Equity Plans and Stock-based Compensation

3 Months Ended

Apr. 30, 2021

Share-based Payment Arrangement [Abstract]

Equity Plans and Stock-based Compensation

10. Equity Plans and Stock-based Compensation

On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 EIP”) and the 2021 Employee Stock Purchase Plan (“2021 ESPP”).

As of April 30, 2021,

41,429,526 and 8,177,683

shares of Common Stock were available under the 2021 EIP and 2021 ESPP, respectively

. On the first day of each March, beginning on March 1, 2021 and continuing through March 1, 2030, the 2021 EIP reserve will automatically increase by a number of shares equal to the lesser of (a) 5% of the total number of shares actually issued and outstanding on the last day of the preceding month and (b) a number determined by our Board of Directors. Further, on the first day of each March during the term of the 2021 ESPP, commencing on March 1, 2021 and ending on (and including) March 1, 2040, the aggregate number of shares of stock that may be issued under the 2021 ESPP shall automatically increase by a number equal to the lesser of (i) one percent (1%) of the total number of shares of stock issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares of stock (subject to standard anti-dilution adjustments), or (iii) a number of shares of stock determined by the Board.

Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units and certain other awards which are settled in the form of common shares issued under this 2021 EIP. Under the 2021 ESPP, the Company can grant stock options to purchase shares of Common Stock at a purchase price which shall not be less either than 85% of the fair market value of such share on the first trading day of an offering period or 85% of the fair market value of such share on the purchase date.

No further awards will be granted under Legacy ChargePoint’s 2017 Stock Plan (“2017 Plan”)

and

24,259,238

shares of Common Stock remain reserved for outstanding awards issued under the 2017 Plan at the time of adoption of the 2021 EIP and the 2021 ESPP. Additionally, no other awards can be granted under Legacy ChargePoint’s 2007 Stock Incentive Plan (“2007 Plan”) and

5,143,849

shares of Common Stock remained reserved for outstanding awards issued under the 2007 Plan at the time of the adoption of the 2021 EIP and the 2021 ESPP.

Activity under the Company’s equity plans is set forth below:


	Number of Stock Option Awards			Weighted Average Exercise Price		Weighted Average Remaining Contractual term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of January 31, 2021		30,166,792		$	0.71		7.3	$	1,064,539
Forfeited		(353,478	)	$	0.74
Expired		(17,350	)	$	58.74

Outstanding as of April 30, 2021		29,795,964		$	0.67		6.9	$	734,460

Options vested and expected to vest as of April 30, 2021		29,795,964		$	0.67		6.9	$	734,460

Exercisable as of April 30, 2021		18,248,059		$	0.64		6.0	$	450,546

Activity for exercised awards includes early exercises of stock options such that these awards are not considered outstanding stock options upon exercise.

The options outstanding as of April 30, 2021

also includes

the

June 2020 grant of a

stock option to purchase a

total of 1.5

million shares of Common Stock subject to both service and performance-based vesting conditions to the Chief Executive

Officer under the 2017 Plan (“CEO Awards”).

stock-based compensation expense had been recorded as the CEO awards were improbable of vesting before and after two modifications in each of September 2020 and December 2020, because the performance-based vesting condition was contingent upon the closing of the Merger. Accordingly, the Company commenced recognition of stock-based compensation expense for such CEO Awards following the Merger in February 2021. As of April 30, 2021, the total unrecognized compensation expense related to these unvested CEO Awards was

$38.8 million.

Total stock-based compensation expense for stock awards recognized during the three months ended April 30, 2021 and 2020 was $7.6 million and $0.9 million, respectively. As of April 30, 2021, total unrecognized stock-based compensation cost related to stock awards was $45.0 million and is expected to be recognized over a weighted-average period of 2.1 years.

The following sets forth the total stock-based compensation expense for the Company’s stock options (including the CEO Awards) and restricted common stock included in the Company’s condensed consolidated statements of operations:


	Three Months Ended April 30,
	2021		2020
	(in thousands)
Cost of revenue	$	24	$	23
Research and development		675		302
Sales and marketing		598		299
General and administrative		6,280		286

Total stock-based compensation expense	$	7,577	$	910