DEF 14A of ChargePoint Holdings, Inc., May 22, 2025

DEF 14A of ChargePoint Holdings, Inc.

Filed May 22, 2025 · FY20250001777393-25-000064

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 twelve members. There are four directors in the class whose term of office expires in 2025, Mitesh Dhruv, Jeffrey Harris, Susan Heystee and G. Richard Wagoner, Jr. The Board has proposed that each of Mitesh Dhruv, Jeffrey Harris, Susan Heystee and G. Richard Wagoner, Jr. be elected as a Class II director at the Annual Meeting. The nominees listed below are currently directors of the Company and were each recommended for election by the Nominating and Corporate Governance Committee of the Board. Mr. Harris, Ms. Heystee and Mr. Wagoner were previously elected by our stockholders and Mr. Dhruv was appointed to the Board in July 2024. If elected at the Annual Meeting, each nominee would serve for a three-year term expiring at our 2028 annual meeting. Each director will hold office until the election and qualification of her or his successor or, if sooner, her or his death, disqualification, resignation or removal. The Company encourages but does not require its directors to attend its annual meetings. Nine of our eleven directors at the time of our 2024 annual meeting attended our annual meeting of stockholders in 2024.

  2. CLASS II NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING

    CLASS II NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING Mitesh Dhruv has served as a member of ChargePoint’s Board since July 2024. Mr. Dhruv currently serves as a member of the Board of Directors of Informatica Inc. and previously served as a member of the Board of Directors of ZoomInfo Technologies Inc. from February 2020 until May 2024. Mr. Dhruv most recently served as Chief Financial Officer of RingCentral, Inc., a cloud-based communications and collaboration solutions provider, from May 2017 until December 2021. Prior to serving as Chief Financial Officer of RingCentral, Inc., Mr. Dhruv held other positions with RingCentral in the accounting and finance department, including as Senior Vice President, Finance and Strategy from October 2015 to May 2017, as Vice President, Finance and Corporate Controller from September 2014 to October 2015 and as Vice President, Finance from April 2012 to September 2014. Mr. Dhruv also previously worked at Bank of America-Merrill Lynch from December 2005 to March 2012 as an equity analyst, covering software and cloud companies and prior to that, worked in various accounting firms from February 2000 to December 2005, including PricewaterhouseCoopers. Mr. Dhruv is a CPA, Chartered Accountant, and CFA Charterholder, and holds an undergraduate degree in accounting from the University of Mumbai, India. The Board believes that Mr. Dhruv is qualified to serve as a director due to his extensive financial and accounting experience, including as the Chief Financial Officer of RingCentral, his accounting and financial certifications, his knowledge and experience with global software companies, and his experience in management of a public company. Jeffrey Harris has served as a member of ChargePoint’s Board since February 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 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 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 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.

  3. THE BOARD UNANIMOUSLY RECOMMENDS

    THE BOARD UNANIMOUSLY RECOMMENDS

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

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

  5. BOARD AND CORPORATE GOVERNANCE

    BOARD AND CORPORATE GOVERNANCE

  6. Continuing Directors

    Continuing Directors In addition to the director nominees, ChargePoint has eight other directors who will continue in office after the Annual Meeting with terms expiring in 2026 and 2027. 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 I Directors Continuing in Office Until the 2027 Annual Meeting

    Class I Directors Continuing in Office Until the 2027 Annual Meeting Roxanne Bowman has served as a member of ChargePoint’s Board since February 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 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 to 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 to July 2016 and Head of the G-Wagon Business Unit at Mercedes-Benz Cars from July 2008 to 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 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, 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 to May 2022, of TTEC Holdings, Inc., from May 2017 to September 2024 and of Cisco Systems, Inc. from June 2024 to December 2024. 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.

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

    Class III Directors Continuing in Office Until the 2026 Annual Meeting Richard “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 ChargePoint’s 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 and Mobileye Global, Inc., since June 2024. 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 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, from 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 to 2007, President from 2000 to 2005, acting Chief Financial Officer from 2006 to 2007 and Strategic Advisor from 2007 to 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 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 2025 Director Compensation

    Fiscal Year 2025 Director Compensation

  11. Equity Awards

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Roxanne Bowman | 40,000 | 204,527(3) | 244,527 | | Elaine L. Chao | 40,000 | 204,527(3) | 244,527 | | Bruce Chizen | 70,000 | 204,527(3) | 274,527 | | Mitesh Dhruv | 20,000 | 425,637(3)(4) | 445,637 | | Axel Harries | 40,000 | 204,527(3) | 244,527 | | Jeffrey Harris | 60,000 | 204,527(3) | 264,527 | | Susan Heystee | 40,000 | 204,527(3) | 244,527 | | Mark Leschly | 48,000 | 204,527(3) | 252,527 | | Michael Linse | 55,000 | 204,527(3) | 259,527 | | Ekta Singh-Bushell | 40,000 | 204,527(3) | 244,527 | | G. Richard Wagoner, Jr. | 40,000 | 204,527(3) | 244,527 |

