Mitesh Dhruv

About Mitesh Dhruv

Independent Class II director at ChargePoint Holdings (CHPT), age 47; appointed July 2024, current term to 2025 and nominated for a three-year term ending 2028. Former CFO of RingCentral; prior equity research analyst at Bank of America-Merrill Lynch; earlier roles at accounting firms including PwC. Credentials: CPA, Chartered Accountant, CFA; B.Com from University of Mumbai. The Board cites extensive finance and accounting experience and public-company management background as qualifications.

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Audit Committee. Audit Committee composition: Susan Heystee, Ekta Singh‑Bushell, Mitesh Dhruv, Jeffrey Harris (Chair; audit committee financial expert). The committee met six times in FY ended Jan 31, 2025.
• Independence: Board determined Dhruv (and 10 other directors) are independent under NYSE standards; CEO Rick Wilmer is non‑independent.
• Attendance: Board held 8 meetings in FY ended Jan 31, 2025; each director attended at least 75% of board/committee meetings except Elaine Chao (70%). Directors are encouraged (not required) to attend annual meetings; 9 of 11 directors attended the 2024 annual meeting.
• Board leadership: Roles separated; Bruce Chizen is independent Chairman; Rick Wilmer is CEO. Chairman presides over executive sessions.
• Risk oversight: Audit Committee oversees financial reporting, compliance, cybersecurity and reviews AI software/policy integration; Nominating & Corporate Governance oversees governance guidelines; Compensation & Organizational Development monitors compensation risk.

Fixed Compensation

• Expense reimbursement for reasonable out‑of‑pocket board/committee meeting costs.

Performance Compensation

• Directors do not receive options as part of the standard annual grant; Dhruv had RSUs outstanding but no options listed for him in FY2025 table.
• No cash bonus, PSUs or performance metric-based pay for directors; director equity is time-based RSUs.

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise: CPA, Chartered Accountant, CFA; CFO experience; equity research background; relevant to Audit Committee oversight.
• Industry exposure: Software/cloud finance and strategy; aligns with CHPT’s software-enabled charging platform.

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with deep accounting/finance credentials; fitting Audit Committee role; Board affirms independence.
  • Solid engagement: Board/committee cadence (8 board; 6 audit) and general attendance thresholds met across directors; annual meeting participation encouraged (9 of 11 in 2024).
  • Ownership alignment: Mandatory stock ownership guideline; director equity via RSUs; hedging prohibited, pledging controlled.
  • Compensation governance: Independent comp consultant (FW Cook) for executive/director comp; no tax gross‑ups; double‑trigger CIC for executives; use of peer group; strong say‑on‑pay support (~90% in 2024).
  • Conflict mitigation: Board seeks removal of broad corporate opportunity waiver via charter amendment after litigation challenge (a governance improvement).

• Watch items / Red flags

  • Market/listing risk: NYSE notice of non‑compliance with $1 minimum price; Board pursuing reverse split authority (one-for-two to one-for-thirty) to cure—signals challenging equity performance and potential dilution from increased authorized/unissued shares post-split.
  • Award acceleration: Director RSUs fully vest on change in control without a termination condition (single-trigger), which can be shareholder‑unfriendly if not balanced by ownership guidelines.
  • Interlock: Shared board service at Informatica with CHPT Chair may create network interlock; monitor for related‑party transactions or strategic overlaps (none disclosed for Dhruv in proxy sections reviewed).
  • Specific attendance by director not disclosed; only aggregate threshold reported (limits assessment of individual engagement).

Overall, Dhruv’s finance-centric profile and Audit Committee service support Board effectiveness on reporting, controls, cybersecurity/AI oversight; equity alignment via RSUs and ownership guidelines is positive, but single‑trigger CIC vesting for directors and the reverse split context warrant investor monitoring.

Director Compensation (FY2025)

• Standard program: $40,000 annual board retainer; additional chair fees as applicable; annual RSU sized to ~$185,000 grant-date value with full vest on earlier of one year or next annual meeting.

Committee Assignments (Current)

Other Directorships & Interlocks

Equity Ownership

Governance Notes and Signals

• Insider Trading Policy prohibits hedging and derivative transactions in CHPT securities; pledging requires approval—positive alignment safeguard.
• Audit Committee charter permits direct engagement of external advisors; oversees complaint handling and disclosure controls—strong formal oversight.
• Investor outreach: Chairman and management engaged investors ahead of 2024 annual meeting—positive engagement practice.
• Say‑on‑pay support ~90% in 2024 signals broad investor acceptance of compensation framework (for executives).

Important Policies Affecting Alignment and Risk

Summary Assessment for Investors

• Dhruv enhances Audit Committee strength via deep finance credentials; independence affirmed; equity-based director pay and ownership guidelines support alignment.
• Monitor single‑trigger CIC vesting on director RSUs, the reverse split execution/dilution dynamics, and board interlock at Informatica with the Chair; no Dhruv‑specific related‑party transactions disclosed in reviewed proxy sections.