Not independent
Tenure on this board
New nominee
3 nominees · 3 ballot items.
Election of three Class III directors; ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm; advisory approval of named executive officers’ compensation.
Elect the three Class III director nominees (Bruce Chizen, Michael Linse, Rick Wilmer) to hold office until the 2029 Annual Meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending January 31, 2027.
This proposal asks shareholders to ratify the Audit Committee’s selection of PwC as ChargePoint’s independent registered public accounting firm for fiscal 2027. Management is submitting this as a routine good-governance practice rather than as a legal requirement; PwC has acted as auditor to Legacy ChargePoint since 2016 and to the combined company since 2021. Ratification provides the Audit Committee with shareholder endorsement, but the committee retains discretion to change auditors regardless of the vote. The Audit Committee’s recommendation reflects its oversight role and consideration of PwC’s qualifications, independence, and historical relationship. The vote requires a majority of votes cast and is considered routine for broker voting purposes.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This non-binding proposal asks shareholders to approve the named executive officers’ compensation as disclosed—covering base salary, bonuses, RSUs, PRSUs, and related policies. Management frames its program as pay-for-performance with significant at-risk compensation: PRSUs tied to adjusted EBITDA, formulaic annual bonus contingent on adjusted EBITDA with threshold and caps, and stock-based settlements for any earned bonuses. The Board and Compensation Committee recommend approval, citing alignment with shareholder interests, retention needs in a competitive market, independent consultant input, use of peer benchmarking and governance safeguards like clawbacks, stock ownership guidelines, and double-trigger CIC arrangements. The key controversy centers on whether the adjusted EBITDA targets and the degree of CEO pay-at-risk are appropriately calibrated; shareholders concerned about executive rewards despite negative net income or missed EBITDA targets may withhold support. Given the advisory nature, the committee will consider results when setting future compensation but is not bound by the vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 3.70% | 903,233 | $6M |
| 2 | BlackRock, Inc. | 1.57% | 383,456 | $3M |
| 3 | MILLENNIUM MANAGEMENT LLC | 1.49% | 362,839 | $2M |
| 4 | Invesco Ltd. | 1.39% | 340,479 | $2M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 0.84% | 206,052 | $1M |
| 6 | GOLDMAN SACHS GROUP INC | 0.74% | 179,686 | $1M |
| 7 | MORGAN STANLEY | 0.71% | 173,848 | $1M |
| 8 | MARSHALL WACE, LLP | 0.65% | 158,719 | $1M |
| 9 | Point72 Asset Management, L.P.Activist | 0.61% | 149,784 | $995K |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 0.55% | 135,165 | $897K |
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