  12. Fiscal 2025 Executive Compensation Highlights

    Fiscal 2025 Executive Compensation Highlights In fiscal 2025, we continued to implement aspects of our executive compensation program first established during our fiscal year ended January 31, 2023 (“fiscal 2023”), including: •Our annual equity compensation program includes performance-based restricted stock units. Beginning in fiscal 2023, we awarded annual equity awards in the form of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”). RSU and PRSU awards granted to each then-serving named executive officer in fiscal 2023 comprised the entirety of the equity-based compensation for such executive officer for both fiscal 2023 and our fiscal year ending January 31, 2024 ("fiscal 2024") other than in the case of new grants made in connection with substantial changes in roles, responsibilities or promotion of an executive officer. In fiscal 2025, 50% of the annual equity granted to our executive officers, other than our Chief Executive Officer Mr. Wilmer, was delivered in the form of PRSUs with four stock price appreciation objectives that are required to be achieved during a four-year performance period, with the award vesting in 25% installments based on the achievement of the applicable stock price appreciation goals. Mr. Wilmer was not granted a RSU or PRSU in our annual fiscal 2025 focal review because he received additional RSU and PRSU awards in December 2023 in connection with his appointment as our Chief Executive Officer. For more information about the “performance-based” portion of the total equity compensation awarded to our executive officers in fiscal 2025, see the section “Executive Compensation – Equity Compensation” set forth below. •A substantial portion of the total compensation awarded to our executive officers in fiscal 2025 was comprised of “at-risk” compensation components. As described more completely below under “Executive Compensation – Equity Compensation” the PRSUs granted to our named executive officers in fiscal 2025 will not vest, and will be forfeited, in the event the PRSUs fail to meet the designated performance-based objectives. Our fiscal 2025 PRSU awards are viewed as an integral part of our executive compensation program and comprise a primary “at-risk” portion of our named executive officer’s total compensation. As of January 31, 2025, no portion of the fiscal 2025 PRSUs had vested. In addition, our named executive officer's fiscal 2025 annual performance-based bonus opportunity (the “2025 Bonus Program”) is subject to meeting financial performance objectives that are designed to be aligned with our annual and long-term strategies. In fiscal 2025, no bonus awards were paid pursuant to our 2025 Bonus Program because the Company did not achieve the minimum performance goals. These 2025 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 - 2025 Bonus Program.” For more information about the “at-risk” portion of the total equity compensation awarded to our executive officers in fiscal 2025, 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 2025 compensation reviews and determinations. This consultant performed no other consulting or other services for us during fiscal 2025. •Executive Compensation Review—The Compensation Committee reviews and approves of our compensation practices and strategy. •Peer Group for Compensation—The Compensation Committee utilized a compensation peer group for comparative compensation purposes in fiscal 2025, which was considered with the assistance of the Compensation Committee’s independent compensation consultant. •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 2025 Bonus Program which is linked to our financial objectives, with bonuses under the 2025 Bonus Program to be determined entirely based on formulaic results. Our 2025 Bonus Program required that a minimum threshold of each performance metric must be achieved to fund any portion of the 2025 Bonus Program. •“At Risk” Long-Term Performance-Based Equity Incentives: A substantial portion of our named executive officers’ equity incentive awards for fiscal 2025 were PRSUs, 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 over a reasonable period of time. •Adoption of Clawback Policies: We have adopted and maintain 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 2025, the Compensation Committee engaged FW Cook, a national compensation consulting firm. FW Cook assisted the Compensation Committee in assessing compensation peer groups, conducting a review of the compensation of our executive officers, including assisting with the establishment of stock price appreciation goals for the fiscal 2025 performance-based equity compensation grants, as well as support on other ad hoc matters through the year. In fiscal 2025, 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 While our Board and Compensation Committee did not make decisions based solely on market data, our Board and Compensation Committee used competitive compensation data for context in making fiscal 2025 compensation decisions in order to assess whether total compensation for our executives remained competitive. To assess the competitive market, the Compensation Committee used a peer group of companies. We refer to the peer companies used by the Compensation Committee for pay comparisons and for evaluating relative compensation and performance metrics as “Peer Data.” In November 2023, in connection with a number of changes in our senior leadership and market capitalization the Compensation Committee considered and revised the companies included in its Peer Data to better reflect our updated market capitalization and the relative market capitalization of the members of the Peer Data. The criteria the Compensation Committee considered included U.S.-based companies with a median market capitalization of $1.24 billion, with a focus on companies in the electrical, software and clean energy related fields. The analysis included a review of the relevant peer group companies’ trailing last twelve-month revenue, market capitalization, adjusted EBITDA and number of employees. For fiscal 2025, the Compensation Committee determined to retain the same set of Peer Data, as set forth below, for executive officer compensation review and analysis.

  16. Competitive Data

    | Fiscal 2025 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 | | |

  17. 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 design of our executive compensation program is influenced by a variety of factors. Recently, we reduced the vesting length of the PRSU component of the total equity compensation granted to our executive officers in order to enhance retention, while also establishing stock price appreciation targets reflecting the decline in our stock price during fiscal 2024 and fiscal 2025, in order to serve a meaningful incentive for performance. For more information about the design of our fiscal 2025 PRSUs, see the section "Executive Compensation - Equity Compensation." 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, internal relationships, contributions, experience, work performance, roles and existing unvested and unearned equity compensation and related performance objectives 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.

