DEF 14A of EVgo Inc., Apr 3, 2024

DEF 14A of EVgo Inc.

Filed Apr 3, 2024 · FY20230001104659-24-043096

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS EVgo’s charter divides the Board into three classes, with staggered three-year terms: Class I directors, whose current term will expire at the annual meeting of stockholders expected to be held in 2025; Class II directors, whose current term will expire at the annual meeting of stockholders expected to be held in 2026; and Class III directors, whose current term will expire at the Annual Meeting. Vacancies on the Board may be filled solely by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class to which such director shall have been appointed or assigned, and until his or her successor is duly elected and qualified, subject to his or her earlier death, disqualification, resignation or removal. On April 1, 2024, the Board filled the vacancy resulting from Catherine Zoi’s departure from the Board in the fourth quarter of 2023 by electing, upon the recommending of EVgo’s nominating and governance committee (the “Nominating and Governance Committee”), Scott Griffith as a Class III director. As such, the Board presently has nine members, of which David Nanus, Katherine Motlagh and Scott Griffith are Class III directors whose terms of office expire in 2024 and who have been nominated for election at the Annual Meeting. The terms of office of directors in Class I and Class II expire at EVgo’s annual meetings of stockholders to be held in 2025 and 2026, respectively. At the recommendation of the Nominating and Governance Committee, the Board proposes that each of the three Class III nominees named below be elected as a Class III director for a three-year term expiring at the 2027 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.

  2. Class III Nominees for Election for a Three-year Term Expiring at the 2027 Annual Meeting

    Class III Nominees for Election for a Three-year Term Expiring at the 2027 Annual Meeting The following table and the paragraphs that follow provide information, as of the date of this Proxy Statement, regarding each nominee nominated by the Board to serve as a Class III director:

  3. Class III Nominees for Election for a Three-year Term Expiring at the 2027 Annual Meeting

    | Name | Age | Primary Occupation | Position at EVgo | Director Since | | David Nanus(1) | 49 | President, LS Power Equity Advisors, LLC | Director | July 2021 | | Katherine Motlagh(1)(2)(3) | 50 | Retired; Former EVP and CFO of CyrusOne LLC | Director | April 2022 | | Scott Griffith(1)(2)(3) | 65 | Retired; Former Chairman and CEO of Zipcar, Inc. | Director | April 2024 |

