CHARGEPOINT HOLDINGS, INC., DEF 14A filed on 5/22/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Jan. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name ChargePoint Holdings, Inc.
Entity Central Index Key 0001777393
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Jan. 31, 2025
Jan. 31, 2024
Jan. 31, 2023
Jan. 31, 2022
Jan. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Fiscal
Year
Summary
Compen-
sation
Table Total for
CEO (Rick Wilmer)
($)
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)
20253,133,340 813,460 — — 1,419,365 883,085 9.62 196.80 (277.1)417.1 
20243,497,427 (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 
        
Company Selected Measure Name Revenue        
Named Executive Officers, Footnote 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
        
Peer Group Issuers, Footnote S&P Application Software index, consistent with our stock performance chart in our Annual Report on Form 10-K filed on March 28, 2025.        
PEO Total Compensation Amount     $ 16,755,533 $ 58,679,085 $ 859,167
PEO Actually Paid Compensation Amount     12,734,139 (43,687,041) 118,772,104
Adjustment To PEO Compensation, Footnote 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:
CEO
(Rick Wilmer)
($)
2025
Summary Compensation Table Total3,133,340 
Less:Grant Date Fair Value of Equity Awards(2,507,920)
Plus:Year End Fair Value of Equity Awards Granted in the Year*+2,075,520 
Plus:Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year*— 
Change in Fair Value of Unvested Equity Awards Granted in Prior Years*(1,767,651)
Change in Fair Value of Equity Awards From Prior Years that Vested in the Covered Year*(119,829)
=Compensation Actually Paid813,460 
Average of Other NEOs
($)
2025
Summary Compensation Table Total1,419,365 
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 Paid883,085 
________________
*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). 		       
Non-PEO NEO Average Total Compensation Amount $ 1,419,365 $ 1,081,990 7,444,668 6,277,153 598,305
Non-PEO NEO Average Compensation Actually Paid Amount $ 883,085 (3,297,967) 6,379,049 (842,989) 16,150,311
Adjustment to Non-PEO NEO Compensation Footnote 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:
CEO
(Rick Wilmer)
($)
2025
Summary Compensation Table Total3,133,340 
Less:Grant Date Fair Value of Equity Awards(2,507,920)
Plus:Year End Fair Value of Equity Awards Granted in the Year*+2,075,520 
Plus:Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year*— 
Change in Fair Value of Unvested Equity Awards Granted in Prior Years*(1,767,651)
Change in Fair Value of Equity Awards From Prior Years that Vested in the Covered Year*(119,829)
=Compensation Actually Paid813,460 
Average of Other NEOs
($)
2025
Summary Compensation Table Total1,419,365 
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 Paid883,085 
________________
*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). 		       
Compensation Actually Paid vs. Total Shareholder Return
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:
2562
*    2022 Avg. NEO CAP and 2024/25 CAP to CEO are too small to have visible bar indicators in the chart.
        
Compensation Actually Paid vs. Net Income
2667
*    2022 Avg. NEO CAP and 2024/25 CAP to CEO is too small to have a visible bar indicator in the chart.
        
Compensation Actually Paid vs. Company Selected Measure
2771
*    2022 Avg. NEO and 2024/25 CAP to CEO is too small to have a visible bar indicator in the chart.
        
Total Shareholder Return Vs Peer Group
2872
        
Tabular List, Table
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
        
Total Shareholder Return Amount $ 9.62 19.00 121.40 138.50 380.60
Peer Group Total Shareholder Return Amount 196.80 180.58 117.74 147.72 132.23
Net Income (Loss) $ (277,100,000) $ (457,600,000) $ (345,100,000) $ (132,200,000) $ (197,000,000.0)
Company Selected Measure Amount 417,100,000 506,600,000 468,100,000 241,000,000.0 146,500,000
Measure:: 1          
Pay vs Performance Disclosure          
Name 1)Revenue        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Measure:: 3          
Pay vs Performance Disclosure          
Name Absolute Stock Price Performance        
Rick Wilmer [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 3,133,340 $ 3,497,427      
PEO Actually Paid Compensation Amount $ 813,460 (366,144)      
PEO Name Rick Wilmer        
Pasquale Romano [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   602,418      
PEO Actually Paid Compensation Amount   $ (30,047,981)      
PEO Name Pasquale Romano        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (2,507,920)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,075,520        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,767,651)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (119,829)        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,059,537)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 729,900        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (155,925)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 21,002        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (71,720)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Jan. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true