Rick Wilmer
ChargePoint HoldingsAbout Rick Wilmer
Rick “Rick” Wilmer is President, Chief Executive Officer, and a Class III director at ChargePoint (appointed CEO in Nov 2023; director since 2023). He has 30+ years of global operations, manufacturing, and customer support experience across North America, Europe, and Asia, with prior leadership roles at DoorDash/Chowbotics, Arista Networks, Mojo Networks, and Chowbotics. Education: B.S. in Chemistry, UC Berkeley. Performance context: FY2025 revenue was $417.1M and net income was -$277.1M; ChargePoint’s Pay-Versus-Performance table shows an initial $100 investment valued at $9.62 in 2025, reflecting significant TSR underperformance versus peer group ($196.80) during the period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chowbotics, Inc. | Chief Executive Officer | 2019–2021 | Led robotics company prior to sale; scaled fresh food automation |
| DoorDash, Inc. | Head of Chowbotics | 2021–2022 | Integrated Chowbotics operations post-acquisition |
| Arista Networks, Inc. | GM, Wi‑Fi business | 2018–2019 | Managed Wi‑Fi business after Mojo acquisition |
| Mojo Networks | Chief Executive Officer | 2014–2018 | Grew cloud-managed wireless networking; drove sale to Arista |
| ChargePoint | Chief Operating Officer; Chief Customer & Operations Officer | 2022–2023 | Reorganized operations, customer support; transitioned to CEO |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| None disclosed | — | — | No current external public company directorships disclosed for Wilmer |
Fixed Compensation
| Item | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 232,628 | 521,875 | 625,000 |
| Target Bonus (% of base) | — | 100% (increased upon CEO appointment in Nov 2023) | 100% |
| Actual Bonus Paid ($) | 96,678 | 0 (below threshold; no payout) | 0 (below threshold; no payout) |
Notes:
- 2024 Bonus metrics: annual revenue and adjusted EBITDA with hard thresholds; payout formula wholly financial; no qualitative overlay; outcome was 0% .
- 2025 Bonus metrics: full-year adj. EBITDA and Q4 adj. EBITDA (50%/50% weighting); thresholds not met; payout 0% .
Performance Compensation
Equity awards and design
- CEO PRSUs granted Dec 2023: four stock price tranches ($5, $7.50, $10, $12.50) requiring 90 consecutive trading days within a 5-year performance window; quarterly service-vesting over 4 years; none vested by Jan 31, 2024 .
- RSU grants: Dec 2024 spot RSU ($2,162,000 grant date value) with 50% vest on Dec 20, 2025 and remaining 1/8th quarterly thereafter; plus prior RSUs across 2022–2023 on quarterly schedules .
| Metric | Weighting | Target | Actual | Payout mechanics | Vesting |
|---|---|---|---|---|---|
| CEO PRSU Tranche 1 | 25% of PRSUs | $5.00 price for ≥90 consecutive trading days | Not achieved by FY2024 year-end | Vests only if market condition achieved; service vesting runs quarterly | Quarterly over 4 years; forfeiture if not achieved within 5 years |
| CEO PRSU Tranche 2 | 25% of PRSUs | $7.50 for ≥90 days | Not achieved by FY2024 year-end | As above | As above |
| CEO PRSU Tranche 3 | 25% of PRSUs | $10.00 for ≥90 days | Not achieved by FY2024 year-end | As above | As above |
| CEO PRSU Tranche 4 | 25% of PRSUs | $12.50 for ≥90 days | Not achieved by FY2024 year-end | As above | As above |
| Spot RSU (Dec 2024) | — | Service-based only | In progress | 50% cliff after 1 year, then 1/8th quarterly | Dec 20, 2025 cliff; then quarterly |
CEO equity grant values (grant-date):
- FY2025 RSU grant-date fair value: $2,507,920 .