  4. Class III Nominees for Election for a Three-year Term Expiring at the 2027 Annual Meeting

    (1) Member of the Compensation Committee (2) Member of the Audit Committee (3) Member of the Nominating and Governance Committee David Nanus. David Nanus has served on the Board as Chairman since July 2021. Previously, Mr. Nanus served on the board of Holdings following LS Power’s acquisition of EVgo in January 2020. Mr. Nanus also currently serves as President of LS Power Equity Advisors, LLC, LS Power’s Private Equity business, and as a member of LS Power’s Management Committee and Investment Committee. Previously, Mr. Nanus served as Co-Head of the Private Equity business, a role he held from 2017 to January 2023. Prior to his appointment as Co-Head, Mr. Nanus served as Senior Managing Director in the Private Equity business. Mr. Nanus joined LS Power in 2005, prior to which he held positions in investment banking with Lazard Freres in its Power and Energy practice, and with Dresdner Kleinwort Wasserstein, where he was a member of the Financial Sponsors and Global Energy practices. Mr. Nanus began his career with Arthur Andersen, where he was a member of the Transaction Advisory Services and Audit Groups. Mr. Nanus is a member and past President of the Board of Trustees of Solomon Schechter Day School of Bergen County, and a past member of the Board of Trustees of Success Academy NYC Charter Schools and of the Cornell University Dyson School of Business Undergraduate Program Advisory Council. Mr. Nanus received a B.S. from Cornell University and an M.B.A. with honors from Columbia Business School. EVgo believes that Mr. Nanus’s experience in the power and energy industries, in finance and accounting, as well as his knowledge of the EVgo business, make him well suited to serve on the Board. Katherine Motlagh. Katherine Motlagh has served on the Board since April 2022. From October 2020 to June 2023, she served as Executive Vice President and Chief Financial Officer of CyrusOne LLC (“CyrusOne”), a global data center developer and operator delivering digital infrastructure solutions across the globe. In this role, Ms. Motlagh was a member of the executive management team and was responsible for CyrusOne’s accounting, finance, capital markets, tax, procurement, and investor relations. Prior to CyrusOne, she served from May 2015 to October 2020 as Chief Financial Officer of the European, African and Latin American regions at American Tower, a global infrastructure REIT which develops, owns, and operates multi-tenant communications real estate. In that role, Ms. Motlagh was responsible for providing strategic leadership and oversight of all financial activities and financial reporting, management of international tax policy, and planning and internal control compliance for international businesses in 18 countries and led a global finance organization of over 300 employees. Ms. Motlagh’s earlier career included divisional Chief Financial Officer roles as well as a variety of finance and accounting leadership roles with progressively increasing responsibilities at Ericsson, Inc., Nokia, Inc., and Nextel Communications, Inc. Ms. Motlagh earned a master’s degree from the Academy of Finance in Moscow and is a licensed Certified Public Accountant. Additionally, Ms. Motlagh has previously served on the National and European Boards of the Institute of Management Accountants and is a Certified Management Accountant. EVgo believes Ms. Motlagh’s substantial financial expertise makes her well suited to serve on the Board. Scott Griffith. Scott Griffith has served on the Board since April 2024. From November 2019 to September 2022, he served as the CEO of the Autonomous Vehicles (AV) and Mobility Businesses at Ford Motor Company. In that role, he led Ford’s investments and operations in Level 4 autonomous vehicles as well as oversight of several new hardware and software businesses in Ford’s “new mobility” segment. From April 2014 until October 2021, Scott was an Executive in Residence at General Catalyst Partners, a venture and growth capital firm. In connection with that role, he served as Chairman at Envoy Global, Inc, a global immigration services provider, and TrueMotion, Inc., which operates an AI-based platform that scores driving behavior. Previously, Mr. Griffith served as Chairman and Chief Executive Officer of Zipcar, Inc., a car-sharing company, and held roles with The Parthenon Group, a business strategy firm, The Boeing Company, an aerospace manufacturer, and Hughes Electronics, an electronics and aerospace manufacturer. Mr. Griffith holds a BS in engineering from Carnegie Mellon University and an MBA from The University of Chicago Booth School of Business. He serves on the Advisory Council for the Polsky Center for Entrepreneurship and Innovation at The University of Chicago. EVgo believes Mr. Griffith’s extensive senior leadership experience in both executive and strategic advisory roles across the automotive and mobility sectors makes him well suited to serve on the Board.

  5. THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE CLASS III DIRECTOR NOMINEES

    THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE CLASS III DIRECTOR NOMINEES

  6. Continuing Directors

    Continuing Directors The following table and the paragraphs that follow provide information, as of the date of this Proxy Statement, regarding the directors who are serving for terms that end following the Annual Meeting:

  7. Continuing Directors

    | Name | Age | Primary Occupation | Position at EVgo | Director Since | | Class I Directors | | | | | | Badar Khan | 53 | Chief Executive Officer, EVgo | Chief Executive Officer and Director | May 2022 | | Joseph Esteves | 63 | Chief Financial Officer, LS Power | Director | July 2021 | | Peter Anderson(1) | 35 | Managing Director, LS Power | Director | March 2023 | | Class II Directors | | | | | | Paul Segal | 49 | Chief Executive Officer, LS Power | Director | May 2023 | | Darpan Kapadia | 51 | Chief Operating Officer, LS Power | Director | July 2021 | | Jonathan Seelig(1)(2)(3) | 51 | Retired; Former Chairman of Ridge | Director | May 2023 |

