Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 25, 2021, Neil Suslak, a Class I director on the board of directors (the “Board”) of ChargePoint Holdings, Inc. (the “Company”), notified the Company of his intention to resign from the Board effective as of the date of the Company’s 2021 annual meeting of stockholders. Mr. Suslak’s resignation is not the result of any disagreement with the Company on any matters related to its operations, policies or practices.
On May 26, 2021, the Board appointed Susan Heystee as a Class II director, effective immediately. Ms. Heystee will serve until the Company’s 2022 annual meeting of stockholders and until her successor is elected and qualified, or sooner in the event of her death, resignation or removal. Ms. Heystee was also appointed to the Board’s audit committee at this time. The Board has determined that Ms. Heystee meets the requirements for independence under the applicable listing standards of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended.
Since September 2018, Ms. Heystee, 59, has served as a director of Ouster, Inc., a U.S. lidar technology company, and she currently also serves as a strategic advisor to the company. Previously, Ms. Heystee was Senior Vice President of Global Automotive Business at Verizon Connect from January 2017 to June 2018. Prior to Verizon Connect, Ms. Heystee served as Executive Vice President of Global Sales and OEM Business at Telogis, which was acquired by Verizon in July 2016, from February 2010 to December 2016. Ms. Heystee holds Bachelor’s degrees in mathematics and business from the University of Waterloo and an executive M.B.A. from Harvard Business School. The Board believes that Ms. Heystee is qualified to serve as a director of the Company due to her extensive experience in the technology sector and knowledge of market driven strategies.
Ms. Heystee will be entitled to receive compensation in accordance with the ChargePoint Holdings, Inc. Compensation Program for Non-Employee Directors, which was filed with the Securities and Exchange Commission on March 1, 2021 as Exhibit 10.11 to the Company’s Current Report on Form 8-K. Ms. Heystee will also enter into the Company’s standard form of indemnification agreement.
There are no arrangements or understandings between Ms. Heystee and any other persons pursuant to which she was elected as a member of the Board. Ms. Heystee is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
Effective May 26, 2021, in light of Ms. Heystee’s appointment as a Class II director and in anticipation of Mr. Suslak’s resignation from his position as a Class I director, the Board reassigned Mark Leschly from Class II to Class I in order to maintain the three classes of the Board as nearly equal as possible as prescribed by the Company’s Certificate of Incorporation and Bylaws. Mr. Leschly resigned from his position as a Class II director but solely for the purpose of his simultaneous reassignment as a Class I director.
On May 27, 2021, the Company issued a press release announcing the appointment of Ms. Heystee. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
