XML 41 R21.htm IDEA: XBRL DOCUMENT v3.23.1
Equity Plans and Stock-based Compensation
 12 Months Ended
Jan. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Equity Plans and Stock-Based Compensation Equity Plans and Stock-Based Compensation
The following sets forth the total stock-based compensation expense for employee equity plans included in the Company’s consolidated statements of operations:
Year Ended January 31,
202320222021
(in thousands)
Cost of revenue$4,351 $3,782 $115 
Research and development37,967 25,461 1,807 
Sales and marketing17,393 9,154 1,501 
General and administrative33,639 28,934 1,524 
Total stock-based compensation expense$93,350 $67,331 $4,947 
As of January 31, 2023, the Company had unrecognized stock-based compensation expense related to stock options, RSUs, PRSUs, and ESPP of $191.6 million, which is expected to be recognized over a weighted-average period of 2.8 years.
2021 Employee Stock Purchase Plan
On February 25, 2021, the stockholders of the Company approved the 2021 Employee Stock Purchase Plan (“2021 ESPP”). 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 of 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 refunded any 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. Thereafter, offering periods will begin on March 10 and September 10.
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 of Common Stock (subject to standard anti-dilution adjustments), or (iii) a number of shares of Common Stock determined by the Company’s Board of Directors. As of January 31, 2023, 10,919,906 shares of Common Stock were available under the 2021 ESPP.
During the year ended January 31, 2023, the Company's employees purchased 607,384 shares of its Common Stock under the 2021 ESPP. The shares were purchased at a weighted-average purchase price of $14.73 per share, with proceeds of $8.9 million.
2021 Equity Incentive Plan
On February 25, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (“2021 EIP”). Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), 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 of Common Stock actually issued and outstanding on the last day of the preceding month and (b) a number of shares of Common Stock determined by the Company’s Board of Directors. As of January 31, 2023, 39,406,473 shares of Common Stock were available under the 2021 EIP.
There were no options granted for the year ended January 31, 2023.
Restricted Stock Units
The 2021 EIP provides for the issuance of RSUs to employees and directors. A summary of activity of RSUs under the 2021 EIP at January 31, 2023 and changes during the periods then ended is presented in the following table:
 Number of SharesWeighted Average Grant Date Fair Value per Share
Outstanding as of January 31, 20224,033,418 $26.27 
RSU granted13,044,848 $12.72 
RSU vested(3,066,215)$19.06 
RSU forfeited(1,076,638)$17.69 
Outstanding as of January 31, 202312,935,413 $15.02 
The total grant date fair value of RSUs vested during the year ended January 31, 2023 was $58.4 million.
Performance Restricted Stock Units
On June 1, 2022, pursuant to the 2021 EIP, the Company granted PRSUs to certain officers, including the Company’s Chief Executive Officer. Subsequently, on September 1, 2022, the Company granted additional PRSUs to one of its newly-hired officers. Vesting of the PRSUs is dependent upon the satisfaction of both market- and service-based conditions. The market-based condition is achieved if the closing price of the Company’s Common Stock is greater than or equal to the applicable stock price appreciation target for at least 20 consecutive trading days at any time during the period beginning the date of the grant and ending on the expiration date. There are three stock appreciation targets applicable to each PRSU award, the achievement of which will cause the market-based condition to be satisfied with respect to the following percentage of each award (each of which is called a tranche): $17 per share/25% of the total PRSUs, $22 per share/35% of the total PRSUs and $30 per share/40% of the total PRSUs.
For officers other than the Company’s Chief Executive Officer, the service-based conditions applicable to 1/20th of the PRSUs subject to each tranche will be satisfied if such officer remains in continuous service from the date of the grant until each PRSU vesting date occurring after June 20, 2022 or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved. The PRSUs vesting dates are each March 20th, June 20th, September 20th, and December 20th. For the Company’s Chief Executive Officer, the service-based conditions applicable to 1/12th of the PRSUs subject to each tranche will be satisfied if he remains in continuous service from the date of the grant until each PRSU vesting date occurring after June 20, 2024 or, if later, until the first PRSU vesting date after the applicable stock price appreciation target is achieved.