  18. 2025 Bonus Program

    2025 Bonus Program Our 2025 Bonus Program was designed to reward 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. Ms. Khetani's target bonus opportunity was increased to 60% of her annual base salary in connection with her appointment as our Chief Financial Officer in July 2024. Mr. Vice's base salary was established in connection with the commencement of his employment in September 2024. The fiscal 2025 target bonus opportunities for our named executive officers were:

  19. 2025 Bonus Program

    | Named Executive Officer | Fiscal 2024 Target Bonus Opportunity (as a percentage of base salary) | Fiscal 2025 Target Bonus Opportunity (as a percentage of base salary) | | Rick Wilmer | 100% | 100% | | Mansi Khetani | 40% | 60% | | Rebecca Chavez | 60% | 60% | | JD Singh(1) | N/A | 60% | | David Vice(1)(2) | N/A | 100% |

  20. 2025 Bonus Program

    ________________ (1)Messrs. Singh and Vice were not named executive officers during fiscal year 2024. Mr. Vice was appointed as our Chief Revenue Officer in September 2024. (2)The fiscal 2025 target bonus for Mr. Vice was prorated based on the number of days he was employed by the Company during that fiscal year. The Compensation Committee selected the Company's full-year adjusted EBITDA and fourth quarter ("Q4") adjusted EBITDA as the performance metrics for our 2025 Bonus Program. These metrics were selected to focus on the Company's objectives of improving cash management and reducing operating expenses with the Company's publicly stated goal to achieve positive cash flow by the fourth quarter of fiscal 2025, while continuing to grow the Company's revenues. For purposes of the 2025 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). Each performance metric of the 2025 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 fiscal year adjusted EBITDA target and 100% of the Q4 adjusted EBITDA target. The payout under the 2025 Bonus Program could be increased to 150% of target in the event the management team achieved up to 140% of the fiscal year adjusted EBITDA target and at least 100% of the Q4 adjusted EBITDA target or could be decreased to 50.5% of target in the event we achieved the minimum thresholds for fiscal year adjusted EBITDA and Q4 adjusted EBITDA. With respect to the fiscal year adjusted EBITDA performance metric, the target bonus percentage was adjusted using linear interpolation for achievement of final performance metrics between the minimum and maximum performance goals. The target bonus percentage for achievement of the Q4 adjusted EBITDA metric was not subject to any adjustment above, or below, the target and as a result, achievement of anything less than the Q4 adjusted EBITDA target resulted in 0% achievement of the performance goal. 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 2025 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. We did not achieve the minimum thresholds for both the fiscal year adjusted EBITDA and the Q4 adjusted EBITDA goals which resulted in an aggregate 2025 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 2025.

  21. 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. 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 previously disclosed, we did not grant any equity awards to our named executive officers in fiscal 2024, other than in connection with a substantial change in role, responsibility or promotion of such executive officer. As in fiscal 2023, our total annual focal equity compensation strategy for fiscal 2025 was based on 50% time-based RSUs and 50% PRSUs equity grants. In December 2024, following the completion of two reorganizations of the Company in the previous twelve months, we provided most of our employees, including our named executive officers with a spot RSU grant with a special two-year vesting schedule (other than with respect to Mr. Vice who received a new hire award contemporaneously). The purpose of the spot RSU grants was to continue to further align the interest of the award recipient with those of our stockholders as well as ensure retention of all key employees. The number of RSU and PRSU shares granted, as well as the fair value of the fiscal 2025 equity awards for our named executive officers at the time of grant was as follows:

  22. Equity Compensation

    | | | | | | Fair Value at Time of Grant ($) | | | | Annual Grant (June 2024) | | Promotion or New Hire | | Spot Grant | Total Long- | | Name | RSUs | PRSUs | RSUs | PRSUs | RSUs | Term Equity | | Rick Wilmer | — | — | — | — | 2,507,920 | 2,507,920 | | Mansi Khetani | — | — | 354,000 | 356,974 | 319,000 | 1,029,974 | | Rebecca Chavez | 231,000 | 234,833 | — | — | 348,000 | 813,833 | | JD Singh | 288,750 | 293,541 | — | — | 377,000 | 959,291 | | David Vice | — | — | 754,000 | 681,050 | — | 1,435,050 |

