Mansi Khetani
ChargePoint HoldingsAbout Mansi Khetani
ChargePoint’s Chief Financial Officer and Chief Accounting Officer; interim CFO from November 16, 2023, appointed permanent CFO July 9, 2024, and named Chief Accounting Officer in December 2024 . She holds an MBA in Financial Management (S. P. Jain Institute of Management & Research) and is a Chartered Accountant (India); Bachelor’s in Commerce and Economics from the University of Mumbai . Age 50 as listed in ChargePoint’s 2025 Proxy . Company performance context: FY2025 revenue $417.1M vs $506.6M in FY2024; net loss improved to $(277.1)M from $(457.6)M; value of a $100 CHPT investment fell to $9.62 by FY2025 (company TSR table) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ChargePoint | Chief Financial Officer; Chief Accounting Officer | CFO since Jul 9, 2024; CAO since Dec 2024 | Finance leadership through turnaround; ownership of accounting and reporting |
| ChargePoint | Interim Chief Financial Officer | Nov 16, 2023 – Jun 2024 | Stabilized finance org during leadership transition; implemented EBITDA- and cash-focused KPI framework |
| ChargePoint | SVP, FP&A; VP, FP&A | Apr 2023 – Nov 2023; Dec 2018 – Apr 2023 | Built FP&A capability through rapid scale-up; long-range planning and resource allocation |
| Gainsight, Inc. | Sr. Director, FP&A | May 2017 – Dec 2018 | SaaS FP&A leadership |
| Piper Jaffray; Merrill Lynch | Senior investment banking roles | Not disclosed (prior to Gainsight) | Capital markets and M&A experience |
External Roles
- None disclosed in company filings for public company directorships or committees .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $425,000 (set at Interim CFO appointment in Nov 2023) | $425,000 |
| Target Bonus (% of Salary) | 40% | 60% (raised upon CFO appointment) |
| Actual Bonus Payout | 0% (below-threshold results under FY2024 plan) | 0% (below-threshold results under FY2025 plan) |
Performance Compensation
Annual Bonus Design and Outcome (FY2025)
| Performance Metric | Weight | Target/Threshold Design | Actual | Payout |
|---|---|---|---|---|
| Full-year Adjusted EBITDA | 50% | Threshold 90% of FY target; linear scaling to 150% at 140% of target | Below threshold | 0% |
| Q4 Adjusted EBITDA | 50% | Must meet 100% of Q4 target; zero if below | Below target | 0% |
| Overall | 100% | — | — | 0% |
Equity Grants and Vesting (FY2025 focal/promotional/retention)
| Award Type | Grant Date | Shares | Key Vesting Terms | Notes |
|---|---|---|---|---|
| RSU (promotion) | Jul 9, 2024 | 200,000 | 1/16th quarterly over 4 years; quarterly vest dates Mar 20, Jun 20, Sep 20, Dec 20 | Granted upon CFO appointment |
| PRSU (promotion) | Jul 9, 2024 | 270,000 | Dual-condition: service quarterly over 4 years AND stock-price triggers: $3, $5, $7.50, $10; each tranche vests if 90 consecutive trading days ≥ trigger within 5 years | Same market triggers as FY2025 program |
| RSU (retention “spot”) | Dec 3, 2024 | 275,000 | Two-year schedule: 50% vests Dec 20, 2025; remaining 50% vests in 1/8th quarterly after that; quarterly vest dates Mar 20, Jun 20, Sep 20, Dec 20 | Retention award |
As of Jan 31, 2025, no portion of FY2025 PRSUs had vested (market targets not yet achieved) .
Equity Ownership & Alignment
- Beneficial Ownership: 506,484 shares (includes 72,494 RSUs vesting within 60 days of Apr 30, 2025); indicated as “less than 1%” of shares outstanding in the table .
- Unvested/Outstanding Awards at year-end (Jan 31, 2025):
- Unvested RSUs: 26,646 (Apr-2022 grant), 73,961 (Apr-2023 grant), 175,000 (Jul-2024 promotion RSU), 275,000 (Dec-2024 retention RSU) .
- PRSUs (unearned at threshold): 67,500 (from 2024/2025 PRSU programs, threshold display per SEC rules) .
- Stock Ownership Guidelines: Executives must hold ≥1x base salary in CHPT stock within five years; unvested time-based RSUs count toward compliance .
- Hedging/Pledging: Hedging and derivatives prohibited; pledging requires compliance officer approval .
- Clawback: Non-discretionary Dodd-Frank compliant executive clawback adopted Nov 2023; separate discretionary clawback for SVPs .
Insider trading/pressure indicators:
- Reported Form 4 transactions include:
- Mar 21, 2025: Sale of 11,327 shares at ~$0.65 (open market) .
- Dec 21, 2023: Sale of 5,923 shares at ~$2.42 (open market) when serving as interim CFO .
- Jun 24, 2025: Filing indicates sales to cover tax withholding on vesting (sell-to-cover) .