  8. Continuing Directors

    (1) Member of the Compensation Committee (2) Member of the Audit Committee (3) Member of the Nominating and Governance Committee Badar Khan. Badar Khan has served as the Company’s Chief Executive Officer since November 2023 and as a member of the Board since May 2022. Prior to becoming the Company’s Chief Executive Officer, Mr. Khan served as a Senior Advisor with Global Infrastructure Partners, a leading independent infrastructure fund manager, from November 2022 until September 2023. Previously, from April 2017 to June 2022, he held several roles with National Grid, a multinational electricity and gas utility company, including President at National Grid US from November 2019 to June 2022, during which he led the company’s core U.S. business operations, including the provision of electricity, natural gas and clean energy solutions to over 20 million people across Massachusetts, New York and Rhode Island. From April 2017 to November 2019, he was the President of National Grid Ventures, a global portfolio of large-scale competitive energy projects — including electricity interconnectors, onshore wind and solar generation, competitive electricity transmission, and LNG storage — and oversaw the creation of National Grid Partners, the company’s venture capital and innovation arm. Mr. Khan previously worked at Centrica plc, a multinational energy and services company, for 14 years in the UK and U.S., including from 2013 to 2017 as Chief Executive Officer of Direct Energy, the North American subsidiary that provides electricity, natural gas and home services. Prior to that, he was an officer of a start-up private retail energy company in the U.S. and also worked in management consulting with Deloitte Consulting. Mr. Khan has served on the board of directors of CRH plc, a manufacturer and supplier of building materials, since October 2021. He has a degree in engineering from Brunel University in London and an MBA from the Wharton School of the University of Pennsylvania. EVgo believes that Mr. Khan is qualified to serve as a director because of his operational expertise gained from serving as EVgo’s Chief Executive Officer and his extensive professional experience in the energy sector. Joseph Esteves. Joseph Esteves has served on the Board since July 2021. Previously, Mr. Esteves served on the board of EVgo Holdings, LLC, a position he held after LS Power’s acquisition of EVgo in January 2020. Mr. Esteves currently serves as the Chief Financial Officer of LS Power, a position he has held since 2008. In addition, he is also a member of LS Power’s Management Committee and Investment Committee and is responsible for LS Power’s financing activity, which includes over $46 billion in debt and equity capital raised since 2005. Mr. Esteves joined LS Power in 2004. Prior to joining LS Power, Mr. Esteves served as Executive Vice President at Comverge, Inc., a power technology firm serving electric utilities, from 2001 to 2004. Previously, he spent fifteen years with major investment banking firms focused on the Energy and Power industries. Those roles included Managing Director and Region Head Project Finance at UBS; Vice President, Structured Finance at Goldman Sachs & Co.; and Vice President, Corporate Finance at Salomon Brothers Inc. Mr. Esteves received an M.B.A. from the Wharton School and a B.EE from the Cooper Union. We believe Mr. Esteves’s financial expertise and experience in the electric power and finance industries make him well suited to serve on the Board. Peter Anderson. Peter Anderson has served on the Board since March 2023 and, prior to his appointment to the Board, served as a Board observer for EVgo from July 2021 to March 2023. He is also Managing Director and a member of the investment