  23. Equity Compensation

    RSU Grants In fiscal 2025, our named executive officers were awarded RSU awards intended to be “at-risk” equity compensation, with the size of these RSU awards determined after a review of each officer’s role, responsibilities, performance, and existing equity positions, as well as the Peer Data. Our fiscal 2025 annual RSUs were primarily granted in June 2024 after our annual focal review period. Neither Mr. Wilmer nor Ms. Khetani received additional annual equity grants in connection with our annual focal review period in light of the equity awards received by each in November 2023, in connection with their changes in role at the time. When Ms. Khetani was appointed as our Chief Financial Officer in July 2024, she was granted an additional RSU award to align her compensation with that of other similarly situated executive officers at the Company and with the Peer Data. In addition, after considering the Company's progress towards certain financial performance objectives and the occurrence of multiple corporate reorganizations during the prior twelve months, our Board approved additional spot retention RSU grants for our named executive officers in December 2024 to improve retention of the management team. Mr. Vice was not granted a spot retention RSU award because he was granted his new hire RSU and PRSU awards at the same time as the spot retention RSU awards. The grant date fair value of these fiscal 2025 RSU awards are included in the “Stock Awards” column of our Fiscal Year 2025 Summary Compensation Table:

  24. Equity Compensation

    | Name | Total Grant Date Value of RSUs ($) | | Rick Wilmer(1) | 2,507,920 | | Mansi Khetani(2) | 673,000 | | Rebecca Chavez(3) | 579,000 | | JD Singh(4) | 665,750 | | David Vice(5) | 754,000 |

  25. Equity Compensation

    ________________ (1)Mr. Wilmer was granted a spot RSU award in December 2024. The RSUs are subject to a service-based vesting requirement, which will be satisfied quarterly over a two-year period commencing on December 20, 2024 with respect to 50% after 1-year and 1/8th quarterly thereafter, provided that Mr. Wilmer remains in continuous service on each such vesting date. Quarterly vesting dates are March 20, June 20, September 20 and December 20. (2)Ms. Khetani was granted two separate RSU awards in fiscal 2025. RSUs with a grant date fair value of $354,000 were granted to Ms. Khetani in July 2024, in connection with her appointment as our Chief Financial 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 RSUs, commencing on June 20, 2024, 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. Ms. Khetani was also granted a spot RSU award with a grant date fair value of $319,000 in December 2024. The RSUs are subject to a service-based vesting requirement, which will be satisfied over a two-year period commencing on December 20, 2024 with 50% of the shares subject to the RSU award vesting on the one-year anniversary of the vesting commencement date and 1/8th vesting quarterly thereafter, provided that Ms. Khetani remains in continuous service on each such vesting date. Quarterly vesting dates are March 20, June 20, September 20 and December 20. (3)Ms. Chavez was granted two separate RSU awards in fiscal 2025. RSUs with a grant date fair value of $231,000 were granted to Ms. Chavez in June 2024, in connection with our annual focal review, 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 June 20, 2024, 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. Ms. Chavez was granted a spot RSU award with a grant date fair value of $348,000 in December 2024. The RSUs are subject to a service-based vesting requirement, which will be satisfied quarterly over a two-year period commencing on December 20, 2024 with 50% of the shares subject to the RSU award vesting on the one-year anniversary of the vesting commencement date and 1/8th vesting quarterly thereafter, provided that Ms. Chavez remains in continuous service on each such vesting date. Quarterly vesting dates are March 20, June 20, September 20 and December 20. (4)Mr. Singh was granted two separate RSU awards in fiscal 2025. RSUs with a grant date fair value of $288,750 were granted to Mr. Singh in June 2024, in connection with our annual focal review, 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 June 20, 2024, and thereafter vesting on March 20, June 20, September 20 and December 20, provided that Mr. Singh remains in continuous service on each such vesting date. Mr. Singh was granted a spot RSU award with a grant date fair value of $377,000 in December 2024. The RSUs are subject to a service-based vesting requirement, which will be satisfied quarterly over a two-year period commencing on December 20, 2024 with 50% of the shares subject to the RSU award vesting on the one-year anniversary of the vesting commencement date and 1/8th vesting quarterly thereafter, provided that Mr. Singh remains in continuous service on each such vesting date. Quarterly vesting dates are March 20, June 20, September 20 and December 20. (5)Mr. Vice was granted a new hire RSU award in December 2024 in connection with his appointment as our Chief Revenue Officer. The RSUs are subject to a service-based vesting requirement, which will be satisfied quarterly over a four-year period commencing on September 20, 2024 with 25% of the shares subject to the RSU award vesting on the one-year anniversary of the vesting commencement date and 1/16th vesting quarterly thereafter, provided that Mr. Vice remains in continuous service on each such vesting date. Quarterly vesting dates are March 20, June 20, September 20 and December 20. PRSU Grants In fiscal 2023, we introduced PRSUs as an element of our executive compensation program, with our then-serving named executive officers granted PRSU awards as 50% of their target annual equity grant. The size of these awards was determined on an annual basis 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 use. The PRSUs are intended to comprise “at-risk” equity compensation for our named executive officers. Vesting of the PRSUs is dependent upon the satisfaction of both performance- and service-based conditions. In connection with our annual focal review for executive compensation in fiscal 2025, we granted additional PRSUs to our executive officers in June 2024, other than Mr. Wilmer and Ms. Khetani (the "fiscal 2025 PRSUs"). There are four stock price appreciation targets applicable to the fiscal 2025 PRSUs, each of which will cause the performance-based condition to be satisfied with respect to 25% percent of the shares subject to the fiscal 2025 PRSUs (each of which we refer to as a tranche): $3, $5, $7.50 and $10 per share. 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 fiscal 2025 PRSUs, ending on the fifth anniversary of the date of grant. The fiscal 2025 PRSUs were granted with the intention of only rewarding successively more difficult stock price appreciation goals with the first target representing an increase of nearly 80% over ChargePoint's closing stock price of $1.65 per share on the date of grant. Ms. Khetani was granted a fiscal 2025 PRSU award in July 2024 in connection with her appointment as our Chief Financial Officer and Mr. Vice was granted a fiscal 2025 PRSU award in December 2024 in connection with his appointment as our Chief Revenue Officer. Mr. Wilmer was not granted a fiscal 2025 PRSU award. The stock price appreciation targets of the PRSUs granted to Ms. Khetani and to Mr. Vice were the same as the annual PRSUs granted in June 2024 in order to align their interests with that of the other award recipients.

