31, 2024, see the section “Fiscal 2024 Potential Payments Upon Termination or Change in Control” below. Wilmer CIC Agreement In connection with Mr. Wilmer's appointment as our President and Chief Executive Officer in November 2023, we entered into the Wilmer CIC Agreement. The terms of the Wilmer CIC Agreement were determined after considering the input of FW Cook and metrics from the Peer Data. Pursuant to the Wilmer CIC Agreement, if Mr. Wilmer’s employment with ChargePoint ends due to a Termination without Cause or a Resignation for Good Reason (each as defined in the Wilmer CIC Agreement and each an “Involuntary Termination”), Mr. Wilmer is eligible to receive a lump sum payment equal to the sum of Mr. Wilmer’s then current annual base salary and twelve months of COBRA premiums. If an Involuntary Termination occurs within three months prior to, or within twelve months after, a Change in Control (as defined in the Wilmer CIC Agreement), then the cash severance payment Mr. Wilmer is eligible to receive is increased to the sum of (i) one and half times (1.5x) the sum of Mr. Wilmer’s annual base salary and target annual bonus and (ii) eighteen months of COBRA premiums. Further, 100% of Mr. Wilmer’s time-based equity awards outstanding at the time of Mr. Wilmer’s Involuntary Termination will vest in full 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 any equity awards excluded from acceleration at the time of grant as provided in such equity award agreement. As a condition to the receipt of severance benefits, Mr. Wilmer must execute a release of claims, resign from all positions with ChargePoint and return all company property. The Wilmer CIC Agreement will terminate automatically on December 31, 2026. For an estimate of the potential payments and benefits payable under the Wilmer CIC Agreement as of January 31, 2024, see the section “Fiscal 2024 Potential Payments Upon Termination or Change in Control” below. Fiscal 2025 Severance and Change in Control Programs As noted above, our Original CIC Agreements expired by their terms on March 1, 2024. In February 2024, after considering the input of FW Cook and metrics from the Peer Data, our Compensation Committee adopted the ChargePoint Holdings, Inc. Executive Severance Plan (the “Fiscal 2025 Severance Plan”). Ms. Chavez participates in the Fiscal 2025 Severance Plan and Ms. Khetani participates in a severance plan made generally available to our senior vice presidents and vice presidents. Mr. Wilmer does not participate in the Fiscal 2025 Severance Plan as his severance benefits are governed by the Wilmer CIC Agreement. The primary purpose of the change in control benefits in the Fiscal 2025 Severance Plan is to keep our named executive officers focused in the event we are presented with a corporate transaction that is viewed to be in the best interests of our stockholders, regardless of whether such a transaction may result in their own job loss. We also believe it is necessary to offer these protections in order to offer competitive compensation packages and promote retention of our executive officers. In the event a participating executive officer is terminated for any reason, the executive officer will be eligible to receive any earned but unpaid salary, unpaid expense reimbursements in accordance with ChargePoint's policy, accrued but unused vacation or leave entitlement, and any vested benefits the executive may have under any employee benefit plan. Further, in the event the executive's employment with ChargePoint is terminated due to death or Disability (as defined in the Fiscal 2025 Severance Plan) then any unvested time-based equity awards will be 100% vested upon such termination of employment, and any performance-based equity awards will be treated as set forth in the applicable award agreement. The Fiscal 2025 Severance Plan provides that if a participating named executive officer’s employment is terminated by ChargePoint other than for Cause, death or Disability or if the officer resigns for Good Reason (each as defined in the Fiscal 2025 Severance Plan, and each a “Qualified Termination Event”), 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. Under the Fiscal 2025 Severance Plan, if a Qualified Termination Event occurs on the date of, or within one-year after, a Change in Control (as defined in the Fiscal 2025 Severance Plan, and such termination a “CIC Qualified Termination Event”), then the cash severance payment Ms. Chavez is eligible to receive is increased to the sum of (i) 100% of her annual base salary and target annual bonus and (ii) twelve months of COBRA premiums and her time-based equity awards outstanding at the time her 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 any outstanding equity awards that specifically provide for treatment in a Change in Control, in which case the provisions of the equity award will prevail. As a condition to the receipt of severance benefits under the Fiscal 2025 Severance Plan, the participant must execute a release of claims, resign from all positions with ChargePoint and return all company property. Fiscal 2024 Transition and Separation Agreements As noted above, during fiscal 2024 ChargePoint made significant changes to its senior leadership. Mr. Romano resigned from his position as our President and Chief Executive Officer, at the request of our Board, effective as of November 16, 2023, and provided transition services through May 16, 2024. Mr. Jackson was terminated as our Chief Financial Officer, effective as of November 16, 2023, and provided transition services through January 1, 2024. Mr. Loewenthal resigned his position as Chief Product Officer, effective as of September 15, 2023, at the request of our then current Chief Executive Officer, Mr. Romano, and provided transition services through January 31, 2024. Further, following the end of fiscal 2024, Mr. Hughes resigned from his position as Chief Commercial and Revenue Officer, effective as of February 29, 2024, and provided transition services through May 1, 2024.