- FY2024 RSU: $1,616,000; PRSU: $1,359,552 .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total beneficial ownership | 466,273 shares and 154,998 RSUs vesting within 60 days; <1% of outstanding |
| Options | None disclosed outstanding for Wilmer |
| Vested vs unvested shares (selected positions) | Unvested RSUs include 2,162,000 (12/03/24), 600,000 (12/01/23), 90,318 (12/22/22), 108,966 (07/11/22) |
| Unearned PRSUs at threshold (selected positions) | 65,257 (07/11/22) and 240,000 (12/01/23) reported at threshold; below threshold performance through FY2025 |
| Stock ownership guidelines | CEO must hold 5× salary; execs 1×; unvested time-based RSUs count; expected compliance within 5 years |
| Hedging/derivatives & pledging | Prohibited from hedging/derivatives; pledging requires compliance officer approval |
FY2025 vesting and realized value:
| Metric | FY2025 |
|---|---|
| Shares vested (RSUs) | 288,745 |
| Value realized on vesting ($) | 417,236 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment start (CEO) | Appointed Nov 2023; director since 2023 |
| Contract term | Severance and Change-in-Control agreement terminates automatically Dec 31, 2026 |
| Severance (no CIC) | Lump sum = current base salary + 12 months COBRA |
| Severance (CIC window) | 1.5×(base + target bonus) + 18 months COBRA; time-based equity vests 100%; performance equity vests at greater of target or actual (subject to grant terms) |
| Conditions | Release of claims; resignation from positions; return of company property |
| Clawbacks | Dodd-Frank-compliant recovery policy (Nov 2023); separate discretionary clawback for SVPs |
| Non-compete / non-solicit | Not specifically disclosed in proxy; standard at-will employment for executives |
FY2025 change-in-control sensitivity (Company’s estimate at Jan 31, 2025):
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|
| Non-CIC termination | 655,478 | — | 655,478 |
| CIC termination | 1,608,217 | 2,849,347 | 4,457,564 |
| Death/Disability | — | 2,849,347 | 2,849,347 |
Board Governance and Director Service
- Role: Class III director; no committee memberships listed for Wilmer. Board independence determination: Wilmer is not independent due to current employment; Chairman of the Board is independent (Bruce Chizen); CEO and Chair roles are separated, enhancing independence and oversight .
- Board activity: Board held 8 meetings in FY2025; each director attended ≥75% except one director at 70%; committees met regularly (Audit: 6; Compensation & Org Dev: 5; Nominating & Corp Gov: 4) .
- Director compensation applies to non-employee directors; annual retainers and RSUs detailed (e.g., $40,000 Board retainer; annual RSU ~ $185,000 grant-date value) .
Compensation Structure Analysis
- Shift toward at-risk equity: CEO PRSUs with stringent market hurdles (90-day price triggers) align payout with sustained TSR; none vested to date, indicating high bar for payout under current stock performance .
- Cash/equity mix stability: FY2025 total comp $3.13M largely equity-driven ($2.51M stock awards); no annual bonus paid due to financial underperformance (reinforces pay-for-performance) .
- Ownership alignment: CEO 5× salary guideline and prohibition on hedging/derivatives; pledging only with approval; beneficial ownership <1% suggests meaningful equity exposure primarily via unvested grants .
- Peer benchmarking: Compensation committee used a revised FY2025 peer group spanning clean energy, software, and industrial tech to calibrate pay and performance metrics .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~90%; Committee retained program design with emphasis on PRSUs and formulaic annual bonus metrics .
- 2023 say‑on‑pay approval ~81% .
Risk Indicators & Red Flags
- NYSE compliance: Received notice of non‑compliance with $1 minimum price (Feb 19, 2025); Board sought authority for 1:2–1:30 reverse split to regain compliance .
- Corporate opportunity waiver litigation: Putative class action challenged waiver provision; Board proposed deleting waiver from charter (Corporate Opportunity Waiver Proposal) .
- Financial performance pressure: FY2025 bonus plan paid 0% based on adjusted EBITDA thresholds not met; Pay‑Vs‑Performance table indicates severe TSR drawdown versus peers in FY2025 .
Equity Compensation Detail (Outstanding at FY2025 year-end)
| Category | Key positions |
|---|---|
| RSUs (Unvested) | 2,162,000 (12/03/24 spot); 600,000 (12/01/23); 90,318 (12/22/22); 108,966 (07/11/22) |
| PRSUs (Unearned at threshold) | 65,257 (07/11/22); 240,000 (12/01/23) |
| Vesting cadence | Quarterly on Mar 20, Jun 20, Sep 20, Dec 20; select RSUs with 50% one‑year cliff then quarterly |
Company Performance Snapshot (context for pay-for-performance)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Revenue ($ Millions) | 506.6 | 417.1 |
| Net Income ($ Millions) | (457.6) | (277.1) |
| $100 Investment — ChargePoint TSR ($) | 19.00 | 9.62 |
| $100 Investment — Peer Group TSR ($) | 180.58 | 196.80 |
Investment Implications
- Alignment improving but contingent: CEO PRSUs require sustained price recovery; no vesting to date underscores tight linkage to TSR. Large spot RSU in Dec 2024 adds retention but could introduce episodic selling pressure upon vesting events (e.g., Dec 2025 cliff) .
- Governance mitigants: Independent Chair and separated CEO/Chair roles; formal clawback; ownership guidelines; hedging/pledging constraints reduce misalignment risk .
- Downside guardrails: Double-trigger CIC with equity acceleration at target/actual protects management in transactions but could be dilutive; near-term stock price compliance risks addressed via reverse split authorization .
- Execution risk: Missed adjusted EBITDA targets and weak TSR in FY2025 suggest continued operational turnaround needed; compensation program’s at-risk design will constrain payouts until performance improves .