  26. Equity Compensation

    The fiscal 2025 PRSUs are also subject to service-based vesting conditions prior to and following achievement of the market condition, with vesting occurring quarterly over four-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 to encourage the ongoing retention of a high performing management team in the event the 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, 2025, none of the performance-based conditions had been satisfied and therefore no portion of the fiscal 2025 PRSUs had vested. The grant date fair value of these fiscal 2025 PRSU awards are included in the “Stock Awards” column of our Fiscal Year 2025 Summary Compensation Table:

  27. Equity Compensation

    | Name | Grant Date Value of PRSUs ($)(1) | | Rick Wilmer | — | | Mansi Khetani(2) | 356,974 | | Rebecca Chavez(3) | 234,833 | | JD Singh(3) | 293,541 | | David Vice(4) | 681,050 |

  28. Equity Compensation

    ________________ (1)The service-based conditions applicable to 1/16th of the PRSUs subject to each tranche will be satisfied if the named executive officer remains in continuous service from the date of the grant until each PRSUs applicable vesting date, or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. The PRSU's service-based vesting dates are each March 20th, June 20th, September 20th and December 20th. (2)Ms. Khetani was granted a PRSU award in July 2024 in connection with her appointment as our Chief Financial Officer. (3)The named executive officer was granted a PRSU award in June 2024 in connection with our annual focal review. (4)Mr. Vice was granted a PRSU award in December 2024 in connection with his appointment as our Chief Revenue Officer.

  29. Severance and Change in Control Protection

    Severance and Change in Control Protection Wilmer CIC Agreement In connection with Mr. Wilmer's appointment as our President and Chief Executive Officer in November 2023, we entered into severance and change of control agreement referred to herein as 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, 2025, see the section “Fiscal 2025 Potential Payments Upon Termination or Change in Control” below. Fiscal 2025 Severance and Change in Control Program In connection with becoming a publicly-traded company, we entered into severance and change in control agreements with each of our then-serving 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. In connection with the expiration of the Original CIC Agreements, 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”). Our executive officers other than Mr. Wilmer participate in the Fiscal 2025 Severance Plan with Mr. Wilmer subject to the terms of the Wilmer CIC Agreement described above. Ms., Khetani, Mr. Singh and Mr. Vice became eligible to participate in the Fiscal 2025 Severance Plan in connection with their appointment as our Chief Financial Officer, Chief Customer Experience Officer and Chief Revenue Officer, respectively. 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 such named executive officer is eligible to receive is increased to the sum of (i) 100% of his or her annual base salary and target annual bonus and (ii) twelve months of COBRA premiums and his or her time-based equity awards outstanding at the time his or 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. For an estimate of the potential payments and benefits payable under the Fiscal 2025 Severance Plan for our eligible named executive officers as of January 31, 2025, see the section “Fiscal 2024 Potential Payments Upon Termination or Change in Control” below.

  30. Fiscal Year 2025 Summary Compensation Table

    | Name and Principal Position(1) | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Rick Wilmer | 2025 | 625,000 | — | 2,507,920 | — | — | — | 420 | 3,133,340 | | Chief Executive Officer | 2024 | 521,875 | — | 2,975,552 | — | — | — | — | 3,497,427 | | | 2023 | 232,628 | — | 8,444,186 | — | 96,678 | — | — | 8,773,492 | | Mansi Khetani | 2025 | 425,000 | — | 1,029,974 | — | — | — | 2,220 | 1,457,194 | | Chief Financial Officer and Chief Accounting Officer | 2024 | 369,142 | — | 1,385,063 | — | — | — | — | 1,754,205 | | Rebecca Chavez | 2025 | 430,000 | — | 813,833 | — | — | — | 420 | 1,244,253 | | Chief Legal Officer and Corporate Secretary | 2024 | 400,833 | — | 1,569,979 | — | — | — | — | 1,970,813 | | JD Singh | 2025 | 412,500 | — | 959,291 | — | — | — | 420 | 1,372,211 | | Chief Customer Experience Officer | — | — | — | — | — | — | — | — | — | | David Vice | 2025 | 168,750 | — | 1,435,050 | — | — | — | — | 1,603,800 | | Chief Revenue Officer | — | — | — | — | — | — | — | — | — |

  31. Fiscal Year 2025 Grants Of Plan-Based Awards Table

    Fiscal Year 2025 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, 2025.

