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Item 9A. Controls and Procedures

2025-03-28 compared with 2024-04-01 · 49 added, 67 removed, 150 unchanged (44% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures include controls and other procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, (“Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to ChargePoint’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,

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can provide only reasonable assurance of achieving the desired control objectives.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, (“Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to management, including ChargePoint’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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ChargePoint’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of ChargePoint’s internal control over financial reporting as of January 31, 2025, as stated in their report, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

Remediation of Previously Identified Material Weaknesses

As previously disclosed in our Annual Report on Form 10-K for the year ended January 31, 2023, and in subsequent quarterly reports, management concluded the following material weaknesses existed in ChargePoint’s internal control over financial reporting:

• ChargePoint did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of its consolidated financial statements.

Specifically, ChargePoint did not design and maintain (a) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately, (b) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to its financial applications and data to appropriate company personnel and (c) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements;

• ChargePoint did not design and maintain effective controls over segregation of duties.

ChargePoint began the implementation of certain remediation measures in fiscal year 2023 and continued to develop remediation plans and implemented additional measures throughout fiscal year 2024, completing the following actions and measures in order to remediate the control deficiencies that had led to the material weaknesses:

• Engaged an external advisor to assist with the documentation and evaluation of the design and implementation of controls in response to the IT general controls deficiencies;

• Designed and implemented new controls, and enhanced the design of existing IT general controls, including controls over program change management, the provisioning and monitoring of user access rights and privileges and program development processes and procedures;

• Designed and implemented enhanced policies and procedures related to the retention of documentary evidence for certain management review controls over segregation of duties, including precision of review and evidence of review procedures performed to demonstrate effective operation of such controls.

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During the quarter ended January 31, 2024, Management completed its testing and evaluation of the newly designed and enhanced control activities and determined that, as of January 31, 2024, these control activities have been appropriately designed and implemented, and have operated effectively for a sufficient period of time to conclude that these previously identified material weaknesses have been remediated.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting during the quarter ended January 31, 2025 that have materially affected, or are reasonably likely to materially affect, ChargePoint’s internal control over financial reporting.

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Other Information.

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Information relating to directors, executive officers and corporate governance will be presented in the definitive proxy statement filed pursuant to Regulation 14A for the 2025 Annual Meeting of Stockholders to be held on or about July 8, 2025, which information is incorporated herein by reference.

ChargePoint has an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to all personnel of ChargePoint and its subsidiaries, including directors, officers, employees and other covered persons.

ChargePoint believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.

A copy of the insider trading policy is filed as Exhibit 19.1 to this Annual Report.

Executive Compensation.

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0139004), filed with the SEC on March 1, 2021).

3.2 Amended and Restated Bylaws of ChargePoint Holdings, Inc., effective as of March 31, 2022 (incorporated by reference to Exhibit 3.2 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No.

001-39004), filed with the SEC on April 4, 2022).

3.2 Amended and Restated Bylaws of ChargePoint Holdings, Inc., effective as of Sep tember 5, 2024 (incorporated by reference to Exhibit 3.

1 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10- Q (File No.

001-39004), filed with the SEC on September 9, 2024 ).

3.3 Certificate of Change of Registered Agent and/or Registered Office (incorporated by reference to Exhibit 3.3 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No.

12 unchanged sentences

333-265986), filed with the SEC on July 1, 2022).

4.6 First Supplemental Indenture, dated as of October 24, 2023, by and among the Co mp any, ChargePoint, I n c., as guarantor and Wilmington Trust National Association , as trustee (incorp orated by reference to Exhibit 4.1 to ChargePoint Holdings, I nc.

’ s Cur rent Report on Form 8-K ( File No.

4.6 First Supplemental Indenture, dated as of October 24, 2023, by and among the Company, ChargePoint, Inc., as guarantor and Wilmington Trust National Association, as trustee (incorporated by reference to Exhibit 4.1 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on October 24, 2023).

5 unchanged sentences

Offer Letter, dated September 2, 2022, between ChargePoint, Inc.

and Jagdeep Singh.

Offer Letter between ChargePoint and Pasquale Romano, dated January 28, 2011 (incorporated by reference to Exhibit 10.14 to Switchback Energy Acquisition Corporation’s Registration Statement on Form S-4/A (File No.

333-249549), filed with the SEC on December 4, 2020).

10.5* Amendment to Employment Letter between ChargePoint and Pasquale Romano, dated December 21, 2012 (incorporated by reference to Exhibit 10.15 to Switchback Energy Acquisition Corporation’s Current Report on Form S-4/A (File No.

333-249549), filed with the SEC on December 4, 2020).

Transition and Separation Agreement and General Release, between ChargePoint Holdings, Inc., ChargePoint, Inc.

and Pasquale Romano, dated November 13, 2023 (incorporated by reference to Exhibit 10.5 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No.

001-39004), filed with the SEC on December 8, 2023).

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and Jagdeep Singh (incorporated by reference to Exhibit 10.

3 to ChargePoint Holdings, Inc.’s Annual Report on Form 10-K (File No.

0001-39004), filed with the SEC on April 1, 2024) .

ChargePoint Holdings, Inc.

6 unchanged sentences

001-39004), filed with the SEC on April 4, 2022).

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ChargePoint Holdings Incentive Bonus Plan (incorporated by reference to Exhibit 10.10 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

6 unchanged sentences

001-39004), filed with the SEC on March 1, 2021).

Offer Letter between ChargePoint and Michael Hughes, dated May 21, 2018 (incorporated by reference to Exhibit 10.15 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File No.

001-39004), filed with the SEC on March 1, 2021).