team at LS Power. In this role, his responsibilities include origination, mergers and acquisitions, financing, due diligence, and asset management for LS Power’s private equity funds. During his time at LS Power, Mr. Anderson has engaged in a variety of transactions across the energy sector, including transportation electrification, renewable natural gas, distributed generation, and conventional and renewable generation. Prior to joining LS Power in 2014, Mr. Anderson was an associate in Barclays’s Power and Gas Commodities Group from 2011 to 2014. In that role, he focused on structured power and gas commodity transactions. Mr. Anderson holds a B.S. in Commerce with a concentration in Finance and a B.S. in Mathematics from the University of Virginia. EVgo believes Mr. Anderson’s extensive experience in the transportation electrification, power generation and renewable energy sectors makes him well suited to serve on the Board. Paul Segal. Paul Segal has served as Chief Executive Officer of LS Power since 2011. He is also a member of LS Power’s Management Committee, overseeing one of the largest independent power and transmission developers in the U.S. Prior to his appointment as Chief Executive Officer, Mr. Segal oversaw LS Power’s asset management and renewables development activities. Prior to joining LS Power, in 2002 Mr. Segal founded Luminus Management, a hedge fund manager that invested across the capital structure of publicly-traded power, energy, utility and related companies, and for which he served as President and Portfolio Manager until 2011. Mr. Segal began his career at Smith Barney as a generalist in the Mergers and Acquisitions Investment Banking group. He graduated with highest honors from the Rutgers College of Engineering with a B.S. in Bio-Chemical Engineering. Mr. Segal serves as a member of the Mount Sinai Department of Medicine Advisory Board, the Weill Cornell Medicine Dean’s Council, the board of the Digestive Disease Research Foundation, and the Advisory Board of NYU Law School’s Institute for Policy Integrity. EVgo believes Mr. Segal’s extensive experience in executive leadership roles as well as his experience in the renewable energy sector make him well suited to serve on the Board. Darpan Kapadia. Darpan Kapadia has served on the Board since July 2021. Mr. Kapadia currently serves as the Chief Operating Officer of LS Power, a position he has held since May 2017, and is a member of the firm’s Management Committee and Investment Committee, overseeing one of the largest private power generation, transmission and energy infrastructure companies in the United States. Prior to his appointment as Chief Operating Officer of LS Power, Mr. Kapadia was Head of Strategy from December 2009 to May 2017. He is also a member of the investment committees of Edge Principal Advisors and Marmora Capital, two affiliated companies that invest across real estate and other alternative asset classes. Prior to joining LS Power in 2004, Mr. Kapadia was a Vice President at Goldman, Sachs & Co. where he managed assets for institutional and private clients. Prior to that, Mr. Kapadia was a Senior Consultant with PricewaterhouseCoopers LLP where he provided strategic and financial advisory services to corporations. Mr. Kapadia received a B.A. in Economics with Phi Beta Kappa honors from the College of William and Mary and an M.B.A. with highest distinction from the Kellogg Graduate School of Management at Northwestern University. He is a member of the William and Mary Foundation Board of Trustees, the William and Mary Public Policy Advisory Board and Kellogg’s Alumni Council. We believe Mr. Kapadia’s experience in the power generation, transmission and energy infrastructure sectors makes him well suited to serve on the Board.