  32. Fiscal Year 2025 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 | 12/3/24 | — | — | — | — | — | — | 2,162,000(4) | — | — | 2,507,920 | | | N/A(3) | — | — | — | — | — | — | — | — | — | — | | Mansi Khetani | 7/9/24 | — | — | — | 67,500 | 270,000(5) | — | — | — | — | 356,974 | | | 7/9/24 | — | — | — | — | — | — | 200,000(6) | — | — | 354,000 | | | 12/3/24 | — | — | — | — | — | — | 275,000(4) | — | — | 319,000 | | | N/A(3) | — | — | — | — | — | — | — | — | — | — | | Rebecca Chavez | 6/3/24 | — | — | — | 47,250 | 189,000(5) | — | — | — | — | 234,833 | | | 6/3/24 | — | — | — | — | — | — | 140,000(6) | — | — | 231,000 | | | 12/3/24 | — | — | — | — | — | — | 300,000(4) | — | — | 348,000 | | | N/A(3) | — | — | — | — | — | — | — | — | — | — | | JD Singh | 6/3/24 | — | — | — | 59,063 | 236,250(5) | — | — | — | — | 293,541 | | | 6/3/24 | — | — | — | — | — | — | 175,000(6) | — | — | 288,750 | | | 12/3/24 | — | — | — | — | — | — | 325,000(4) | — | — | 377,000 | | | N/A(3) | — | — | — | — | — | — | — | — | — | — | | David Vice | 12/3/24 | — | — | — | 219,375 | 877,500(7) | — | — | — | — | 681,050 | | | 12/3/24 | | | | | | | 650,000(8) | | | 754,000 | | | N/A(3) | — | — | — | — | — | — | — | — | — | — |

  33. Fiscal Year 2025 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 (or if such date is not a business date, on the next business day following such date). (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 March 28, 2025 for a discussion of the assumptions made in determining the grant date fair value of our equity awards. (3)When it established the fiscal 2025 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 2025 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 2025 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, 60%; Ms. Chavez, 60%; Mr. Singh, 60% and Mr. Vice, 100%. (4)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 with 1/2 of the RSUs vesting on the first anniversary of December 20, 2024, and 1/8th of the RSUs vesting 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. (5)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 the date of grant, 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 20, June 20, September 20, and December 20, with a four-year service-based vesting schedule and a five-year performance period. The amount reported as threshold represents the number of PRSUs that will vest if only one of the stock price triggers is 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. (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, with respect to 1/16th quarterly, 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. (7)Represents PRSU awards made pursuant to our 2021 Equity Incentive Plan. The service-based conditions applicable to 1/4th of the PRSUs subject to each tranche shall vest on the first anniversary of September 20, 2024 and thereafter 1/16th of the PRSUs subject to each tranche will vest quarterly thereafter, provided such officer remains in continuous service from the date of the grant until each PRSU vesting date occurring after the date of grant, 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 20, June 20, September 20, and December 20, with a four-year service-based vesting schedule and a five-year performance period. The amount reported as 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. (8)Represents RSU awards made pursuant to our 2021 Equity Incentive Plan. The service-based conditions applicable to 1/4th of the RSUs shall vest on the first anniversary of September 20, 2024, and 1/16th of the RSUs will vest quarterly thereafter, provided such officer remains in continuous service from the date of the grant until each RSU vesting date. Quarterly vesting dates are June 20, September 20, December 20 and March 20.

  34. Outstanding Equity Awards at Fiscal Year 2025 Year-End

    Outstanding Equity Awards at Fiscal Year 2025 Year-End The following table provides information regarding outstanding equity awards held by our named executive officers as of January 31, 2025. 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 2025 Potential Payments Upon Termination or Change in Control” below.

