Susan Heystee
Director at CHPT
Board
About Susan Heystee
Susan Heystee, 63, is an independent Class II director of ChargePoint, serving since May 2021. She holds bachelor’s degrees in mathematics and business from the University of Waterloo and completed the Advanced Management Program at Harvard Business School. Her background includes senior go-to-market roles in automotive telematics and fleet management software, and she is nominated to continue serving through the 2028 annual meeting. She also serves on the board of Ouster, Inc. (public lidar company) since September 2018.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Telogis, Inc. | EVP, Global Sales & OEM Business | Feb 2010 – Dec 2016 | Led OEM partnerships and global sales in fleet/telematics; Telogis acquired by Verizon in July 2016 |
| Verizon Connect | SVP, Global Automotive Business | Jan 2017 – Jun 2018 | Senior leadership in automotive telematics/fleet software |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| Ouster, Inc. | Director | Sep 2018 | Committee roles not disclosed in CHPT proxy |
Board Governance
- Committee assignments: Audit Committee member; Compensation & Organizational Development Committee member (not Chair). Audit Committee during FY2025 comprised Heystee, Ekta Singh-Bushell, Mitesh Dhruv, and Jeffrey Harris (Chair). Compensation Committee comprised Heystee, Bruce Chizen, Mark Leschly, and Michael Linse (Chair).
- Independence: Board determined Heystee is independent under NYSE standards; ChargePoint’s Board majority is independent.
- Attendance: In FY2025, the Board held eight meetings; each director attended at least 75% of aggregate Board and committee meetings, except Elaine Chao (70%). Committee meetings: Audit (6), Compensation (5), Nominating & Corporate Governance (4).
- Board leadership: Independent Chairman (Bruce Chizen); CEO and Chair roles are separated, with the Chair presiding over executive sessions.
- Shareholder voting signal (2025 AGM): Heystee received 88,186,637 “For” / 9,015,333 “Withheld” (broker non-votes 173,439,297). Say‑on‑Pay approved with 80,276,324 “For” / 15,215,788 “Against” / 1,709,858 “Abstain” (broker non-votes 173,439,297).
- Governance developments: Reverse stock split authorized and implemented at 1:20 to regain NYSE minimum price compliance; a proposal to remove the corporate opportunity waiver did not receive sufficient votes at the 2025 AGM.
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual Board Cash Retainer ($) | $40,000 | $40,000 |
| Committee/Chair Cash Fees ($) | None disclosed for Heystee (no chair role) | None disclosed for Heystee (no chair role) |
| Cash Fees Earned ($) | $40,000 | $40,000 |
| Equity Grant – Annual RSUs (Grant Date Fair Value, $) | $187,459 | $204,527 |
| Total Director Compensation ($) | $227,459 | $244,527 |
Performance Compensation
| Element | Terms | Vesting | Notes |
|---|---|---|---|
| Annual RSUs | Target grant value ~$185,000; shares calculated using 20‑day average closing price pre‑grant | Vest in full on earlier of one‑year anniversary or next annual meeting, subject to service | Death/disability or change in control → full vesting |
| New Director RSUs | ~$200,000 at appointment | Vest in three equal annual installments on grant anniversaries, subject to service | Applies to “new director” awards |
| Outstanding RSUs (as of 1/31/2025) | 115,552 RSUs | Per director award outstanding | For Heystee, same as other non‑chair directors |
No director performance metrics (e.g., revenue/EBITDA targets) are tied to non‑employee director pay; equity is time‑based, not performance‑based.
Other Directorships & Interlocks
| Company | Relationship to CHPT | Potential Interlock/Conflict |
|---|---|---|
| Ouster, Inc. (public) | Lidar sensors; not a disclosed CHPT supplier/customer | No related‑party transaction or interlock disclosed in CHPT proxy |
Expertise & Qualifications
- Technology and fleet/telematics commercialization; OEM partnership leadership.
- Board experience at Ouster; contributes market-driven strategy insights to CHPT.
- Audit Committee experience; financial literacy required by NYSE; active on compensation matters.
Equity Ownership
| Metric | FY2024 | FY2025 |
|---|---|---|
| Beneficial Ownership – Shares | 38,143 shares | 60,068 shares |
| Percent of Shares Outstanding | <1% | <1% |
| Outstanding RSUs (Unvested) | 25,952 RSUs (as of 1/31/2024) | 115,552 RSUs (as of 1/31/2025) |
| Ownership Guidelines | Directors must hold ≥3x base cash retainer within 5 years of adoption/appointment | Policy effective March 2023; compliance status not individually disclosed |
| Hedging/Pledging | Hedging prohibited; pledging requires compliance officer approval | Insider Trading Policy applies to directors and covered persons |
Governance Assessment
- Board effectiveness: Heystee is independent and holds dual roles on the Audit and Compensation committees, supporting financial oversight, risk (including cybersecurity/AI policy review), and compensation governance. Attendance met at least the 75% threshold in FY2025, indicating engagement.
- Investor confidence signals: Re‑elected with strong support (88.2M “For” vs 9.0M “Withheld”); Say‑on‑Pay passed again in 2025 (80.3M “For”). 2024 Say‑on‑Pay support was ~90%, consistent with shareholder acceptance of compensation governance.
- Pay-for-alignment: Director compensation modest in cash with equity RSUs vesting on short service horizons; no options or performance equity for directors; stock ownership guidelines promote alignment over time.
- Conflicts/related party: No related‑person transactions disclosed involving Heystee or her affiliates; overall related‑party transactions are overseen by the Audit Committee per policy.
- RED FLAGS to monitor:
- Corporate opportunity waiver litigation/policy change: stockholders did not approve the charter amendment to remove the waiver provision at the 2025 AGM; Board had recommended removal, indicating responsiveness to governance concerns—ongoing legal/regulatory optics remain a watchpoint.
- Reverse stock split and NYSE compliance: corrective action taken (1‑for‑20 split) to address minimum price deficiency; while not director-specific, it reflects broader capital market risk context.
Compensation Committee practices: Independent committee with external advisor FW Cook; no consultant conflicts; use of peer group; clawback policy adopted for executives; double‑trigger change‑in‑control arrangements; no tax gross‑ups.
Committee workloads and oversight scope: Audit reviews financial reporting integrity, compliance, risk (including cybersecurity and AI usage policies), and related party transactions; Compensation oversees executive pay strategy, risk management of compensation programs, and talent development.