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Equity Plans and Stock-based Compensation
9 Months Ended
Oct. 31, 2021
Share-based Payment Arrangement [Abstract]  
Stock Option Plan and Stock-based Compensation 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 October 31, 2021, 36,436,447 and 8,177,683 shares of Common Stock were available under the 2021 EIP and 2021 ESPP, respectively.
2021 Employee Stock Purchase Plan
The 2021 ESPP permits participants to purchase shares of the Company’s Common Stock, up to the IRS allowable limit, through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15% of their eligible compensation. The 2021 ESPP provides for consecutive, overlapping 24-month offering periods, subject to certain rollover and reset mechanisms as defined in the ESPP. Participants are permitted to purchase shares of the Company’s Common Stock at the end of each 6-month purchase period at 85% of the lower of the fair market value of the Company’s Common Stock on the first trading day of an offering period or on the last trading date in each purchase period. A participant may purchase a maximum of 10,000 shares of the Company’s Common Stock during a purchase period. Participants may end their participation at any time during an offering and will be paid their accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company. The initial offering period is from October 1, 2021 through September 9, 2023.
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 Common 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 Common Stock issued and outstanding on the last day of the preceding month, (ii) 5,400,000 shares (subject to standard anti-dilution adjustments), or (iii) a number of shares determined by the Company’s Board of Directors.
2021 Equity Incentive Plan
Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSU”) and certain other awards which are settled in the form of shares of Common Stock issued under this 2021 EIP. 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 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 of shares determined by the Company’s Board of Directors.
2017 Plan and 2007 Plan
No further awards will be granted under Legacy ChargePoint’s 2017 Stock Plan (“2017 Plan”) and 21,412,248 shares of Common Stock remain reserved for outstanding awards issued under the 2017 Plan as of October 31, 2021. Additionally, no other awards can be granted under Legacy ChargePoint’s 2007 Stock Incentive Plan (“2007 Plan”) and 3,442,795 shares of Common Stock remained reserved for outstanding awards issued under the 2007 Plan as of October 31, 2021.
The Company’s stock option awards activity is set forth below:
 Number of Stock Option AwardsWeighted Average Exercise PriceWeighted Average Remaining Contractual term (in years)Aggregate Intrinsic Value (in thousands)
Outstanding as of January 31, 202130,166,792 $0.71 7.3$1,064,539 
Options exercised(4,666,083)$0.59 
Options forfeited(624,618)$0.74 
Options expired(21,048)$53.26 
Outstanding as of October 31, 202124,855,043 $0.69 6.8$598,912 
Options vested and expected to vest as of October 31, 202124,314,890 $0.68 6.7$585,934 
Exercisable as of October 31, 202116,523,251 $0.66 6.2$398,582 
The options outstanding as of October 31, 2021, include the June 2020 grant of a stock option under the 2017 Plan to the Company’s Chief Executive Officer to purchase a total of 1.5 million shares of Common Stock (“CEO Award”) originally subject to both service and performance-based vesting conditions. No stock-based compensation expense had been recorded prior to the Merger 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 the CEO Award following the Merger in February 2021 when the only remaining vesting condition was service-based. As of October 31, 2021, the total unrecognized compensation expense related to the unvested portion of the CEO Award was $31.7 million, which is expected to be recognized over a period of 2.25 years.
The Company’s RSU activity is set forth below:
 Number of SharesWeighted Average Grant Date Fair Value per Share
Outstanding as of January 31, 2021— $— 
RSU granted5,042,559 $26.94 
RSU vested(1,019,817)$27.36 
RSU forfeited(116,684)$27.17 
Outstanding as of October 31, 20213,906,058 $26.82 
As of October 31, 2021, unrecognized stock-based compensation expense for employee equity plans was $125.2 million and is expected to be recognized over a weighted-average period of 2.6 years
The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s condensed consolidated statements of operations:
Three Months Ended
October 31,
Nine Months Ended
October 31,
2021202020212020
(in thousands)(in thousands)
Cost of revenue$885 $29 $3,073 $93 
Research and development5,840 448 20,198 1,205 
Sales and marketing2,251 333 7,018 988 
General and administrative7,046 398 21,604 1,022 
Total stock-based compensation expense$16,022 $1,208 $51,893 $3,308