  31. Severance and Change in Control Protection

    In connection with Mr. Romano’s separation from ChargePoint, he entered into a Transition and Separation Agreement and General Release (the “Romano Separation Agreement”) pursuant to which Mr. Romano provided ChargePoint with six months of transition services, during which time Mr. Romano received his existing salary, health and welfare benefits and continued vesting of his outstanding equity awards. Pursuant to the Romano Separation Agreement and in accordance with the terms of Mr. Romano’s existing Severance and Change in Control Agreement, after the end of the transition period and in connection with entering into a final general release of claims, Mr. Romano received a lump sum cash severance payment equal to six months of Mr. Romano’s current salary and a cash payment equal to six months of the employer portion of Mr. Romano’s monthly COBRA premiums. Mr. Romano also received a $200,000 transition bonus payable in cash which was conditioned upon the successful transition of his duties and his assistance during the transition period. In addition, the post-termination exercise period applicable to any of Mr. Romano’s then-outstanding Company stock options were extended to end on the earlier of (i) January 16, 2025, and (ii) the original expiration date of such options. In approving the Romano Separation Agreement, the Compensation Committee considered the need for Mr. Romano to provide successful transition services to our new Chief Executive Officer, Mr. Wilmer, particularly considering Mr. Romano's prior tenure with ChargePoint and the benefit to ChargePoint and its stockholders of obtaining a release of claims in favor of the Company. In connection with their separation from ChargePoint, Messrs. Jackson, Hughes and Loewenthal each entered into a Transition and Separation Agreement and General Release (the “Executive Separation Agreements”), pursuant to which they provided transition services ending on January 1, 2024, May 1, 2024, and January 31, 2024, respectively. During the applicable transition period, each executive was eligible to receive his existing salary, health and welfare benefits and continued vesting of his outstanding equity awards, although Messrs. Jackson and Loewenthal were not eligible for any payment under our 2024 Bonus Program as each separated on or before January 31, 2024. Pursuant to the Executive Separation Agreements, after the end of the applicable transition period and in connection with entering into a final general release of claims, Messrs. Jackson, Hughes and Loewenthal each received a lump sum cash severance payment equal to six months (four months for Mr. Loewenthal) of his current salary and a cash payment equal to six months (four months for Mr. Loewenthal) of the employer portion of his monthly COBRA premiums. In approving the Executive Separation Agreements, the Compensation Committee considered the need for the continued services of each during a specified transition period and the benefits to ChargePoint and its stockholders of obtaining a release of claims in favor of the Company. Death and Disability Benefits for Equity Awards In fiscal 2024, our Compensation Committee considered competitive market practices with respect to accelerated vesting benefits under our equity incentive awards in connection with the termination of employment of our employees due to death or total and permanent disability. As the result of such consideration, our Compensation Committee determined to amend all our outstanding employee equity award agreements and all future equity awards, including options, RSUs and PRSUs, to provide that in the event of a participant's termination of employment due to death or total and permanent disability, the time-based service components of such awards will vest in full. In the case of any PRSUs awards, the awards will only vest to the extent the performance-based vesting conditions have been achieved as of the date of such termination. 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 Messrs. Romano, Jackson, Hughes and Loewenthal in connection with their terminations of employment, see “Fiscal 2024 Potential Payments Upon Termination or Change in Control” below.

