ChargePoint Holdings, Inc.CHPT
ChargePoint Holdings, Inc. Stock Compensation Disclosure
Equity Plans and Stock-Based Compensation
The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s consolidated statements of operations:
Year Ended January 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Cost of revenue | $ | 5,102 | $ | 6,154 | $ | 4,351 | |||||||||||
| Research and development | 37,050 | 50,935 | 37,967 | ||||||||||||||
| Sales and marketing | 15,875 | 22,934 | 17,393 | ||||||||||||||
| General and administrative | 17,624 | 37,314 | 33,639 | ||||||||||||||
| Total stock-based compensation expense | $ | 75,651 | $ | 117,337 | $ | 93,350 | |||||||||||
As of January 31, 2025, the Company had unrecognized stock-based compensation expense related to stock options, RSUs, PRSUs, and ESPP of $91.6 million, which is expected to be recognized over a weighted-average period of 1.8 years.
2021 Employee Stock Purchase Plan
On February 25, 2021, the stockholders of the Company approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The 2021 ESPP permits participants to purchase shares of the Company’s Common Stock, up to the IRS allowable limit, through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15% of their eligible compensation. The 2021 ESPP provides for consecutive, overlapping 24-month offering periods, subject to certain rollover and reset mechanisms as defined in the ESPP. Participants are permitted to purchase shares of the Company’s Common Stock at the end of each 6-month purchase period at 85% of the lower of the fair market value of the Company’s Common Stock on the first trading day of an offering period or on the last trading date of each purchase period. A participant may purchase a maximum of 10,000 shares of the Company’s Common Stock during a purchase period. Participants may end their participation at any time during an offering and will be refunded any accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company. The initial offering period was from October 1, 2021 through September 9, 2023. Thereafter, offering periods begin on March 10 and September 10.
Further, on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of Common Stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of shares of Common Stock issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares of Common Stock (subject to standard anti-dilution adjustments), or (iii) a number of shares of Common Stock determined by the Company’s Board of Directors. As of January 31, 2025, 14,319,166 shares of Common Stock were available under the 2021 ESPP.
During the year ended January 31, 2025, the Company's employees purchased 3,033,281 shares of its Common Stock under the 2021 ESPP. The shares were purchased at a weighted-average purchase price of $1.42 per share, with proceeds of $4.3 million. During the year ended January 31, 2024, the Company’s employees purchased 1,273,933 shares of its Common Stock under the 2021 ESPP. The shares were purchased at a weighted-average purchase price of $6.54 per share, with proceeds of $8.3 million. During the year ended January 31, 2023, the Company’s employees purchased 607,384 shares of its Common Stock under the 2021 ESPP. The shares were purchased at a weighted-average purchase price of $14.73 per share, with proceeds of $8.9 million.
2021 Equity Incentive Plan
On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 EIP”). Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), and certain other awards which are settled in the form of shares of Common Stock issued under this 2021 EIP. On the first day of each March, beginning on March 1, 2021 and continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number equal to the lesser of (a) 5% of the total number of shares of Common Stock actually issued and outstanding on the last day of the preceding month and (b) a number of shares of Common Stock determined by the Company’s Board of Directors. As of January 31, 2025, 31,665,417 shares of Common Stock were available under the 2021 EIP.
There were no options granted for the year ended January 31, 2025.
Restricted Stock Units
The 2021 EIP provides for the issuance of RSUs to employees and directors. A summary of activity of RSUs under the 2021 EIP at January 31, 2025 and changes during the periods then ended is presented in the following table:
| Number of Shares | Weighted Average Grant Date Fair Value per Share | ||||||||||
| Outstanding as of January 31, 2024 | 28,416,127 | $ | 7.35 | ||||||||
| RSU granted | 36,682,671 | $ | 1.40 | ||||||||
| RSU vested | (15,069,295) | $ | 4.95 | ||||||||
| RSU forfeited | (13,412,422) | $ | 6.02 | ||||||||
| Outstanding as of January 31, 2025 | 36,617,081 | $ | 2.86 | ||||||||
The total grant date fair value of RSUs vested during the year ended January 31, 2025, 2024 and 2023 were $74.6 million, $84.5 million, and $58.4 million, respectively.
Performance Restricted Stock Units
Pursuant to the 2021 EIP, the Company grants PRSUs to certain officers, including the Company’s Chief Executive Officer. Vesting of the PRSUs is dependent upon the satisfaction of both market- and service-based conditions occurring at the end of a - or period. The market-based condition is achieved if the closing price of the Company’s Common Stock is greater than or equal
to the applicable stock price appreciation target over a specified period at any time during the period beginning the date of the grant and ending on the expiration date.
