John “David” Vice
Chief Revenue Officer at CHPT
Executive
About John “David” Vice
John “David” Vice, 58, is Chief Revenue Officer (CRO) at ChargePoint (appointed September 16, 2024). He has 30+ years leading global sales and marketing organizations; prior roles include CRO at NTT Data Services (after serving as President, Commercial Industries) and CRO at Omnitracs. He holds a B.A. in Marketing from Texas Tech University . Context: In FY2025, there was no payout under the formulaic bonus plan as thresholds were not achieved . Company TSR proxy metric shows value of initial $100 investment at 9.62 in FY2025, reflecting shareholder returns context during his arrival .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NTT Data Services | Chief Revenue Officer | Feb 2020 – Apr 2024 | Led global revenue; experience building high-performing, software-focused teams |
| NTT Data Services | President, Commercial Industries | May 2018 – Feb 2020 | Drove commercial industry go-to-market initiatives |
| Omnitracs, LLC | Chief Revenue Officer | Jul 2014 – Apr 2018 | Fleet SaaS sales leadership; global business and sales solutions |
External Roles
- No public company directorships or committee roles are mentioned in Mr. Vice’s executive officer biography in the DEF 14A .
Fixed Compensation
| Item | FY2025 details |
|---|---|
| Base salary (annualized) | $450,000 |
| Target bonus | 100% of base salary |
| FY2025 bonus payout | $0; thresholds not achieved under 2025 Bonus Program |
Notes:
- 2025 Bonus Program: multiple financial metrics linked to the Annual Operating Plan with threshold gates; entirely formulaic; no discretionary payout .
Performance Compensation
Equity grants (FY2025)
| Grant date | Instrument | Shares/Units | Grant date fair value ($) | Vesting schedule | Notes |
|---|---|---|---|---|---|
| Dec 3, 2024 | RSU | 650,000 | 754,000 | 25% vests on first anniversary of Sep 20, 2024; remaining 75% vests 1/16 quarterly thereafter on Mar 20/Jun 20/Sep 20/Dec 20, subject to service | New-hire RSUs under 2021 EIP |
| Dec 3, 2024 | PRSU | Threshold: 219,375; Target: 877,500 | 681,050 | Service dates quarterly (Mar 20/Jun 20/Sep 20/Dec 20) with a 4-year service schedule and 5-year performance period; vesting requires achieving stock-price appreciation targets; cliff of 1/4 then 1/16 quarterly thereafter post-cliff | New-hire PRSUs; market-condition stock price triggers; performance assessment framework per CD&A |
Cash incentive plan (FY2025)
| Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Multiple financial metrics tied to AOP; threshold gating | Not disclosed | 100% of base salary | Below threshold | 0% | N/A |
Equity vesting pressure and cadence
- RSU/PRSU quarterly vest dates: March 20, June 20, September 20, December 20 .
- No equity vested or options exercised by Mr. Vice in FY2025 (first grants were in December 2024) .
Equity Ownership & Alignment
| Holder snapshot | Quantity | Market value context |
|---|---|---|
| Initial ownership at appointment (Form 3, 9/16/2024) – Common stock | 0 | N/A |
| Unvested RSUs (as of 1/31/2025) | 650,000 | $625,430 (based on $0.9622 closing price) |
| Unvested PRSUs (threshold count as of 1/31/2025) | 219,375 | $211,083 (based on $0.9622 closing price) |
Policy alignment and restrictions:
- Hedging prohibited; pledging company stock requires compliance approval per Insider Trading Policy .
- Stock ownership guidelines are maintained for executives (individual compliance status not disclosed) .
Employment Terms
| Term | Detail |
|---|---|
| Role/Start | CRO; began Sept 16, 2024 |
| Base salary | $450,000 (annualized) |
| Target bonus | 100% of base salary |
| New-hire equity | 650,000 RSUs and approximately 877,500 PRSUs, subject to service and market-based vesting |
| Vesting cadence | Quarterly on Mar 20/Jun 20/Sep 20/Dec 20 per award footnotes |
| Employment | At-will; offer acceptance dated Aug 20, 2024; standard proprietary information and mutual arbitration agreements referenced |
Severance and change-in-control (CIC) economics:
- Plan structure (executives other than CEO): Non-CIC qualified termination (without cause/good reason) → lump sum cash equal to 6 months base salary + COBRA; CIC qualified termination (double trigger within 1 year of CIC) → cash equal to 100% base salary + 100% target bonus + 12 months COBRA; time-based equity vests; PRSUs vest at greater of target or actual unless award-specific CIC terms prevail .
- PRSU CIC treatment for FY2024/FY2025 grants: on CIC, performance period ends; performance measured using closing price three trading days prior to closing; any unmet tranches are forfeited; service-based PRSU condition is satisfied immediately prior to, but contingent upon, closing .
- Potential payments (as of 1/31/2025): Non-CIC termination cash $246,544; CIC termination cash $493,089 and equity acceleration $625,430; death/disability equity $625,430 .
Performance & Track Record
Company performance context during Mr. Vice’s arrival:
- No payout under the FY2025 bonus as thresholds were not met .
- Pay-versus-performance table shows FY2025 value of initial $100 investment (ChargePoint TSR) at 9.62 .
Company financials (contextual, FY basis):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 448,918,000* | 481,267,000* | 379,127,000* |
| EBITDA ($) | -316,732,000* | -393,210,000* | -213,980,000* |
*Values retrieved from S&P Global.
Compensation Governance, Say-on-Pay, and Committee Practices
- Say-on-Pay approval: 86.6% at 2022 meeting; ~81% at 2023 meeting; ~90% at 2024 meeting .
- Compensation Committee: solely independent directors; engaged an independent consultant (FW Cook) in FY2025; program employs multiple formulaic performance metrics; maintains stock ownership guidelines; double-trigger CIC; adopted clawback policy; no post-employment tax gross-ups .
Compensation Structure Analysis
- Equity-heavy new-hire package (RSUs + PRSUs) ties a large portion of Mr. Vice’s compensation to multi-year service and stock-price performance, with quarterly vesting driving ongoing retention incentives .
- FY2025 cash bonus gating led to zero payout (thresholds not met), reinforcing pay-for-performance discipline in a challenging operating year .
- CIC protections are standard for market peers (double-trigger), with PRSUs’ CIC treatment pinned to deal-price performance assessment, limiting windfalls if triggers are not met .
Related Policies and Risk Indicators
- Hedging prohibited; pledging only with compliance approval (governance positive) .
- Clawback policy adopted; no tax gross-ups (shareholder-friendly) .
- No Form 4 sales or vesting reported for Mr. Vice in FY2025; initial Form 3 reported no common stock owned at appointment .
Investment Implications
- Retention and alignment: Significant unvested RSUs and PRSUs with quarterly vesting create ongoing retention hooks and align Mr. Vice’s upside with stock-price recovery and execution of the revenue plan .
- Cash discipline: Zero FY2025 bonus payout under a formulaic plan signals committee discipline and increases reliance on equity for upside comp in the near term .
- Change-in-control risk/reward: Double-trigger CIC terms with PRSU deal-price assessment provide balanced protection without guaranteed acceleration on unmet market conditions, reducing parachute risk while preserving retention in strategic scenarios .