  32. Fiscal Year 2024 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Rick Wilmer(2) | 2024 | 521,875 | — | 2,975,552 | — | — | — | — | 3,497,427 | | Chief Executive Officer | 2023 | 232,628 | — | 8,444,186 | — | 96,678 | — | — | 8,773,492 | | Mansi Khetani(2) | 2024 | 369,142 | — | 1,385,063 | — | — | — | — | 1,754,205 | | Interim Chief Financial Officer | — | — | — | — | — | — | — | — | — | | Rebecca Chavez(2) | 2024 | 400,833 | | 1,569,979 | | | — | | 1,970,813 | | Chief Legal Officer and Corporate Secretary | — | — | — | — | — | — | — | — | — | | Michael Hughes | 2024 | 446,667 | — | — | — | — | — | 669(3) | 447,336 | | Chief Commercial and | 2023 | 416,667 | — | 7,874,156 | — | 241,875 | — | 4,016(4) | 8,536,714 | | Revenue Officer | 2022 | 345,833 | — | 4,095,000 | — | 383,250(6) | — | 2,699,709(5) | 7,523,793 | | Pasquale Romano | 2024 | 595,833 | — | — | — | — | — | 6,584(3) | 602,418 | | Former Chief Executive | 2023 | 562,500 | — | 15,748,311 | — | 431,250 | — | 13,472(4) | 16,755,533 | | Officer | 2022 | 500,000 | — | — | 43,823,305(7) | — | — | 14,355,780(5) | 58,679,085 | | Rex Jackson | 2024 | 411,197 | — | — | — | — | — | 291,121(3) | 702,319 | | Former Chief Financial | 2023 | 425,000 | — | 7,874,156 | — | 241,875 | — | — | 8,541,031 | | Officer | 2022 | 362,500 | 90,000 | 9,555,000 | — | — | — | 3,181,229(5) | 13,188,729 | | William Loewenthal(2) | 2024 | 395,833 | — | — | — | — | — | 139,445(3) | 535,278 | | Former Chief Product Officer | — | — | — | — | — | — | — | — | — |

  33. Fiscal Year 2024 Grants Of Plan-Based Awards Table

    Fiscal Year 2024 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, 2024.

  34. Fiscal Year 2024 Grants Of Plan-Based Awards Table

    | Name | Grant Date(1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Under-lying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(2) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Rick Wilmer | 12/1/23 | — | — | — | 240,000 | 960,000(4) | — | — | — | — | 1,359,552 | | | 12/1/23 | — | — | — | — | — | — | 800,000(5) | — | — | 1,616,000 | | | N/A(3) | — | — | — | — | — | — | — | — | — | 0 | | Mansi Khetani | 5/1/23 | — | — | — | — | — | — | 131,485(6) | — | — | 1,112,363 | | | 12/1/23 | — | — | — | — | — | — | 135,000(7) | — | — | 272,700 | | | N/A(3) | — | — | — | — | — | — | — | — | — | 0 | | Rebecca Chavez | 3/1/23 | — | — | — | 15,223 | 60,892(8) | — | — | — | — | 499,993 | | | 3/1/23 | — | — | — | — | — | — | 41,876(9) | — | — | 463,986 | | | 12/1/23 | — | — | — | — | — | — | 300,000(10) | — | — | 606,000 | | | N/A(3) | — | — | — | — | — | — | — | — | — | 0 | | Michael Hughes | N/A(3) | — | — | — | — | — | — | — | — | — | 0 | | Pasquale Romano | N/A(3) | — | — | — | — | — | — | — | — | — | 0 | | Rex Jackson | N/A(3) | — | — | — | — | — | — | — | — | — | 0 | | William Loewenthal | N/A(3) | — | — | — | — | — | — | — | — | — | 0 |