  35. Outstanding Equity Awards at Fiscal Year 2025 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 | — | — | — | — | — | 108,966(3) | 104,847 | — | — | | | 12/22/22 | — | — | — | — | — | 90,318(4) | 86,904 | — | — | | | 12/01/23 | — | — | — | — | — | 600,000(4) | 577,320 | — | — | | | 12/03/24 | — | — | — | — | — | 2,162,000(5) | 2,080,276 | — | — | | | 07/11/22 | — | — | — | — | — | — | — | 65,257(9) | 62,790 | | | 12/01/23 | — | — | — | — | — | — | — | 240,000(10) | 230,928 | | Mansi Khetani | 04/01/22 | — | — | — | — | — | 26,646(4) | 25,639 | — | — | | | 04/01/23 | — | — | — | — | — | 73,961(4) | 71,165 | — | — | | | 07/09/24 | — | — | — | — | — | 175,000(4) | 168,385 | — | — | | | 12/03/24 | — | — | — | — | — | 275,000(5) | 264,605 | — | — | | | 07/09/24 | — | — | — | — | — | — | — | 67,500(11) | 64,949 | | Rebecca Chavez | 12/01/21 | — | — | — | — | — | 8,717(4) | 8,387 | — | — | | | 06/01/22 | — | — | — | — | — | 44,170(6) | 42,500 | — | — | | | 03/01/23 | — | — | — | — | — | 23,556(4) | 22,666 | — | — | | | 12/01/23 | — | — | — | — | — | 150,000(7) | 144,330 | — | — | | | 06/03/24 | — | — | — | — | — | 122,500(4) | 117,870 | — | — | | | 12/03/24 | — | — | — | — | — | 300,000(5) | 288,660 | — | — | | | 06/01/22 | — | — | — | — | — | — | — | 23,878(12) | 22,975 | | | 03/01/23 | — | — | — | — | — | — | — | 15,223(13) | 14,648 | | | 06/03/24 | — | — | — | — | — | — | — | 47,250(11) | 45,464 | | JD Singh | 10/31/22 | — | — | — | — | — | 141,511(4) | 136,162 | — | — | | | 09/01/23 | — | — | — | — | — | 46,478(4) | 44,721 | — | — | | | 12/20/23 | — | — | — | — | — | 67,500(7) | 64,949 | — | — | | | 06/03/24 | — | — | — | — | — | 153,125(4) | 147,337 | — | — | | | 12/03/24 | — | — | — | — | — | 325,000(5) | 312,715 | — | — | | | 06/03/24 | — | — | — | — | — | — | — | 59,063(11) | 56,830 | | David Vice | 09/16/24 | — | — | — | — | — | 650,000(8) | 625,430 | — | — | | | 09/16/24 | — | — | — | — | — | — | — | 219,375(14) | 211,083 |

  36. Outstanding Equity Awards at Fiscal Year 2025 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 2025 of $0.9622 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 2025, which was $0.9622 per share. In calculating the number of PRSUs and their value, we are required by SEC rules to compare our performance through fiscal 2025 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, 2025, 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 2025 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 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. (4)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. (5)Represents the unvested portion of RSU awards vesting over a two-year period, 50% of the shares will vest on December 20, 2025 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. (6)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. (7)Represents the unvested portion of RSU awards vesting over a two-year period, 50% of the shares vested 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. (8)Represents the unvested portion of RSU awards which will vest over a four-year period. 20% of the RSUs will vest on September 20, 2025, and the remainder vesting at 1/16th 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. (9)Represents the unearned portions of PRSU awards. The service-based conditions applicable to the PRSUs will vest over a five-year period. The service based vesting conditions with respect to 20% of the PRSUs was satisfied on June 20, 2023, and the service based vesting conditions with respect to the remainder will be satisfied 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 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. (10)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 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. (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 June 20, 2024, or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. The stock price appreciation targets are described in greater detail in “Compensation Discussion and Analysis” above and must be achieved on or prior to the five-year anniversary of the grant date. The PRSUs service-based vesting dates are each March 20, June 20, September 20 and December 20. (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 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 30, 2023, or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. The stock price appreciation targets 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 the PRSUs will vest over a four-year period. 25% of the PRSUs will vest on September 20, 2025, 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 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.

  37. Fiscal Year 2025 Option Exercises and Stock Vested Table

    Fiscal Year 2025 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, 2025.

  38. Fiscal Year 2025 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 | — | — | 288,745 | 417,236 | | Mansi Khetani | 128,259 | 80,803 | 222,935 | 318,141 | | Rebecca Chavez | — | — | 217,170 | 265,261 | | JD Singh | — | — | 187,140 | 246,330 | | David Vice | — | — | — | — |

  39. Fiscal Year 2025 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.

  40. Fiscal Year 2025 Potential Payments Upon Termination or Change in Control

    Fiscal Year 2025 Potential Payments Upon Termination or Change in Control Our named executive officers, other than Mr. Wilmer, are eligible for severance payments pursuant to our Fiscal 2025 Severance Plan and Mr. Wilmer is eligible for severance payments pursuant to the Wilmer CIC Agreement, each of which is described more completely above in the section “Executive Compensation - Severance and Change in Control Protection.” In addition, our outstanding employee equity award agreements, including options, RSUs and PRSUs, 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 a participant's termination of employment due to death or total and permanent disability any PRSUs awards will only vest to the extent the performance-based vesting conditions have been achieved as of the date of such termination. With respect to the PRSUs granted to our named executive officers, in fiscal 2024 and fiscal 2025 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 applicable stock price appreciation targets. 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 named executive officer’s continuous service through such time. Because the Company’s trading price in the three trading days prior to January 31, 2025, did not meet the minimum stock price appreciation target for any tranche of the PRSUs granted to our named executive officers, there is no value attributable to the PRSUs in the table below assuming the participant's death or disability, or a change in control occurred, as of January 31, 2025. 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, assuming both a change in control (if applicable), death or disability and each officer’s termination of employment occurred on January 31, 2025.

