Michael Linse
Director at CHPT
Board
About Michael Linse
Independent director since 2012 (Legacy ChargePoint since April 2012); age 50; Founder and Managing Director of Linse Capital LLC (growth equity, since Oct 2015) and Levitate Capital (venture capital, since Mar 2017). Former Partner at Kleiner Perkins Caufield & Byers (2008–Mar 2016) and previously over a decade at Goldman Sachs, most recently Managing Director on the alternative energy investing team. Education: B.A. in Economics, Harvard University; M.B.A., Harvard Business School. The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Linse Capital LLC | Founder & Managing Director | Since Oct 2015 | Growth equity investor in late-stage technology |
| Levitate Capital | Managing Director | Since Mar 2017 | Venture investing platform |
| Kleiner Perkins Caufield & Byers | Partner | 2008–Mar 2016 | Clean/alt energy investing |
| Goldman Sachs | Managing Director, Alternative Energy Investing Team | Over a decade (pre-2008) | Led alt energy investment efforts |
External Roles
| Organization | Role | Start | Committees/Notes |
|---|---|---|---|
| Valens Semiconductor Ltd. | Director | Current | Public company directorship |
Board Governance
- Committee assignments: Chair, Compensation and Organizational Development Committee; no Audit or Nominating committee memberships shown in the director matrix .
- Independence: Board determined Linse is independent (NYSE standards) .
- Attendance: Board met 8 times in FY2025; each director attended at least 75% of Board/committee meetings (except one director at 70%); committee meetings held—Audit: 6; Compensation: 5; Nominating: 4 .
- Board leadership: Independent Chairman (Bruce Chizen); CEO and Chair roles separated .
- Risk oversight: Audit oversees financial/cyber/AI policy risks; Compensation monitors incentive risk; Nominating oversees governance guidelines .
- Compensation governance: FW Cook engaged as independent consultant; committee assessed no conflicts of interest .
- Governance signals: Board proposes removal of broad “corporate opportunity waiver” following litigation (Delaware action), recommending stockholder approval .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer (Board service) | $40,000 | Paid quarterly in arrears |
| Compensation Committee Chair fee | $15,000 | Paid to committee chair |
| Total fees earned (Linse) | $55,000 | Sum of Board + Chair fees |
| Meeting fees | — | Not disclosed; retainer-based program |
| Expense reimbursement | Reasonable out-of-pocket | For Board/committee meeting attendance |
Performance Compensation
| Equity Element | Grant detail | Vesting | Grant-date fair value |
|---|---|---|---|
| Annual RSU grant (FY2025 directors) | 115,552 RSUs | Vests in full on earlier of 1-year from grant or next annual meeting; change-in-control, death/disability acceleration provisions | $204,527 |
| Linse outstanding RSUs (as of 1/31/2025) | 115,552 RSUs | Unvested RSUs referenced in director table | — |
| Options (director program) | — | None disclosed for Linse in FY2025 director comp table | — |
Director stock ownership guidelines: Non-employee directors must hold ≥3x annual cash retainer (i.e., ≥$120,000) within the later of 5 years from adoption (Mar 2023) or appointment; ongoing maintenance required .
Other Directorships & Interlocks
- Linse Capital entities are significant holders in CHPT via warrants (see Equity Ownership); audit committee oversees related party transactions; compensation consultant engagement disclosed as independent .
Expertise & Qualifications
- Deep investing expertise across alternative energy and technology; prior MD-level investing leadership at Goldman Sachs and partner at KPCB .
- Financial and corporate finance acumen; growth equity and venture governance experience .
- Technology and semiconductor board exposure via Valens Semiconductor .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 11,612,870 | Includes warrants and RSUs as detailed below |
| Ownership % of outstanding | 2.5% | Based on 461,648,150 shares outstanding (4/30/2025) |
| Components: Linse Capital CP V LLC warrants | 2,166,266 shares | Exercisable within 60 days |
| Components: Linse Capital CP VI LLC warrants | 9,389,424 shares | Exercisable within 60 days |
| Components: RSUs (for benefit of Linse Capital) | 57,180 shares | RSUs attributed for benefit of Linse Capital |
| Pledged shares | Not disclosed; pledging prohibited without approval | Insider Trading Policy prohibits hedging/derivatives; pledging requires compliance officer approval |
Note: As of May 19, 2025, CHPT closing price was $0.697 per share; combined with Linse’s reported share count, indicative value of holdings would materially exceed director ownership guideline multiples; calculation uses reported price and share count for directional context .
Governance Assessment
-
Strengths
- Independent director with extensive alternative energy investment and technology board experience; chairs Compensation and Organizational Development Committee .
- Committee uses independent consultant (FW Cook), with no conflicts; executive bonuses paid zero under FY2025 plan due to threshold miss—evidence of pay discipline; PRSUs with stock price hurdles align pay with shareholder outcomes .
- Robust insider trading policy restricting hedging and pledging; adoption of Dodd-Frank clawback policy and executive stock ownership guidelines .
- Board action to remove a broad corporate opportunity waiver after shareholder litigation—positive governance responsiveness .
-
Potential risks and conflicts
- Significant beneficial ownership via Linse Capital vehicles (warrants totaling ~11.6M shares, 2.5% of outstanding) creates alignment but also potential conflict considerations; related-party transaction policy assigns audit committee oversight .
- NYSE minimum price non-compliance triggered reverse split proposal; listing risk and potential dilution (more authorized unissued shares post-split) .
- No specific related-party transactions involving Linse disclosed in FY2025 proxy; ongoing vigilance warranted given ownership and board influence .
RED FLAGS
- Reverse stock split proposal to cure NYSE <$1 price—listing and dilution risk .
- Historic “corporate opportunity waiver” challenged in Delaware court; Board proposes removal, mitigating concern but highlights prior governance posture .
Appendix: Committee Composition and Activity
- Compensation and Organizational Development Committee: Linse (Chair), Chizen, Heystee, Leschly; 5 meetings in FY2025; report signed by Linse as Chair .
- Audit Committee: Heystee, Singh-Bushell, Dhruv, Harris; 6 meetings; Harris is audit committee financial expert .
- Nominating & Corporate Governance Committee: Bowman, Chao, Leschly, Wagoner; 4 meetings .
Notes on Disclosure Gaps
- Insider trading transactions (Form 4) are not presented in the proxy; the company’s insider trading policy and Section 16(a) compliance statement are disclosed (one late Form 4 for a former officer, not Linse) .