Jeffrey Harris

About Jeffrey Harris

Independent director; Audit Committee Chair and SEC-designated “audit committee financial expert.” Age 69. On ChargePoint’s board since February 2021 and on Legacy ChargePoint’s board since December 2018 (cumulative tenure ~7 years). Founder of Global Reserve Group LLC (2012–present), Venture Partner at Quantum Energy Partners (2012–present), and former Managing Director at Warburg Pincus (1983–2011). Education: B.S. Economics, Wharton School; M.B.A., Harvard Business School. Re-elected at the July 8, 2025 annual meeting (votes for/withheld: 91,020,636 / 6,181,334).

Past Roles

Organization	Role	Tenure	Committees/Impact
Warburg Pincus LLC	Managing Director	1983–2011	Private equity leadership; energy and tech investing focus.
Global Reserve Group LLC	Founder	2012–present	Financial advisory and investment firm; energy and technology focus.
Quantum Energy Partners	Venture Partner	2012–present	Energy-focused private equity; governance/finance expertise.

External Roles

Organization	Role	Tenure	Committees/Notes
Knoll, Inc.	Director	Until July 2021	Former public company directorship.
InterPrivate II Acquisition Corp.	Director	Until Dec 2022	Former public company directorship (SPAC).

Board Governance

Committee assignments: Audit Committee Chair; members include Heystee, Singh-Bushell, Dhruv, and Harris. Harris qualifies as an “audit committee financial expert.”
Independence: Board determined Harris is independent under NYSE rules; for audit committee independence, the Board considered his role at Quantum Energy Partners (an ~8% holder through Q‑GRG VII) and relied on Rule 10A‑3 safe harbor (<10% beneficial ownership). Harris disclaims beneficial ownership of Quantum’s shares.
Attendance/engagement: Board met 8 times in FY2025; all directors met ≥75% attendance threshold except one (Ms. Chao at 70%). Audit Committee met 6 times.
Board leadership: Independent Chair (Bruce Chizen) and separate CEO; Chair presides over executive sessions.
Shareholder support: Re-elected July 8, 2025 (For 91,020,636; Withheld 6,181,334).

Fixed Compensation

Component	Amount	Notes
Annual cash retainer	$40,000	Paid quarterly; unchanged vs FY2024.
Audit Committee Chair fee	$20,000	Additional annual cash; paid quarterly.
Total cash FY2025 (reported)	$60,000	Fees Earned or Paid in Cash.

Performance Compensation

Grant Type	Grant Date/Structure	Shares/Value	Vesting/Terms
Annual RSU	Target ≈$185,000; number set by 20‑day average pre‑grant price (July 2024 cycle)	115,552 RSUs; grant date fair value $204,527	Vests in full on earlier of one‑year anniversary or next annual meeting; accelerates on death/disability or change in control.
Options	—	None disclosed for Harris in FY2025	Director equity delivered as RSUs under 2021 Plan.

Directors receive equity under the 2021 Equity Incentive Plan; new directors also receive a separate $200,000 RSU that vests over three years (not applicable to Harris in FY2025).

Other Directorships & Interlocks

Company	Category	Potential Interlock/Exposure
Quantum Energy Partners (via Q‑GRG VII (CP) Investment Partners, LLC)	Significant shareholder (~8.0%); Harris is a Venture Partner	Board affirmed audit independence under 10A‑3 safe harbor (<10%); Harris disclaims beneficial ownership. Monitor as a related‑party exposure due to significant ownership and audit chair role.
Prior: Knoll, Inc.; InterPrivate II Acquisition Corp.	Former public boards	No current interlocks disclosed.

Expertise & Qualifications

Financial expertise; designated Audit Committee Financial Expert (SEC definition).
Deep energy and clean technology investing background; governance and finance skillset.
Education: Wharton (B.S. Economics), Harvard Business School (M.B.A.).

Equity Ownership

Item	Details
Beneficial ownership (Harris)	Reported as “—” shares; <1% of outstanding shares.
Unvested director RSUs (as of Jan 31, 2025)	115,552 RSUs.
RSUs held by Harris for benefit of Q‑GRG VII	57,180 shares subject to RSUs held by Harris for Q‑GRG; Harris disclaims beneficial ownership of Q‑GRG’s holdings.
Significant holder linkage	Q‑GRG VII (CP) Investment Partners, LLC beneficially owns 37,788,381 shares (≈8.0%).
Hedging/pledging	Company policy prohibits hedging and pledging without approval.
Director ownership guidelines	Directors must hold ≥3x annual cash retainer within the later of 5 years from policy adoption (Mar 2023) or board appointment; individual compliance status not disclosed.

Governance Assessment

Strengths
- Independent director; Audit Chair with SEC “financial expert” status; Board attests audit independence despite Quantum affiliation via <10% safe harbor.
- Strong shareholder support for re‑election in 2025.
- Robust director equity participation (annual RSUs) and stock ownership policy to align interests.
- Anti‑hedging policy; clawback policy for executives aligns with governance best practices.
Watch items / potential red flags
- Significant shareholder linkage: Harris is a Venture Partner at Quantum Energy Partners; its affiliate Q‑GRG holds ~8% and some RSUs are held by Harris for Q‑GRG—while within 10A‑3 safe harbor, this creates a perceived independence/related‑party optics risk for an Audit Chair; monitor related‑party reviews.
- Corporate opportunity waiver: Board sought removal in 2025 following litigation, but stockholders did not approve; the waiver remains, which some investors view as shareholder‑unfriendly.
- Reverse stock split/NYSE compliance: Board authorized 1‑for‑20 split to regain compliance; while not director‑specific, it reflects governance under stress and potential investor scrutiny.
Director compensation mix (FY2025): $60,000 cash retainer and chair fee; $204,527 RSU grant—equity‑heavy structure supports alignment.
Shareholder feedback context: 2024 say‑on‑pay support ~90% suggests broad governance/compensation support environment.