  35. Fiscal Year 2024 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. (2)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 10 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed on April 1, 2024 for a discussion of the assumptions made in determining the grant date fair value of our equity awards. (3)When it established the fiscal 2024 Bonus Program, the Compensation Committee determined that any earned bonus would be settled in a grant of fully vested shares of ChargePoint common stock. Because the right to stock settlement was embedded in the approved terms of the 2024 Bonus Program, the amount reported in this table is calculated based on the grant date fair value and the associated number of shares for the award. Because there was no payout under the 2024 Bonus Program as the threshold performance goals were not achieved, no amounts are included in this table. As disclosed in the CD&A, each named executive officer was granted a bonus target as a percentage of the named executive officer’s base salary as follows: Mr. Wilmer, 100%; Ms. Khetani, 40%; Ms. Chavez, 60%; Mr. Hughes, 75%; Mr. Romano, 110%; Mr. Jackson, 75% and Mr. Loewenthal, 75%. (4)Represents PRSU awards made pursuant to our 2021 Equity Incentive Plan. The service-based conditions applicable to 1/16th 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 December 20, 2023, 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, with a four-year service-based vesting schedule and a five-year performance period. The amount reported in threshold represents the number of PRSUs that will vest if only one of the stock price triggers are achieved and the amount reported as target represents the number of PRSUs that will vest if all of the stock price triggers are achieved as the award does not have a target vesting level. (5)Represents RSU awards made pursuant to our 2021 Equity Incentive Plan. The RSUs are subject to a service-based vesting requirement, which will be satisfied over a four-year period commencing on December 20, 2023 with respect to 1/16th quarterly thereafter, provided that such officer remains in continuous service on each such vesting date. Quarterly vesting dates are March 20, June 20, September 20 and December 20. (6)Represents RSU awards made pursuant to our 2021 Equity Incentive Plan. The RSUs are subject to a service-based vesting requirement, which will be satisfied over a four-year period commencing on May 20, 2023, with respect to 1/16th quarterly thereafter, provided that such officer remains in continuous service on each such vesting date. Quarterly vesting dates are June 20, September 20, December 20 and March 20. (7)Represents RSU awards made pursuant to our 2021 Equity Incentive Plan. The RSUs are subject to a service-based vesting requirement, which will be satisfied over a one-year period commencing on December 20, 2023, with respect to 1/4th quarterly thereafter, provided that such officer remains in continuous service on each such vesting date. Quarterly vesting dates are March 20, June 20, September 20 and December 20. (8)Represents PRSU awards made pursuant to our 2021 Equity Incentive Plan. The service-based conditions applicable to 1/16th 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 March 20, 2023, 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, with a four-year service-based vesting schedule and a four-year performance period. The amount reported in threshold represents the number of PRSUs that will vest if only one of the stock price triggers are achieved and the amount reported as target represents the number of PRSUs that will vest if all of the stock price triggers are achieved as the award does not have a target vesting level. (9)Represents RSU awards made pursuant to our 2021 Equity Incentive Plan. The RSUs are subject to a service-based vesting requirement, which will be satisfied over a four-year period commencing on March 20, 2023, with respect to 1/16th quarterly thereafter, provided that such officer remains in continuous service on each such vesting date. Quarterly vesting dates are June 20, September 20, December 20 and March 20. (10)Represents RSU awards made pursuant to our 2021 Equity Incentive Plan. The RSUs are subject to a service-based vesting requirement, which will be satisfied over a two-year period commencing on December 20, 2023, with respect to 50% of the shares after one-year and 1/8th quarterly thereafter, provided that such officer remains in continuous service on each such vesting date. Quarterly vesting dates are March 20, June 20, September 20 and December 20.

  36. Outstanding Equity Awards at Fiscal Year 2024 Year-End

    Outstanding Equity Awards at Fiscal Year 2024 Year-End The following table provides information regarding outstanding equity awards held by our named executive officers as of January 31, 2024. 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 2024 Potential Payments Upon Termination or Change in Control” below. Messrs. Jackson and Loewenthal did not hold any outstanding equity awards as of January 31, 2024.

  37. Outstanding Equity Awards at Fiscal Year 2024 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Rick Wilmer | 07/11/22 | — | — | — | — | — | 152,552(5) | 289,849 | — | — | | | 12/22/22 | — | — | — | — | — | 135,477(6) | 257,406 | — | — | | | 12/01/23 | — | — | — | — | — | 800,000(6) | 1,520,000 | — | — | | | 07/11/22 | — | — | — | — | — | — | — | 65,257(10) | 123,988 | | | 12/01/23 | — | — | — | — | — | — | — | 240,000(11) | 456,000 | | Mansi Khetani | 01/07/19 | 105,371 | —(3) | — | 0.76 | 04/13/29 | — | — | — | — | | | 04/16/20 | 22,888 | —(3) | — | 0.76 | 05/13/30 | — | — | — | — | | | 02/01/21 | — | — | — | — | — | 10,460(6) | 19,874 | — | — | | | 04/01/22 | — | — | — | — | — | 46,250(6) | 87,875 | — | — | | | 04/01/23 | — | — | — | — | — | 106,832(6) | 202,981 | — | — | | | 12/01/23 | — | — | — | — | — | 135,000(6) | 256,500 | — | — | | Rebecca Chavez | 02/05/21 | — | — | — | — | — | 12,816(6) | 24,350 | — | — | | | 12/01/21 | — | — | — | — | — | 17,434(6) | 33,125 | — | — | | | 06/01/22 | — | — | — | — | — | 61,838(7) | 117,492 | — | — | | | 03/01/23 | — | — | — | — | — | 34,025(6) | 64,648 | — | — | | | 12/01/23 | — | — | — | — | — | 300,000(8) | 570,000 | — | — | | | 06/01/22 | — | — | — | — | — | — | — | 23,878(12) | 45,368 | | | 03/01/23 | — | — | — | — | — | — | — | 15,223(13) | 28,924 | | Michael Hughes | 08/27/18 | 901,174 | —(3) | — | 0.56 | 08/27/28 | — | — | — | — | | | 02/26/21 | — | — | — | — | — | 37,500(6) | 71,250 | — | — | | | 06/01/22 | — | — | — | — | — | 231,891(7) | 440,593 | — | — | | | 06/01/22 | — | — | — | — | — | — | — | 89,542(12) | 170,130 | | Pasquale Romano | 11/06/14 | 464,712 | —(3) | — | 0.27 | 11/05/24 | — | — | — | — | | | 11/01/17 | 2,210,534 | —(3) | — | 0.84 | 01/25/28 | — | — | — | — | | | 10/23/19 | 1,463,757 | 31,143(4) | — | 0.76 | 10/22/29 | — | — | — | — | | | 02/01/20 | 1,494,900 | —(3) | — | 0.76 | 6/1/2030 | — | — | — | — | | | 06/01/22 | — | — | — | — | — | 662,544(9) | 1,258,834 | — | — | | | 06/01/22 | — | — | — | — | — | — | — | 179,083(14) | 340,258 |