ChargePoint, Inc.

11 unchanged sentences

ChargePoint Holdings, Inc.

Executive Severance Plan, effective February 29, 2024.

Offer Letter between ChargePoint, Inc.

and Rex Jackson, dated November 19, 2021 (incorporated by reference to Exhibit 10.3 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No 0001-39004), filed with the SEC on June 7, 2022).

Executive Severance Plan, effective February 29, 2024 (incorporated by reference to Exhibit 10.

18 to ChargePoint Holdings, Inc.’s Ann ual Report on Form 10- K (File No.

0001-39004), filed with the SEC on April 1, 2024 ) .

10.15 Investment Agreement, dated April 4, 2022, by and among ChargePoint Holdings, Inc., ChargePoint, Inc.

12 unchanged sentences

and Mansi Khetani (incorporated by reference to Exhibit 10.3 to ChargePoint Holdings, Inc.’s Current Report on Form 8-K (File 001-39004), filed with the SEC on November 16, 2023).

Severance and Change in Control Agreement between ChargePoint, Holdings, Inc.’s and Mansi Khetani, dated December 5, 2023 (incorporated by reference to Exhibit 10.8 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No.

001-39004), filed with the SEC on December 8, 2023).

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T ransition and Separation Agreement and General Release , between ChargePoint Holdings, Inc.

, ChargePoint, I nc.

Jackson, dated November 15, 2023 (incorporated by reference to Exhibit 10.6 to ChargePoint Holdings, Inc.

’ s Quarterly Report on Form 10-Q (File No.

001-39004), filed with the SEC on December 8, 2023).

10.27*+^

Transition and Separation Agreement and General Release, between ChargePoint Holdings, Inc., ChargePoint, Inc., and Michael Hughes , dated January 9, 2024.

Form of Severance and Change in Control Agreement for ChargePoint (US) (incorporated by reference to Exhibit 10.19 to ChargePoint’s Post-Effective Amendment No.

2 to the Registration Statement on Form S-1 (File no.

333-253759), filed with the SEC on May 28, 2021).

21.1+ Material Subsidiaries of the Registrant

Second Addendum to Offer Letter, dated July 9, 2024, between ChargePoint, Inc.

and Mansi Khetani (incorporated by reference to Exhibit 10 .1 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No.

001-39004), filed with the SEC on September 9, 2024) .

Offer Letter, dated December 30, 2020, between ChargePoint, Inc.

and Rebecca Chavez (incorporated by reference to Exhibit 10.2 to ChargePoint Holdings, Inc.’s Quarterly Report on Form 10-Q (File No.

001-39004), filed with the SEC on September 9, 2024).

ChargePoint Holdings, Inc.

Insider Trading Policy

21.1 Material Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to ChargePoint Holdings, Inc.’s Annu al Report on Form 10-K (File No.

0001-39004), filed with the SEC on April 1, 2024)

23.1+ Consent of PricewaterhouseCoopers LLP.

3 unchanged sentences

32.1*** Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

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32.2*** Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

97.1 ChargePoint Holdings, Inc.

Dodd -Frank Policy on Recoup ment of Incentive Compensation, effective October 2, 2023.

Dodd-Frank Policy on Recoupment of Incentive Compensation, effective October 2, 2023 ( incorporated by reference to Exhibit 97.1 to ChargePoint Holdings, Inc.’s Annual Report on Form 10- K (File No.

001-39004), filed with the SEC on April 1 , 2024)

101.INS+ Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document).

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

April 1, 2024

March 28, 2025

CHARGEPOINT HOLDINGS, INC.

1 unchanged sentence

Mansi Khetani

Interim Chief Financial Officer and Principal Financial Officer

Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

POWER OF ATTORNEY

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/s/ Mansi Khetani

Interim Chief Financial Officer

April 1, 2024

Chief Financial Officer

March 28, 2025

MANSI KHETANI

(Principal Financial Officer)

/s/ Henrik Gerdes Chief Accounting Officer April 1, 2024

HENRIK GERDES (Principal Accounting Officer)

(Principal Financial Officer & Principal Accounting Officer)

/s/ Rick Wilmer

Chief Executive Officer and Director April 1, 2024

Chief Executive Officer and Director March 28, 2025

(Principal Executive Officer)

/s/ Roxanne Bowman Director April 1, 2024

/s/ Roxanne Bowman Director March 28, 2025

ROXANNE BOWMAN

/s/ Elaine L.

Chao Director April 1, 2024

/s/ Bruce Chizen Director April 1, 2024

/s/ Axel Harries Director April 1, 2024

/s/ Jeffrey Harris Director April 1, 2024

Chao Director March 28, 2025

/s/ Bruce Chizen Director March 28, 2025

/s/ Mitesh Dhruv

Director March 28, 2025

/s/ Axel Harries Director March 28, 2025

/s/ Jeffrey Harris Director March 28, 2025

JEFFREY HARRIS

/s/ Susan Heystee Director April 1, 2024

/s/ Susan Heystee Director March 28, 2025

SUSAN HEYSTEE

1 unchanged sentence

Signature Title Signature Date

/s/ Mark Leschly Director April 1, 2024

/s/ Michael Linse Director April 1, 2024

/s/ Mark Leschly Director March 28, 2025

/s/ Michael Linse Director March 28, 2025

MICHAEL LINSE

/s/ Ekta Singh-Bushell Director April 1, 2024

/s/ Ekta Singh-Bushell Director March 28, 2025

EKTA SINGH-BUSHELL

Richard Wagoner, Jr.

Director April 1, 2024

Director March 28, 2025

RICHARD WAGONER, JR.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures