Elaine L. Chao
ChargePoint HoldingsAbout Elaine L. Chao
Elaine L. Chao, 72, has served on ChargePoint’s Board since November 2021 (Class III; term expires at the 2026 annual meeting). She is the former U.S. Secretary of Transportation (2017–2021) and U.S. Secretary of Labor (2001–2009), with a BA in Economics from Mount Holyoke College and an MBA from Harvard Business School, bringing public policy and multi-sector governance experience to ChargePoint .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Transportation | Secretary of Transportation | Jan 2017–Jan 2021 | Led federal transportation policy and oversight |
| U.S. Department of Labor | Secretary of Labor | Jan 2001–Jan 2009 | Led labor policy and enforcement |
| Hyliion Holdings Corp | Director (prior) | Aug 2021–Mar 2023 | Board service; no committee disclosures in CHPT proxy |
| Embark Technology, Inc. | Director (prior) | Mar 2021–Aug 2023 | Board service; no committee disclosures in CHPT proxy |
External Roles
| Company | Role | Start Date | Notes |
|---|---|---|---|
| The Kroger Co. | Director | Aug 2021 | Current public company directorship |
| Mobileye Global, Inc. | Director | Jun 2024 | Current public company directorship |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; not a chair .
- Independence: Board determined Ms. Chao is independent under NYSE standards .
- Attendance and engagement: FY2025 Board held 8 meetings; Ms. Chao attended 70% of aggregate Board/committee meetings, below the 75% threshold met by other directors (red flag) .
- Board leadership: CEO and Chair roles are separated; independent Chairman presides over executive sessions .
- Committee activity: FY2025 Audit met 6x, Compensation & Organizational Development 5x, Nominating & Corporate Governance 4x .
- Corporate opportunity waiver removal: Board seeks to remove Article Thirteenth (waiver) after litigation; requires stockholder approval (positive governance move) .
Fixed Compensation
| Component | FY2025 Detail |
|---|---|
| Annual cash retainer | $40,000 (no change vs FY2024) |
| Committee chair fees | Not applicable (only chairs receive fees; Nominating Chair fee $8,000, but Chao is not chair) |
| Equity grant | Annual RSU award of 115,552 RSUs; grant-date fair value $204,527; vests in full on earlier of 1-year anniversary or next annual meeting; accelerated vesting on death/disability or change in control |
| FY2025 director total | $244,527 (cash $40,000 + stock awards $204,527) |
Performance Compensation
- Director equity is time-based RSUs; no performance metrics tied to director compensation. Annual grants sized at ~$185,000 using 20-day average stock price, with vesting schedules as noted; no PSUs for directors .
| Performance Metric | Applicable to Director Pay? | Notes |
|---|---|---|
| Revenue growth / EBITDA / TSR | No | Director RSUs are time-based; no performance hurdles disclosed |
Other Directorships & Interlocks
- Current public boards: Kroger; Mobileye .
- Prior boards: Hyliion; Embark .
- Interlocks/related-party exposure: No related-party transactions involving Ms. Chao disclosed; ChargePoint maintains a written policy requiring Audit Committee approval for related-party transactions >$120,000 .
Expertise & Qualifications
- Public policy leadership across transportation and labor departments .
- Broad board experience across public companies .
- Education: BA Economics (Mount Holyoke); MBA (Harvard) .
- Governance: Member of Nominating & Corporate Governance Committee with remit over board composition and corporate governance guidelines .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 51,179 shares; less than 1% of outstanding |
| RSUs outstanding (unvested) | 115,552 RSUs as of Jan 31, 2025 |
| Ownership guidelines | Non-employee directors must hold ≥3x annual cash retainer within 5 years of March 2023 or appointment; policy adopted March 2023 |
| Hedging/pledging policy | Hedging prohibited; pledging requires approval per Insider Trading Policy |
Governance Assessment
- Red flags:
- Attendance shortfall: 70% attendance vs peers ≥75% is a notable engagement risk for a governance committee member; investors may view this as a negative signal for board effectiveness .
- Positives:
- Independence affirmed; service on Nominating & Corporate Governance Committee supports governance oversight .
- Equity-heavy director pay (time-based RSUs) aligns interests; standard cash retainer size (no meeting fees) .
- Board action to remove broad corporate opportunity waiver addresses potential conflicts and aligns fiduciary duties with stockholder interests .
- Contextual risks:
- NYSE minimum price deficiency and pursuit of reverse split (to cure <$1 price) highlight capital markets risk; governance committee holds discretion to effect split within 1-for-2 to 1-for-30 range, increasing authorized but unissued shares post-split (potential dilution) .
- Investor implication:
- Continued monitoring of Ms. Chao’s attendance and contributions on governance matters is warranted; confirm subsequent-year participation rates and any leadership roles. Equity alignment is present, but lack of performance-conditioned director equity and attendance shortfall temper confidence .