  38. Outstanding Equity Awards at Fiscal Year 2024 Year-End

    ________________ (1)In accordance with SEC rules, market value is based on the closing price of our common stock on the last trading day of fiscal 2024 of $1.90 per share multiplied by the number of unvested RSUs. (2)The total amounts and values reported equals the total number of unvested PRSUs that may be earned and vest based on the Company’s stock price appreciation performance targets over a four or 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 2024, which was $1.90 per share. In calculating the number of PRSUs and their value, we are required by SEC rules to compare our performance through fiscal 2024 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, 2024, 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 for our fiscal 2023 and fiscal 2024 PRSUs are described in greater detail in the “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. (3)Represents the unexercised portion of a fully vested option. (4)Represents the unexercised portion of an option vesting at 1/48th per month until fully vested, subject to the officer’s continued employment through the applicable vesting date. (5)Represents the unvested portion of RSU awards which will vest over a five-year period. 20% of the RSUs will vest on June 20, 2023, and the remainder vesting at 1/20th per quarter 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. (6)Represents the unvested portion of RSU awards vesting at 1/16th per quarter on each March 20, June 20, September 20 and December 20 after the vesting start date above until fully vested, subject to the officer’s continued employment through the applicable vesting date. (7)Represents the unvested portion of RSU awards vesting at 1/20th per quarter on each March 20, June 20, September 20 and December 20 after the vesting start date above until fully vested, subject to the officer’s continued employment through the applicable vesting date. (8)Represents the unvested portion of RSU awards vesting over a two-year period, 50% of the shares will vest on December 20, 2024 and the remainder will vest at 1/8th per quarter on each March 20, June 20, September 20 and December 20 until fully vested, subject to the officer’s continued employment through the applicable vesting date. (9)Represents the unvested portion of RSU awards vesting at 1/12th per quarter 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. Mr. Romano separated from service with ChargePoint in May 2024 and this award was cancelled without vesting. (10)Represents the unearned portions of PRSU awards. The service-based conditions applicable to the PRSUs will vest over a five-year period. 20% of the PRSUs will vest June 20, 2023, and the remainder will vest in equal quarterly installments, thereafter, provided such officer 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. (11)Represents the unearned portions of PRSU awards. The service-based conditions applicable to 1/16th 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 December 20, 2023, 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. (12)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. (13)Represents the unearned portions of PRSU awards. The service-based conditions applicable to 1/16th 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 March 20, 2023, 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. (14)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 such officer 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 four-year anniversary of the grant date. The PRSUs service-based vesting dates are each March 20, June 20, September 20 and December 20. Mr. Romano separated from service with ChargePoint in May 2024 and this award was cancelled without vesting.

  39. Fiscal Year 2024 Option Exercises and Stock Vested Table

    Fiscal Year 2024 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, 2024.