A summary of activity of PRSUs under the 2021 EIP at January 31, 2023 and changes during the periods then ended is presented in the following table:
 Number of SharesWeighted Average Grant Date Fair Value per Share
Outstanding as of January 31, 2022— $— 
PRSU granted2,266,754 $10.81 
PRSU forfeited(119,388)$10.47 
Outstanding as of January 31, 20232,147,366 $10.83 
2017 Plan and 2007 Plan
In fiscal year 2022, the Company terminated its 2017 Stock Option Plan (the “2017 Plan”) and 2007 Stock Option Plan (the “2007 Plan”). No further awards will be granted under the 2017 and 2007 Plans. As of January 31, 2023, 15,746,369 shares and 1,854,155 shares of Common Stock remain reserved for outstanding awards issued under the 2017 and 2007 Plans, respectively. Stock-based awards forfeited, cancelled or repurchased from the above plans generally are returned to the pool of shares of Common Stock available for issuance under the 2021 EIP Plan.
Stock Options Activity
A summary of option activity under the 2017 and 2007 Plans at January 31, 2022 and changes during the periods then ended is presented in the following table:
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, 2022
22,200,869 $0.68 6.6$292,362 
Granted— $— 
Exercised(4,201,592)$0.60 
Cancelled(398,753)$0.76 
Outstanding as of January 31, 2023
17,600,524 $0.70 5.6$201,352 
Options vested and expected to vest as of January 31, 2023
17,578,098 $0.70 5.6$201,097 
Exercisable as of January 31, 2023
14,356,582 $0.69 5.2$164,436 
The options outstanding as of January 31, 2023, 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 1,500,000 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 January 31, 2023 and 2022, the total unrecognized compensation expense related to the unvested portion of the CEO Award was $14.1 million and $28.4 million, respectively, which is expected to be recognized over a period of 1.0 years.
The Company did not grant any options during the years ended January 31, 2023 and 2022. The weighted-average grant date fair value of options granted during the year ended January 31, 2021 was $0.94 per share. The total fair value of options vested during the years ended January 31, 2023, 2022, and 2021 was $2.0 million, $3.4 million, and $5.4 million, respectively.
Determination of Fair Value
The Company records stock-based compensation based on the grant date fair value of the equity instruments issued to employees and uses different appropriate methods to establish the fair value depending on the features of the awards. The grant date fair value of RSUs equals the fair market value of the Company’s Common Stock on the grant date. The Company utilizes the Black-Scholes option-pricing model to establish the fair value of stock options and ESPP, and the Monte Carlo simulation model to establish the fair value of PRSUs containing a market condition.
The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of ESPP rights granted during the year ended January 31, 2023 were as follows:

Year Ended January 31,
20232022
Expected volatility
64.9% - 72.2%
61.8% - 73.5%
Risk-free interest rate
0.8% - 3.6%
0.1% - 0.3%
Dividend rate0.0 %0.0 %
Expected term (in years)
0.5 - 2.0
0.4 - 1.9
•Expected volatility: The expected volatility was determined by using a blended volatility approach of peer volatility and implied volatility. Peer volatility was calculated as the average of historical volatilities of selected industry peers deemed to be comparable to ChargePoint’s business corresponding to the expected term of the awards.
•Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards.
•Expected dividend yield: The expected dividend rate is zero as ChargePoint currently has no history or expectation of declaring dividends on its Common Stock.
•Expected term: The expected term represents the length of time the ESPP rights under each purchase period are outstanding.
The weighted-average assumptions in the Monte Carlo valuation model used to determine the fair value of PRSUs granted during the year ended January 31, 2023 were as follows:
Year Ended January 31, 2023
Expected volatility
72.1% - 74.0%
Risk-free interest rate
2.8% - 3.3%
Dividend rate0.0 %
Expected term (in years)
0.3 - 4.8
•Expected volatility: The expected volatility was determined using a blended volatility approach of historical volatility and implied volatility.
•Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury Constant Maturities yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the options.
•Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its Common Stock.
•Expected term: The expected term input for the award with a market condition is based upon the derived service period (“DSP”). The DSP represents the duration of the median of the distribution of stock-price paths on which the market condition is satisfied.