Mark Leschly
Director at CHPT
Board
About Mark Leschly
Independent director (age 56) serving on ChargePoint’s board since 2021, with prior service on Legacy ChargePoint’s board since December 2009; his current Class I term runs to the 2027 annual meeting . He is a seasoned investor and operator: Managing Partner at Rho Capital Partners (since 1999), Chairman/CEO of Universal Tennis (since 2017), and Managing Member of Iconica LLC (since 2014) . He holds an MBA from Stanford Graduate School of Business and a BA from Harvard University . The board has affirmed his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legacy ChargePoint | Director | Dec 2009–Feb 2021 | Early governance of EV charging scale-up |
| NGM Biopharmaceuticals, Inc. | Director (prior) | Jan 2008–May 2022 | Public board experience in life sciences |
| Rho Capital Partners, Inc. | Managing Partner | Since 1999 | Corporate finance and energy investing |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Universal Tennis, LLC | Chairman & CEO | Since 2017 | Private company; software platform for tennis analytics |
| Iconica LLC | Owner & Managing Member | Since 2014 | Investments at intersection of sports, media, tech |
| Rho Capital Partners, Inc. | Managing Partner | Since 1999 | Investment and VC management |
Board Governance
| Committee | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 4 | Oversees board composition and governance guidelines |
| Compensation & Organizational Development | Member | 5 | Oversees exec comp; engages independent consultant FW Cook |
| Independence | Independent Director | — | Board affirmed independence; no disqualifying relationships |
| Attendance | ≥75% | — | Met at least 75% aggregate board/committee attendance in FY2025 |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Board Cash Retainer | $40,000 | Paid quarterly, unchanged vs FY2024 |
| Committee Chair Fee (Nominating & Corporate Governance) | $8,000 | Chair premium |
| Total Fees Earned (Cash) | $48,000 | Matches retainer + chair fee |
Performance Compensation
Directors receive time-based RSUs; no performance metrics apply to director equity awards.
| Grant | Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU (FY2025 cycle) | 115,552 | $204,527 | Vests in full on earlier of 1-year anniversary or next annual meeting; accelerates on death/disability or change in control | Annual director grant sized at ~$185k target value divided by 20-day average price |
No director bonus, options, or performance-based equity disclosed for directors; program relies on cash retainer plus time-based RSUs .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed (NGM directorship ended May 2022) |
| Compensation committee interlocks | None; committee independence affirmed and no insider participation interlocks |
| Independent compensation consultant | FW Cook; independence assessed, no conflicts |
Expertise & Qualifications
- Corporate finance and energy investing experience; investor/operator across technology, sports/media .
- MBA (Stanford GSB) and BA (Harvard) .
- Long-tenured governance at ChargePoint/Legacy ChargePoint since 2009 .
Equity Ownership
| Category | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 478,126 shares (<1%) | 57,180 shares held by Leschly; 420,946 shares held by Iconica LLC (controlled by Leschly) |
| RSUs outstanding (as of 1/31/2025) | 115,552 RSUs | Standard annual director RSU |
| Ownership guidelines (directors) | 3x base cash retainer | 5-year window from policy adoption or appointment; compliance by individual not disclosed |
| Hedging/pledging policy | Hedging prohibited; pledging requires approval under Insider Trading Policy |
Insider Trades
| Date | Transaction | Securities | Source |
|---|---|---|---|
| Jul 8, 2025 | Annual director stock award | 254,785 RSUs | https://www.stocktitan.net/sec-filings/CHPT/page-2.html |
Governance Assessment
- Committee leadership and independence: As Chair of Nominating & Corporate Governance and member of the Compensation Committee, Leschly is positioned to influence board composition and pay practices. Committee independence and use of FW Cook as an independent advisor strengthen governance quality .
- Alignment and engagement: Cash fees are modest ($48k) and equity is time-based, which aligns director incentives to shareholder value without encouraging short-term risk; attendance met ≥75% thresholds in FY2025, indicating engagement .
- Ownership alignment: Direct and indirect holdings through Iconica LLC (total 478,126 shares) provide skin-in-the-game; RSU holdings and stock ownership guidelines further reinforce alignment; no hedging permitted, pledging requires approval .
- RED FLAGS and mitigants:
- Corporate opportunity waiver litigation: A stockholder suit challenged the charter’s waiver; the board—where Leschly chairs governance—moved to remove the waiver via stockholder-approved amendment, a positive governance corrective action .
- Reverse stock split authorization to address NYSE minimum price: Board sought authority for a reverse split to regain listing compliance; while not director-specific, it signals capital markets risk and potential dilution trade-offs; governance committees should oversee investor communications and equity plan impacts .
- Related-party/transactions: No related-party transactions involving Leschly disclosed; the company has a formal related-party transaction policy overseen by the Audit Committee .