Roxanne Bowman
About Roxanne Bowman
Independent director at ChargePoint (Class I), age 58, serving since February 2021 (Legacy ChargePoint director since August 2019). She is an Operating Executive at NMS Capital and previously served as CEO of PowerTeam Services (2013–2018). Education: B.S. Electrical Engineering (Clemson) and MBA (Virginia Tech Pamplin). Current term expires at the 2027 annual meeting; Board has affirmed her independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PowerTeam Services, LLC | Chief Executive Officer | Sep 2013 – Nov 2018 | Led a gas/electric utility services provider; utilities sector operating expertise |
| Legacy ChargePoint | Director | Aug 2019 – Feb 2021 | Pre-SPAC governance continuity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NMS Capital | Operating Executive | Mar 2019 – present | Private investment firm role; no related-party transactions disclosed with ChargePoint |
Board Governance
- Committee memberships: Nominating & Corporate Governance Committee member (2024: Bowman/Chizen/Leschly; 2025: Bowman/Chao/Leschly/Wagoner). No chair roles disclosed for Bowman .
- Independence: Board determined Bowman is independent under NYSE rules; Board majority independent; CEO not independent .
- Attendance: Board held 8 meetings in FY2025; all directors attended ≥75% of Board/committee meetings except Ms. Chao (70%). Bowman met the ≥75% threshold .
- Committee activity levels: FY2025 meetings — Audit (6), Compensation & Org Dev (5), Nominating & Corporate Governance (4) .
- Board leadership: Independent Chairman (Bruce Chizen) presides over executive sessions; roles of Chair and CEO are separated .
Fixed Compensation
| Fiscal Year | Annual Board Retainer (Cash) | Committee Chair Fees (if applicable) | Total Cash Fees | Notes |
|---|---|---|---|---|
| FY2025 (ended 1/31/2025) | $40,000 | None for Bowman | $40,000 | Program unchanged vs FY2024 |
| FY2024 (ended 1/31/2024) | $40,000 | None for Bowman | $40,000 | — |
Program detail: Chair adders — Board Chair $30,000; Audit Chair $20,000; Comp & Org Dev Chair $15,000; Nominating & Corp Gov Chair $8,000 .
Performance Compensation
| Fiscal Year | Equity Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| FY2025 | Annual RSU | 7/9/2024 | 115,552 RSUs | $204,527 | Vests in full on earlier of 1-year anniversary or next annual meeting, subject to service |
| FY2024 | Annual RSU | 2023 annual meeting window | Not disclosed (policy targets $185,000) | $187,459 | Same vesting mechanics per policy |
| FY2026 proxy period (for 2025 awards) | Annual RSU (Form 4) | 7/8/2025 | 254,785 RSUs (award “A”) | Not disclosed | Director RSU grants vest per director equity policy |
Policy detail: Continuing directors receive ~$185,000 annual RSU; new directors receive $200,000 RSU (3 tranches) plus a prorated RSU to next annual meeting. RSU counts determined using 20-trading-day average price; change-in-control, death, disability accelerate vesting .
Performance metrics tied to director compensation: None disclosed; director equity is time-based RSUs, not performance-conditioned .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No compensation committee interlocks at ChargePoint; committee members reported none . |
Expertise & Qualifications
- Utilities and infrastructure operating leadership; management, sales, marketing, strategic planning experience .
- Technical education (Electrical Engineering) and MBA; sector fit with EV charging and utility interface .
- Governance experience across legacy and current ChargePoint boards .
Equity Ownership
| As of Date | Beneficial Ownership (Shares) | % of Shares Outstanding | Outstanding Equity Instruments |
|---|---|---|---|
| 4/30/2025 | 399,730 | <1% (star footnote indicates less than 1%) | 115,552 unvested RSUs outstanding as of 1/31/2025 |
- Stock ownership policy (directors): Required to hold ≥3x annual base cash retainer within 5 years of adoption/appointment; maintenance required through service .
- Hedging/derivatives prohibited; pledging requires compliance officer approval under insider trading policy .
- Compliance status vs ownership guideline: Not disclosed for individual directors .
Insider Trades (Form 4 extracts)
| File Date | Transaction Date | Form | Type | Security | Quantity | Ownership After |
|---|---|---|---|---|---|---|
| 7/9/2025 | 7/8/2025 | Form 4 | A (Award) | RSU | 254,785 | 770,067 shares beneficially owned post-award |
Governance Assessment
- Independence and committee placement: Strong governance profile with independence affirmed; role on Nominating & Corporate Governance aligns with her operating background; no chair roles suggest limited agenda control but active governance engagement .
- Attendance: Met ≥75% threshold; supports board effectiveness and investor confidence .
- Pay-for-alignment: Director pay mix is cash retainer ($40k) plus time-based RSUs ($185k target). Year-over-year, cash unchanged; equity fair value increased (FY2024 $187,459 → FY2025 $204,527), with RSU count flexing with share price (indicative of stronger equity alignment but not performance-tied) .
- Ownership alignment: Material personal stake (399,730 shares) plus ongoing RSU awards; director ownership guidelines at 3x retainer support long-term alignment; hedging prohibited and pledging restricted, reducing misalignment risk .
- Conflicts/related party exposure: No related-party transactions disclosed involving Bowman; her NMS Capital role is identified without transactional ties to ChargePoint during the period .
- Red flags: None observed specific to Bowman. No hedging/pledging disclosures; attendance satisfactory; no option repricings; no interlocks from compensation committee membership (she is not a member) .
Signals for investors: Bowman brings relevant utilities operations expertise to governance, maintains independence and attendance, and participates in standard director equity programs that align with shareholder outcomes without introducing performance metric complexity or related-party risks .