  41. Fiscal Year 2025 Potential Payments Upon Termination or Change in Control

    | Name | Cash Severance ($) | Equity Acceleration(1) ($) | Total ($) | | Rick Wilmer | | | | | Non-Change in Control Termination | 655,478 | — | 655,478 | | Change in Control Termination | 1,608,217 | 2,849,347 | 4,457,564 | | Death or Disability | — | 2,849,347 | 2,849,347 | | Mansi Khetani | | | | | Non-Change in Control Termination | 212,629 | — | 212,629 | | Change in Control Termination | 425,259 | 529,794 | 955,053 | | Death or Disability | — | 529,794 | 529,794 | | Rebecca Chavez | | | | | Non-Change in Control Termination | 221,923 | — | 221,923 | | Change in Control Termination | 443,846 | 624,413 | 1,068,259 | | Death or Disability | — | 624,413 | 624,413 | | JD Singh | | | | | Non-Change in Control Termination | 228,268 | — | 228,268 | | Change in Control Termination | 456,537 | 705,883 | 1,162,420 | | Death or Disability | — | 705,883 | 705,883 | | David Vice | | | | | Non-Change in Control Termination | 246,544 | — | 246,544 | | Change in Control Termination | 493,089 | 625,430 | 1,118,519 | | Death or Disability | — | 625,430 | 625,430 |

  42. Fiscal Year 2025 Potential Payments Upon Termination or Change in Control

    (1)Reflects the number of RSUs or PRSUs held by the named executive officer that would have vested on January 31, 2025, under each scenario, multiplied by the closing price of our common stock on the last day of the fiscal year of $0.9622 per share.

  43. 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, 2025, Mr. Wilmer, against the median of the annual total compensation of all of our employees (other than Mr. Wilmer), for our fiscal 2025, determined in accordance with SEC rules. The methodology we used to calculate the pay ratio is described below.

  44. Chief Executive Officer Pay Ratio Disclosures

    | (A) Annual Total Compensation of Mr. Wilmer | $3,133,340 | | (B) Annual Total Compensation of Median Employee | $76,035 | | (C) Ratio of A/B | 41:1 |

  45. Chief Executive Officer Pay Ratio Disclosures

    ________________ The pay ratio was calculated in a manner consistent with Item 402(u) of Regulation S-K and based upon our reasonable judgment and assumptions (the "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 2025, we identified our median employee in the following manner: •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, 2025. 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, 2025. 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, 2025. •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.

  46. 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 2025 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.

  47. 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) | | 2025 | 3,133,340 | 813,460 | — | — | 1,419,365 | 883,085 | 9.62 | 196.80 | (277.1) | 417.1 | | 2024 | 3,497,427 | (366,144) | 602,418 | (30,047,981) | 1,081,990 | (3,297,967) | 19.00 | 180.58 | (457.6) | 506.6 | | 2023 | — | — | 16,755,533 | 12,734,139 | 7,444,668 | 6,379,049 | 121.40 | 117.74 | (345.1) | 468.1 | | 2022 | — | — | 58,679,085 | (43,687,041) | 6,277,153 | (842,989) | 138.50 | 147.72 | (132.2) | 241.0 | | 2021 | — | — | 859,167 | 118,772,104 | 598,305 | 16,150,311 | 380.60 | 132.23 | (197.0) | 146.5 |

  48. 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:

  49. Pay Versus Performance Disclosure

    | | | CEO (Rick Wilmer) ($) | | | | 2025 | | | Summary Compensation Table Total | 3,133,340 | | Less: | Grant Date Fair Value of Equity Awards | (2,507,920) | | Plus: | Year End Fair Value of Equity Awards Granted in the Year* | +2,075,520 | | Plus: | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year* | — | | | Change in Fair Value of Unvested Equity Awards Granted in Prior Years* | (1,767,651) | | | Change in Fair Value of Equity Awards From Prior Years that Vested in the Covered Year* | (119,829) | | = | Compensation Actually Paid | 813,460 | | | | Average of Other NEOs ($) | | | | 2025 | | | Summary Compensation Table Total | 1,419,365 | | Less: | Grant Date Fair Value of Equity Awards | (1,059,537) | | Less: | Fair Value as of the Prior Fiscal Year End of Forfeited Equity Awards in the Fiscal Year | — | | Plus: | Year End Fair Value of Equity Awards Granted in the Year* | +729,900 | | Plus: | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year* | +21,002 | | | Change in Fair Value of Unvested Equity Awards Granted in Prior Years* | (155,925) | | | Change in Fair Value of Equity Awards From Prior Years that Vested in the Covered Year* | (71,720) | | = | Compensation Actually Paid | 883,085 |

  50. 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 (refer to our Annual Report on Form 10-K filed on March 28, 2025 for additional detail). (2)The other NEOs in each covered year were as follows: 2025 - Mansi Khetani, Rebecca Chavez, JD Singh and David Vice 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 March 28, 2025. 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 2024/25 CAP to CEO are too small to have visible bar indicators in the chart. * 2022 Avg. NEO CAP and 2024/25 CAP to CEO is too small to have a visible bar indicator in the chart. * 2022 Avg. NEO and 2024/25 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 2025, to ChargePoint’s performance: 1)Revenue 2)Adjusted EBITDA 3)Absolute Stock Price Performance