G. Richard Wagoner, Jr.
Director at CHPT
Board
About G. Richard Wagoner, Jr.
G. Richard “Rick” Wagoner, Jr. (age 72) is an independent director of ChargePoint (CHPT). He joined ChargePoint’s legacy board in February 2017 and has served on the ChargePoint board since February 2021. Wagoner is the former Chairman and CEO of General Motors (2003–2009) and holds a bachelor’s degree from Duke University and an MBA from Harvard Business School. He currently serves on the boards of Invesco Ltd. (since October 2013) and Graham Holdings Inc. (since June 2010) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors Corporation | Chairman & Chief Executive Officer | 2003–2009 | Led the global automaker; preceded by multiple senior roles at GM from 1977–2009 |
| General Motors Corporation | Senior executive roles | 1977–2009 | Various senior positions prior to CEO role |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Invesco Ltd. | Director | Since Oct 2013 | Public company directorship |
| Graham Holdings Inc. | Director | Since Jun 2010 | Public company directorship |
| Aleris Corporation | Director (prior) | Aug 2010–Apr 2020 | Prior board service |
Board Governance
- Class II director; director since 2017 (legacy) and on ChargePoint board since 2021; nominated for a term expiring at the 2028 Annual Meeting .
- Independence: Board affirmatively determined Wagoner is independent under NYSE listing standards; no disqualifying relationships found .
- Committees:
- FY2024: Audit Committee member (Heystee, Singh-Bushell, Harris, Wagoner) .
- FY2025: Nominating & Corporate Governance Committee member (Bowman, Chao, Leschly, Wagoner) .
- Board/committee activity and attendance:
- FY2025: Board met 8 times; Audit met 6; Compensation met 5; Nominating met 4 .
- Attendance: Each director attended at least 75% of aggregate Board and committee meetings; Ms. Chao attended 70% (Wagoner met at least the 75% threshold) .
- Leadership: Roles separated—independent Chairman (Bruce Chizen) presides over executive sessions; CEO is not independent .
Committee Assignments (trend)
| Fiscal Year | Committee Membership |
|---|---|
| FY2024 | Audit Committee member |
| FY2025 | Nominating & Corporate Governance Committee member |
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| FY2025 | 40,000 | 204,527 (annual RSU grant) | 244,527 |
- Standard non-employee director cash retainer (paid quarterly): Board service $40,000; chair premiums (if applicable): Board Chair $30,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $8,000 .
Performance Compensation
| Award Type | Shares/Value | Vesting Schedule | Change-of-Control Treatment | Notes |
|---|---|---|---|---|
| Annual RSU (FY2025) | 115,552 RSUs; grant date fair value $204,527 | Vests in full on earlier of 1-year anniversary or next annual meeting, subject to continued service | Annual and new director RSUs vest in full upon death, permanent disability, or change in control while in service | Annual RSU target value ~$185,000 (share count set by 20-day average price) |
| New director RSU | Not applicable to Wagoner in FY2025 | N/A | N/A | Policy detail: new directors receive $200,000 three-year vesting RSU + prorated annual RSU; included for program context |
No performance metrics (e.g., revenue/EBITDA/TSR) are tied to director equity awards; awards are time-based and service-contingent .
Other Directorships & Interlocks
| Company | Position | Overlap/Interlock Risk |
|---|---|---|
| Invesco Ltd. | Director | Asset manager; no customer/supplier overlap disclosed with ChargePoint in provided materials |
| Graham Holdings Inc. | Director | Diversified holding company; no customer/supplier overlap disclosed with ChargePoint in provided materials |
- Independence review found no disqualifying relationships for Wagoner .
Expertise & Qualifications
- Extensive automobile industry experience, including CEO of GM; general management and public company board service .
- Meets NYSE independence standards; Board notes directors are financially literate and committee members meet independence requirements .
- Education: Duke University (bachelor’s), Harvard Business School (MBA) .
Equity Ownership
| As-of Date | Holder | Security Type | Amount |
|---|---|---|---|
| Apr 30, 2024 | Wagoner (direct) | Common shares | 35,255 |
| Apr 30, 2024 | Wagoner (direct) | Options exercisable within 60 days | 379,717 |
| Apr 30, 2024 | Wagoner Trust | Common shares | 70,166 |
| Apr 30, 2024 | Wagoner Trust | Warrant shares exercisable within 60 days | 35,129 |
| Apr 30, 2024 | Aggregate beneficial ownership | Total shares (including exercisable) | 520,267; less than 1% of outstanding |
| Jan 31, 2025 | Outstanding awards | Options to purchase shares | 379,717 |
| Jan 31, 2025 | Outstanding awards | Unvested RSUs | 115,552 |
- Stock Ownership Policy: Non-employee directors must hold at least 3× the base cash retainer in CHPT common stock; expected to achieve within the later of five years from March 2023 adoption or appointment date, and maintain thereafter .
- Insider Trading Policy: Prohibits hedging and transactions in derivatives; pledging requires compliance officer approval .
Governance Assessment
- Independence and Board roles: Wagoner is affirmed independent; serves on Nominating & Corporate Governance (FY2025) and previously Audit (FY2024), aligning his auto industry/management background with governance oversight rather than financial reporting in the current year .
- Attendance and engagement: Met at least the 75% attendance threshold; Board and committees were active (Board 8 meetings; committees 4–6), indicating regular engagement cadence .
- Pay structure and alignment: Director pay is primarily equity-based, with annual time-based RSUs that vest on short schedules or upon change-in-control/death/disability, which aligns directors with shareholder outcomes but includes single-trigger acceleration on change-in-control, a common but debated feature from an alignment standpoint .
- Ownership alignment: Beneficial holdings include common shares and significant options/warrants; subject to stock ownership guidelines (3× retainer) and anti-hedging/controlled pledging rules, supporting alignment and risk controls .
- Conflicts/related-party exposure: Board’s independence determination found no disqualifying relationships for Wagoner; related-party transactions are governed by an Audit Committee approval policy, with transactions >$120,000 requiring review—no Wagoner-specific related-party transactions are indicated in the provided materials .
RED FLAGS
- Change-in-control single-trigger vesting for director RSUs (accelerated vesting on deal closing) is investor-common but can be viewed as less performance-contingent; monitor for any future modifications or special grants .
- No pledging disclosed; policy restricts hedging and requires approval for pledging—continue to monitor Form 4 filings and proxy footnotes for any pledging/hedging exceptions .
Notes for Investors
- Committee rotation from Audit (FY2024) to Nominating (FY2025) suggests focus on board composition, governance guidelines, and performance reviews; this can influence board effectiveness in a turnaround or strategic transition environment .
- External directorships at Invesco and Graham Holdings broaden governance and capital markets perspectives; the proxy indicates no independence issues for Wagoner .
Director Compensation (Program Context)
| Component | Amount/Structure |
|---|---|
| Board annual cash retainer | $40,000 |
| Chair premiums (if applicable) | Board Chair $30,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $8,000 |
| Annual equity grant | RSUs with target ~$185,000; vest fully by next annual meeting or 1-year anniversary |
Related Policies
- Stock Ownership Guidelines: 3× base retainer; 5-year compliance window post-adoption or appointment .
- Insider Trading: No hedging/derivatives; pledging requires approval .
- Related-Party Transactions: Audit Committee or independent directors must approve; >$120,000 transactions reviewed with best-interest standard .