A summary of activity of PRSUs under the 2021 EIP at January 31, 2025 and changes during the periods then ended is presented in the following table:
| Number of Shares | Weighted Average Grant Date Fair Value per Share | ||||||||||
| Outstanding as of January 31, 2024 | 3,147,782 | $ | 6.79 | ||||||||
| PRSU granted | 2,544,750 | $ | 1.10 | ||||||||
| PRSU forfeited | (1,959,352) | $ | 7.78 | ||||||||
| Outstanding as of January 31, 2025 | 3,733,180 | $ | 2.39 | ||||||||
2017 Plan and 2007 Plan
In fiscal year 2022, the Company terminated its 2017 Stock Option Plan (the “2017 Plan”) and 2007 Stock Option Plan (the “2007 Plan”). No further awards will be granted under the 2017 and 2007 Plans. As of January 31, 2025, 2,285,112 shares and 420,812 shares of Common Stock remain reserved for outstanding awards issued under the 2017 and 2007 Plans, respectively. Stock-based awards forfeited, cancelled or repurchased from the above plans generally are returned to the pool of shares of Common Stock available for issuance under the 2021 EIP Plan.
Stock Options Activity
A summary of option activity under the 2017 and 2007 Plans at January 31, 2025 and changes during the periods then ended is presented in the following table:
| Number of Stock Option Awards | Weighted Average Exercise Price | Weighted Average Remaining Contractual term (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
Outstanding as of January 31, 2024 | 11,396,756 | $ | 0.74 | 4.8 | $ | 13,276 | |||||||||||||||||
| Exercised | (8,590,468) | $ | 0.72 | ||||||||||||||||||||
| Cancelled | (100,364) | $ | 0.75 | ||||||||||||||||||||
Outstanding as of January 31, 2025 | 2,705,924 | $ | 0.77 | 3.9 | $ | 528 | |||||||||||||||||
Options vested and expected to vest as of January 31, 2025 | 2,705,924 | $ | 0.77 | 3.9 | $ | 528 | |||||||||||||||||
Exercisable as of January 31, 2025 | 2,705,924 | $ | 0.77 | 3.9 | $ | 528 | |||||||||||||||||
The Company did not grant any options during the years ended January 31, 2025 and 2024. The total fair value of options vested during the years ended January 31, 2025, 2024, and 2023 was $0.2 million, $46.3 million, and $2.0 million, respectively.
Determination of Fair Value
The Company records stock-based compensation based on the grant date fair value of the equity instruments issued to employees and uses different appropriate methods to establish the fair value depending on the features of the awards. The grant date fair value of RSUs equals the fair market value of the Company’s Common Stock on the grant date. The Company utilizes the Black-Scholes option-pricing model to establish the fair value of stock options and ESPP, and the Monte Carlo simulation model to establish the fair value of PRSUs containing a market condition.
The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of ESPP rights granted during the year ended January 31, 2025, 2024 and 2023 were as follows:
Year Ended January 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected volatility | 83.2% - 100.3% | 62.3% - 70.8% | 64.9% - 72.2% | ||||||||||||||
| Risk-free interest rate | 3.5% - 5.2% | 4.5% - 5.4% | 0.8% - 3.6% | ||||||||||||||
| Dividend rate | 0.0 | % | 0.0 | % | 0.0 | % | |||||||||||
| Expected term (in years) | 0.5 - 2.0 | 0.5 - 2.0 | 0.5 - 2.0 | ||||||||||||||
•Expected volatility: The expected volatility was determined by using a blended volatility approach of historical volatility and implied volatility.
•Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards.
•Expected dividend yield: The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock.
•Expected term: The expected term represents the length of time the ESPP rights under each purchase period are outstanding.
The weighted-average assumptions in the Monte Carlo valuation model used to determine the fair value of PRSUs granted during the year ended January 31, 2025, 2024 and 2023 were as follows:
Year Ended January 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected volatility | 81.7%- 84.8% | 68.4% - 82.4% | 72.1% - 74.0% | ||||||||||||||
| Risk-free interest rate | 3.6% - 4.3% | 4.0% - 4.3% | 2.8% - 3.3% | ||||||||||||||
| Dividend rate | 0.0 | % | 0.0 | % | 0.0 | % | |||||||||||
| Expected term (in years) | 1.1 - 3.07 | 0.9 - 3.1 | 0.3 - 4.8 | ||||||||||||||
•Expected volatility: The expected volatility was determined using a blended volatility approach of historical volatility and implied volatility.
•Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury Constant Maturities yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the options.
•Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its Common Stock.
•Expected term: The expected term input for the award with a market condition is based upon the derived service period (“DSP”). The DSP represents the duration of the median of the distribution of stock-price paths on which the market condition is satisfied.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 28, 2025 | Showing above |
| 2023 | Apr 3, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.