Bruce Chizen
Chairman of the Board at CHPT
Board
About Bruce Chizen
Independent Chairman of the Board at ChargePoint (CHPT); age 69; director since 2014 at Legacy ChargePoint and since 2021 at CHPT, with current Class III term expiring at the 2026 annual meeting. Background includes: Senior Adviser to Permira Advisers LLP (since July 2008), Operating Partner for Permira Growth Opportunities (since June 2018), Venture Partner at Voyager Capital (Aug 2009–May 2023), and prior Adobe roles including CEO (2000–2007), President (2000–2005), acting CFO (2006–2007), and Strategic Advisor (2007–2008). Bachelor’s degree from Brooklyn College, City University of New York.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adobe Systems Incorporated | CEO; President; Acting CFO; Strategic Advisor | CEO 2000–2007; President 2000–2005; Acting CFO 2006–2007; Advisor 2007–2008 | Led digital media/software strategy; C-suite financial and operating leadership |
| Permira Advisers LLP | Senior Adviser | Jul 2008–present | Private equity advisory; growth and tech expertise |
| Permira Growth Opportunities | Operating Partner | Jun 2018–present | Portfolio operating support; growth-stage investing |
| Voyager Capital | Venture Partner | Aug 2009–May 2023 | Venture investing; board/mentor roles |
| Independent Consultant | Consultant | Current | Advisory across software/media |
External Roles
| Company | Role | Director Since | Notes |
|---|---|---|---|
| Synopsys, Inc. | Director | Apr 2001 | Independent public company director |
| Oracle Corporation | Director | Jul 2008 | Independent public company director |
| Informatica Inc. | Director | Aug 2015 | Independent public company director |
Board Governance
- Board leadership: roles separated; Rick Wilmer is CEO and Bruce Chizen serves as independent Chairman, presiding over executive sessions.
- Independence: Board affirmatively determined Chizen is independent under NYSE standards.
- Committees: Member, Compensation and Organizational Development Committee; signs Compensation Committee report.
- Committee meeting frequency FY2025: Audit (6), Compensation (5), Nominating & Corporate Governance (4).
- Attendance FY2025: Board held 8 meetings; each director attended ≥75% of aggregate Board+committee meetings except Ms. Chao (70%); Chizen met the ≥75% threshold.
- Nominating & Corporate Governance Committee membership shift: Chizen served on Nominating in FY2024; committee in FY2025 comprised Bowman, Chao, Leschly, Wagoner (Chizen no longer listed).
Fixed Compensation
| Item | FY2024 | FY2025 |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | $40,000 |
| Board Chair additional retainer | $30,000 | $30,000 |
| Committee Chair retainers (for reference) | Audit $20,000; Comp $15,000; Nominating $8,000 | Audit $20,000; Comp $15,000; Nominating $8,000 |
| Bruce Chizen – Fees Earned/Paid (cash) | $70,000 | $70,000 |
Performance Compensation
| Item | FY2024 | FY2025 |
|---|---|---|
| Annual director equity grant (program) | ~$185,000 RSU grant; vests in full at earlier of 1-year anniversary or next annual meeting; share count set by 20-trading-day average price; accelerates on death/disability or change in control | ~$185,000 RSU grant; same vest mechanics; accelerates on death/disability or change in control |
| New director equity (program) | $200,000 RSU (3 equal annual installments) + prorated ~$185,000 RSU (vests at next annual meeting) | $200,000 RSU (3 equal annual installments) + prorated ~$185,000 RSU (vests at next annual meeting) |
| Bruce Chizen – Stock Awards (grant-date fair value) | $187,459 | $204,527 |
Notes:
- Director equity is time-based RSUs; no performance metrics tied to director awards are disclosed.
- Equity award fair value determined under ASC 718; share counts based on 20-day average closing price before grant.
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Compensation Committee interlocks | None: committee members have not served on boards/comp committees of entities with CHPT executives. |
| Compensation consultant | FW Cook engaged for executive and director compensation; committee assessed independence; no conflict of interest. |
| Potential related-party transactions | Board/committee review via written policy; Audit Committee oversees related-party transactions >$120,000; no specific Chizen-related transactions disclosed. |
| Corporate opportunity waiver | Proposal to remove waiver from Charter failed at 2025 meeting; waiver provision remains in Charter. |
Expertise & Qualifications
- Extensive executive leadership in software and digital media (Adobe CEO/President), with finance experience (acting CFO).
- Long-standing public company board experience across large-cap enterprise software (Oracle, Synopsys) and data management (Informatica).
- Private equity and growth investing background (Permira senior adviser/operating partner; Voyager venture partner).
Equity Ownership
| Holder/Instrument | Shares/Units | Notes |
|---|---|---|
| Direct – Bruce Chizen | 46,087 | Common shares |
| Options exercisable within 60 days | 338,640 | Held directly |
| Bruce Chizen 2009 Irrevocable Trust | 1,247,256 | Common shares |
| Bruce Chizen 2009 Irrevocable Trust – Warrant | 87,821 | Warrant shares exercisable within 60 days |
| Gail Chizen 2009 Irrevocable Trust | 3,966 | Common shares |
| Total beneficial ownership (per table) | 1,723,770 | Less than 1% of outstanding shares (based on 461,648,150 shares as of Apr 30, 2025) |
| Pledging/Hedging | Company policy prohibits hedging and publicly traded options; pledging requires compliance officer approval. No pledges disclosed for Chizen. |
Say‑On‑Pay & Shareholder Feedback
| Year | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| 2024 | 84,720,232 | 9,440,339 | 2,765,121 | 154,263,810 |
| 2025 | 80,276,324 | 15,215,788 | 1,709,858 | 173,439,297 |
Governance Assessment
- Positive: Independent Chairman with clear separation from CEO enhances oversight; Chizen presides over executive sessions.
- Positive: Strong attendance (≥75%) and active committee cadence (Comp 5, Audit 6, NomGov 4) support engagement.
- Positive: Compensation Committee independence confirmed; engagement of FW Cook with no conflicts; interlocks disclosure clean.
- Alignment: Material beneficial ownership via personal holdings, options, and trust interests (total 1,723,770); no pledging disclosed; hedging restricted by policy.
- Compensation: Director pay remains largely equity-based RSUs with standardized vesting; cash reflects Board + Chair retainers ($70,000 cash and ~$205,000 equity in FY2025).
- Watch item (RED FLAG potential): Corporate opportunity waiver provision remains after shareholders did not approve removal—may permit certain directors/affiliates to pursue opportunities without duty to present to CHPT. Monitor for conflicts with external affiliations.
- Related-party oversight: Formal policy places approval with Audit Committee; no Chizen-related transactions disclosed in FY2025 proxy.