  40. Fiscal Year 2024 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) | | Rick Wilmer | — | — | 110,538 | 724,472 | | Mansi Khetani | — | — | 54,716 | 319,127 | | Rebecca Chavez | — | — | 47,052 | 287,690 | | Michael Hughes | 290,000 | 2,141,360 | 103,754 | 651,576 | | Pasquale Romano | 525,000 | 3,413,050 | — | — | | Rex Jackson | 1,476,060 | 7,616,470 | 153,754 | 965,576 | | William Loewenthal | 197,504 | 999,546 | 34,585 | 217,193 |

  41. Fiscal Year 2024 Option Exercises and Stock Vested Table

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

  42. Fiscal Year 2024 Potential Payments Upon Termination or Change in Control

    Fiscal Year 2024 Potential Payments Upon Termination or Change in Control At the end of fiscal 2024, Mses. Khetani and Chavez and Mr. Hughes were eligible for severance payments pursuant to their Original CIC Agreements and Mr. Wilmer was eligible for severance payments pursuant to the Wilmer CIC Agreement which is described more completely above in the section “Executive Compensation - Severance and Change in Control Protection.” The Original CIC Agreements had a three-year term from the closing of the Business Combination and superseded any severance provisions in the officer’s offer letter or employment agreement. Pursuant to these agreements, if a named executive officer’s employment was terminated by ChargePoint without Cause (as defined in the Original CIC Agreements) or if the officer resigned for Good Reason (as defined in the Original CIC Agreements) (either of which, an “Involuntary Termination”), the officer was 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 occurred within 3 months prior to, or within 12 months after, a Change in Control, then the cash severance payment the officer was eligible to receive was increased to 12 months of the officer’s base salary and COBRA premiums, and, unless the Company provided otherwise when an equity award is granted, 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. 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. Please see the “Compensation Discussion and Analysis” above for a discussion of the Fiscal 2025 Severance Plan adopted following the conclusion of fiscal year 2024. As noted above, during fiscal 2024, the Company experienced a number of senior leadership changes. The payments made to Messrs. Jackson and Loewenthal in connection with their separations from the Company were determined in accordance with their respective Executive Separation Agreement, described more completely above in the section “Executive Compensation – Severance and Change in Control Protection.” At the end of fiscal 2024, Mr. Romano’s eligibility for severance payments was governed by the Romano Separation Agreement, which is also described more completely above in the section “Executive Compensation – Severance and Change in Control Protection.” Ms. Khetani received the Khetani RSUs for 135,000 shares of our common stock in connection with her appointment as our Interim Chief Financial Officer. The Khetani RSUs will vest in equal quarterly installments over one-year from the date of grant, provided, however, the Khetani RSUs will be subject to full accelerated vesting in the event Ms. Khetani is terminated without Cause (as defined in the Khetani Addendum). In addition, Mr. Romano was granted an option to purchase 1,494,900 shares of our common stock in June 2020 that accelerated with respect to 6/48th of the total option shares if Mr. Romano was subject to a termination without cause or a resignation for good reason prior to January 31, 2024. Mr. Romano was employed by us as of January 31, 2024, on the date the option vested in full in accordance with its terms. In addition, as noted above, in fiscal 2024, our Compensation Committee approved an amendment to all our outstanding employee equity award agreements and all future equity awards, including options, RSUs and PRSUs, to provide that in the event of a participant's termination of employment due to death or total and permanent disability, the time-based service components of such awards will vest in full. In the case of any PRSUs awards, the awards will only vest to the extent the performance-based vesting conditions have been achieved as of the date of such termination. In fiscal 2023 and fiscal 2024 we granted PRSUs to our executive officers, including the CEO PRSUs we granted to Mr. Wilmer in connection with his promotion to our Chief Executive Officer, that included both service- and performance-based vesting requirements with a term of four or five years. In connection with any change in control, the 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 $17.00, $22.00 and $30.00 for the fiscal 2023 PRSUs and the four stock price appreciation targets of $5.00, $7.50, $10.00 and $12.50 for the CEO PRSUs. 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, 2024, did not meet the minimum stock price appreciation target for any tranche of the fiscal 2023 PRSUs or the CEO PRSUs, there is no value attributable to the PRSUs in the table below assuming a change in control occurred as of January 31, 2024. 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, 2024.