- Ownership/vesting pattern: 275,000 RSUs have a 50% cliff scheduled for Dec 20, 2025 before split adjustment; future vesting events may create routine sell-to-cover activity around quarterly vest dates (Mar 20/Jun 20/Sep 20/Dec 20) .
Note: CHPT implemented a 1-for-20 reverse stock split effective July 9, 2025; share counts and prices post that date are split-adjusted; award tallies above reflect pre-split counts as of FY2025 year-end .
Employment Terms
- At-will employment via offer letters; standard benefit eligibility .
- Severance/Change-in-Control (CFO participates in Executive Severance Plan):
- Non-CIC Qualified Termination: Lump sum equal to 6 months’ base salary plus 6 months’ COBRA premiums .
- CIC Qualified Termination (within 1 year after CIC): Lump sum equal to 1x base salary + 1x target bonus, plus 12 months’ COBRA premiums; time-based equity vests 100%; PRSUs vest at greater of target or actual performance; awards with explicit CIC treatment follow award terms .
- Double-trigger structure (CIC + qualifying termination) and no tax gross-ups noted in governance summary .
- CFO appointment terms also included eligibility for Fiscal 2025 Severance Plan and target bonus increase to 60% .
Performance & Track Record
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Revenue ($M) | 146.5 | 241.0 | 468.1 | 506.6 | 417.1 |
| Net Income ($M) | (197.0) | (132.2) | (345.1) | (457.6) | (277.1) |
| ChargePoint “Value of $100” TSR | 380.60 | 138.50 | 121.40 | 19.00 | 9.62 |
Context: During Khetani’s interim-to-permanent CFO tenure (Nov 2023 onward), the Board emphasized adjusted EBITDA and cash discipline in bonus plans; however, FY2025 adjusted EBITDA metrics were not met, resulting in zero cash bonus payouts for NEOs . Stockholder support for Say-on-Pay remained positive (2025: 80.3M For vs 15.2M Against; 2024: 84.7M For vs 9.4M Against) . Reverse split was adopted to address NYSE minimum price compliance, reflecting market pressure during the period .
Compensation Structure Analysis
- Cash vs Equity Mix: Heavy shift to equity and at-risk instruments; FY2025 featured promotional and retention RSUs plus PRSUs with multiyear, market-based hurdles .
- Options to RSUs: Program primarily RSUs/PRSUs; no new option awards disclosed for NEOs in FY2025 .
- At-Risk Design: 50% of annual equity for executives (other than CEO) delivered as PRSUs tied to 4 stock-price tranches with a 90-day measurement; no vesting as of FY2025 year-end .
- Discretionary Bonuses: FY2024–FY2025 bonus frameworks were formulaic (no discretionary multiplier); payouts 0% when thresholds missed .
- Repricing/Modification: No option repricing disclosed; clawback and ownership policies strengthened in 2023 .
Compensation Peer Group and Governance
- Compensation consultant: FW Cook retained; independence affirmed .
- FY2025 peer set referenced in proxy (for broader executive pay context) .
- Say-on-Pay results: 2024 support ~90% (as noted), 2025 approval also obtained .
Investment Implications
- Alignment: CFO equity is largely time-based RSUs with a significant PRSU component that only vests on multi-quarter stock price appreciation ($3/$5/$7.50/$10 pre-split targets with 90-day requirement), aligning upside with sustained market gains; none vested by FY2025 year-end .
- Near-term supply/dilution dynamics: A 50% cliff on the 275,000 RSU retention grant vests Dec 20, 2025 (pre-split count), creating potential sell-to-cover flows; subsequent vesting is quarterly thereafter; promotional RSUs vest quarterly throughout the period .
- Risk/Red Flags: No hedging; pledging tightly controlled; no tax gross-ups; double-trigger CIC reduces windfall risk . Market risk remains elevated given the need for a reverse split to maintain NYSE listing and the depressed TSR trajectory through FY2025 .
- Execution Focus: Compensation levers (0% bonus, PRSU triggers) signal Board emphasis on cash/EBITDA and durable share-price recovery; insider Form 4s show limited discretionary selling, with sell-to-cover activity around vesting dates, which is typical and not, by itself, a negative signal .
Appendix: Key Tables for Mansi Khetani Awards and Ownership (as of FY2025 year-end)
- Outstanding RSUs (unvested): 26,646 (Apr-2022), 73,961 (Apr-2023), 175,000 (Jul-2024), 275,000 (Dec-2024) .
- Outstanding PRSUs (unearned at threshold display): 67,500 .
- Beneficial ownership: 506,484 shares; includes 72,494 RSUs vesting within 60 days; “less than 1%” indicated by star in ownership table .
Note on reverse split: On July 9, 2025, CHPT effected a 1-for-20 reverse split; all share counts above reflect pre-split numbers in the FY2025 proxy; current outstanding counts should be interpreted on a split-adjusted basis after that date .