  43. Fiscal Year 2024 Potential Payments Upon Termination or Change in Control

    | Name | Cash Severance ($) | Equity Acceleration(1) ($) | Total ($) | | Rick Wilmer | | | | | Non-Change in Control Termination | 644,795 | — | 644,795 | | Change in Control Termination | 1,904,692 | 2,067,255 | 3,971,947 | | Death or Disability | — | 2,067,255 | 2,067,255 | | Mansi Khetani | | | | | Non-Change in Control Termination(2) | 212,938 | 256,500 | 469,438 | | Change in Control Termination | 425,876 | 567,230 | 993,106 | | Death or Disability | — | 567,230 | 567,230 | | Rebecca Chavez | | | | | Non-Change in Control Termination | 219,518 | — | 219,518 | | Change in Control Termination | 439,037 | 809,615 | 1,248,652 | | Death or Disability | — | 809,615 | 809,615 | | Michael Hughes(3) | | | | | Non-Change in Control Termination | 239,008 | — | 239,008 | | Change in Control Termination | 478,017 | 511,843 | 989,860 | | Death or Disability | — | 511,843 | 511,843 | | Pasquale Romano(4) | | | | | Non-Change in Control Termination | 514,008 | — | 514,008 | | Change in Control Termination | — | — | — | | Death or Disability | — | 1,294,337 | 1,294,337 | | Rex Jackson(5) | | | | | Non-Change in Control Termination | 291,121 | — | 291,121 | | Change in Control Termination | — | — | — | | Death or Disability | — | 747,375 | 747,375 | | William Loewenthal(6) | | | | | Non-Change in Control Termination | 139,445 | — | 139,445 | | Change in Control Termination | — | — | — | | Death or Disability | — | 177,881 | 177,881 |

  44. Fiscal Year 2024 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, 2024, under each scenario, multiplied by the closing price of our common stock on the last day of the fiscal year of $1.90 per share, less (in the case of options) the exercise price per share. (2)Includes the value of the Khetani RSUs. (3)Mr. Hughes resigned as our Chief Commercial and Revenue Officer effective as of February 29, 2024, and became eligible to receive the Non-Change in Control Termination severance benefits described here. (4)Mr. Romano separated as our Chief Executive Officer effective as of November 16, 2023, and became eligible to receive the Non-Change in Control Termination severance benefits described here. Mr. Romano was not eligible to receive any Change in Control Termination benefits as of January 31, 2024. (5)Mr. Jackson separated as our Chief Financial Officer effective as of November 16, 2023, and became eligible to receive the Non-Change in Control Termination severance benefits described here. Mr. Jackson was not eligible to receive any Change in Control Termination benefits as of January 31, 2024 or death or disability vesting as of January 31, 2024. (6)Mr. Loewenthal separated as our Chief Product Officer effective as of September 15, 2023, and became eligible to receive the Non-Change in Control Termination severance benefits described here. Mr. Loewenthal was not eligible to receive any Change in Control Termination benefits as of January 31, 2024 or death or disability vesting as of January 31, 2024.

  45. Chief Executive Officer Pay Ratio Disclosures

    Chief Executive Officer Pay Ratio Disclosures This section includes a comparison of the annual total income of our Chief Executive Officer as of January 31, 2024, Mr. Wilmer, against the median of the annual total compensation of all of our employees (other than Mr. Wilmer), for our fiscal 2024, determined in accordance with SEC rules. The methodology we used to calculate the pay ratio is described below.

  46. Chief Executive Officer Pay Ratio Disclosures

    | (A) Annual Total Compensation of Mr. Wilmer(1) | $3,600,552 | | (B) Annual Total Compensation of Median Employee | $103,704 | | (C) Ratio of A/B | 35 : 1 |

  47. Chief Executive Officer Pay Ratio Disclosures

    ________________ (1)To calculate Mr. Wilmer’s compensation for the purpose of this pay ratio disclosure, we annualized the salary he earned in fiscal 2024 following his promotion to President and Chief Executive Officer. We did not annualize the value of the RSU and PRSU awards granted to Mr. Wilmer in December 2023 as the values of such awards were not impacted by his period of service as President and Chief Executive Officer during fiscal 2024. As a result, this amount differs from his compensation as reported in our Fiscal Year 2024 Summary Compensation Table, consistent with the applicable SEC rules. 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 "Pay Ratio Rule"). 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 2024, we identified our median employee in the following manner which reflects the growth of our employee population and international expansion: •During fiscal 2024, we engaged in a series of reorganizations that we believe resulted in a meaningful change to our worldwide employee base as compared to our employee base of the end of fiscal year 2023. As a result, we determined to calculate a new median employee for fiscal year 2024 rather than use the same median employee utilized in our fiscal 2023 pay ratio disclosures, consistent with the manner permitted pursuant to the Pay Ratio Rule. •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, 2024. 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 calculated the target worldwide employee population compensation by reviewing their annual base salary as of January 31, 2024. 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. •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, 2024. •We did not make any cost-of-living adjustments. 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.

  48. 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 as reported in the Fiscal Year 2024 Summary Compensation Table presented in this Proxy Statement and as “compensation actually paid” to such NEOs as determined pursuant to applicable SEC rules, to the Company’s performance as presented in the table below.

  49. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compen- sation Table Total for CEO (Rick Wilmer) ($) | Compen- sation Actually Paid to CEO (Rick Wilmer) ($)(1) | Summary Compen- sation Table Total for Former CEO (Pasquale Romano) ($) | Compen- sation Actually Paid to Former CEO (Pasquale Romano) ($)(1) | Average Summary Compen- sation Table Total for Other NEOs ($)(2) | Average Compen- sation Actually Paid to Other NEOs ($)(1)(2) | Value of Initial $100 Investment Based On: | | Net Income ($ Millions) | | | | | | | | | | ChargePoint TSR ($) | Peer Group TSR ($)(3) | | Revenue ($ Millions) | | 2024 | 3,497,427 | (366,144) | 602,418 | (30,047,981) | 1,081,990 | (3,297,967) | 19 | 181 | (457.6) | 506.6 | | 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 |

  50. 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 reflect 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:

  51. Pay Versus Performance Disclosure

    | | | Former CEO (Pasquale Romano) ($) | | | | CEO (Rick Wilmer) ($) | | | | 2021 | 2022 | 2023 | 2024 | 2024 | | | Summary Compensation Table Total | 859,167 | 58,679,085 | 16,755,533 | 602,418 | 3,497,427 | | Less: | Grant Date Fair Value of Equity Awards | 0 | (43,823,305) | (15,748,310) | 0 | (2,975,552) | | Plus: | Year End Fair Value of Equity Awards Granted in the Year* | +52,485,939 | +0 | +14,905,745 | +0 | +3,092,606 | | Plus: | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year* | +0 | +0 | +0 | +0 | +283,593 | | | Change in Fair Value of Unvested Equity Awards Granted in Prior Years* | +59,540,855 | (49,918,633) | (3,210,594) | (13,550,654) | (3,911,384) | | | Change in Fair Value of Equity Awards From Prior Years that Vested in the Covered Year* | +5,886,144 | (8,624,187) | +31,767 | (17,099,744) | (352,834) | | = | Compensation Actually Paid | 118,772,104 | (43,687,041) | 12,734,139 | (30,047,981) | (366,144) | | | | Average of Other NEOs ($) | | | | | | | | 2021 | 2022 | 2023 | 2024 | | | | Summary Compensation Table Total | 598,305 | 6,277,153 | 7,444,668 | 1,081,990 | | | Less: | Grant Date Fair Value of Equity Awards | 0 | (4,095,000) | (6,835,537) | (591,009) | | | Less: | Fair Value as of the Prior Fiscal Year End of Forfeited Equity Awards in the Fiscal Year | 0 | 0 | 0 | (1,915,639) | | | Plus: | Year End Fair Value of Equity Awards Granted in the Year* | +0 | +1,350,375 | +5,517,011 | +224,793 | | | Plus: | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year* | +0 | +980,063 | +257,989 | +34,367 | | | | Change in Fair Value of Unvested Equity Awards Granted in Prior Years* | +13,741,281 | (2,594,101) | (128,026) | (1,673,068) | | | | Change in Fair Value of Equity Awards From Prior Years that Vested in the Covered Year* | +1,810,725 | (2,761,479) | +122,944 | (459,401) | | | = | Compensation Actually Paid | 16,150,311 | (842,989) | 6,379,049 | (3,297,967) | |

  52. Pay Versus Performance Disclosure

    *All performance-based RSU (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 on Form 10-K filed on April 1, 2024 for additional detail). (2)The other NEOs in each covered year were as follows: 2024 - Mansi Khetani, Rebecca Chavez, Michael Hughes, Rex Jackson and William Loewenthal 2023 - Rick Wilmer, Rex Jackson, Michael Hughes and Eric Sidle 2022 - Rex Jackson, Michael Hughes, Colleen Jansen, Eric Sidle and Christopher Burghardt 2021 - Michael Hughes and Christopher Burghardt (3)S&P Application Software index, consistent with our stock performance chart in our Annual Report on Form 10-K filed on April 1, 2024. 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: * 2022 Avg. NEO CAP and 2024 CAP to CEO are too small to have visible bar indicators in the chart. * 2024 CAP to CEO is too small to have a visible bar indicator in the chart. * 2024 CAP to CEO is too small to have a visible bar indicator in the chart. The following measures, in our assessment, represent the most important financial performance measures that link "compensation actually paid" to our named executive officers, for fiscal 2024, to ChargePoint’s performance: 1)Revenue 2)Adjusted EBITDA 3)Absolute Stock Price Performance