  9. Continuing Directors

    Jonathan Seelig. Jonathan Seelig has been a member of the Board since May 2023. He previously served as a Board observer for EVgo from October 2022 until election to the Board. Mr. Seelig has been a technology industry founder, operator and investor for over 25 years. He co-founded Ridge, a cloud computing platform, in October 2018 and served as its CEO from October 2018 to October 2021 and as its Chairman from October 2021 to December 2023. He co-founded Akamai Technologies, Inc., a content delivery network, cybersecurity and cloud service company, in 1997, and has held leadership or investment roles in dozens of early-stage companies in the technology and transportation sectors. These roles have included director of Zipcar, a car sharing company, from 2001 to 2010 (Chairman from 2003-2010), director of Zagster, a designer, builder and operator of bike sharing programs, from January 2017 to September 2019, and director of Zoom Telephonics, a creator of cable modems and other internet access products, from May 2019 until December 2020. He received a Bachelor of Science from Stanford University. EVgo believes Mr. Seelig’s substantial leadership experience in the technology and transportation sectors make him well suited to serve on the Board.

  10. Overview

    Overview EVgo is an emerging growth company for purposes of the SEC’s executive compensation disclosure rules. For the fiscal year ended December 31, 2023, EVgo’s named executive officers were: • Badar Khan, Chief Executive Officer and Director; • Catherine Zoi, Former Chief Executive Officer and Director; • Dennis Kish, President and Former Chief Operating Officer; and • Olga Shevorenkova, Chief Financial Officer. EVgo’s compensation policies and philosophies are designed to align compensation with business objectives, while also enabling it to attract, motivate and retain individuals who contribute to its long-term success. The Compensation Committee or the Board, with input from an independent compensation consultant, and EVgo’s Chief Executive Officer (other than with respect to his own compensation), approves the compensation to be paid to EVgo’s named executive officers. Pay Governance served as the independent compensation consultant for all aspects of compensation for EVgo’s named executive officers other than Badar Khan. In connection with Mr. Khan’s appointment to the Chief Executive Officer role, the Compensation Committee sought market data and advice from Meridian Compensation Partners (“Meridian”), an independent compensation consultant, with respect to the compensation package offered to Mr. Khan. At the request of the Compensation Committee, the independent compensation consultant provides an assessment of the competitiveness of EVgo’s executive compensation program as compared with a compensation peer group approved by the Compensation Committee, with input from the independent compensation consultant. The Compensation Committee and the Board use this assessment as one of several factors in designing EVgo’s executive compensation program and approving target levels of compensation for each executive officer. Other factors considered include one or more of the following: individual performance and skills, management input, internal relative alignment of compensation levels, and past and anticipated future contributions. In September 2022, the Compensation Committee, with input from Pay Governance, approved the following compensation peer group for 2023: Sunrun Inc., ChargePoint Holdings, Inc., QuartumScape Corporation, Ormat Technologies, Inc., Clearway Energy, Inc., Bloom Energy Corporation, SunPower Corporation, Ameresco, Inc., Sunnova Energy International Inc., Nikola Corporation, Fisker Inc., Altus Power, Inc., Proterra Inc., Blink Charging Co., Canoo Inc., Hyliion Holdings Corp., Workhorse Group Inc., and Volta Inc. The compensation of EVgo’s named executive officers primarily consists of salary, equity-based incentive awards, and an annual performance bonus. Since becoming a public company, the Compensation Committee or the Board, upon the recommendation of the Compensation Committee, has approved the base salary and annual performance bonus compensation for EVgo’s named executive officers, and the Board, upon the recommendation of the Compensation Committee, has approved the equity-based incentive awards.

  11. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to named executive officers for the fiscal years ended December 31, 2023, and December 31, 2022.

  12. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation ($)(4) | Total ($) | | Badar Khan | 2023 | 79,327(5) | — | 3,756,299(6) | 232,329 | 84,155(5) | 188,825(7) | 4,340,935 | | CEO and Director(5) | | | | | | | | | | Catherine Zoi | 2023 | 500,000 | — | 1,292,461(8) | 9,005,446(8) | 500,000 | 2,388 | 11,300,295 | | Former CEO and Director | 2022 | 500,000 | — | 2,545,436 | 1,124,842 | 425,000 | 6,821 | 4,602,099 | | Dennis Kish | 2023 | 375,000 | — | 1,333,115 | 445,995 | 298,474 | 1,790 | 2,454,374 | | President and Former COO | 2022 | 375,000 | — | 1,763,128 | 449,942 | 250,000 | 6,640 | 2,844,710 | | Olga Shevorenkova | 2023 | 269,234(9) | — | 1,427,678 | 505,461 | 265,451 | 1,671 | 2,469,495 | | Chief Financial Officer | 2022 | 350,000 | — | 1,405,688 | 624,918 | 230,000 | 6,604 | 2,617,210 |

  13. Summary Compensation Table

    Unless otherwise noted, represents the aggregate grant date fair value of awards of restricted stock units (“RSUs”) issued under the EVgo Inc. 2021 Long Term Incentive Plan (the “Incentive Plan”) and computed in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718 and, in the case of Mr. Khan, awards of performance-based restricted stock units (“PSUs”) issued under the Incentive Plan and calculated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the Company Stock Price Targets associated with such PSUs may not be satisfied. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The assumptions used in calculating the grant date fair value of such RSUs granted in 2023 and 2022 are set forth in Note 17 to EVgo’s audited consolidated financial statements included in EVgo’s 2023 Annual Report on Form 10-K. (2) Unless otherwise noted, represents the aggregate grant date fair value of stock options granted under the Incentive Plan and computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the dollar amount recognized for financial statement reporting purposes of the stock option awards are set forth in the notes to EVgo’s audited consolidated financial statements included in EVgo’s 2023 Annual Report on Form 10-K. Note that the amounts reported reflect the accounting value for the stock option awards and may not correspond to the actual economic value that may be received by the named executive officers from the awards. The grant date fair value of the stock options was determined using the Black-Scholes option pricing model based on the fair market value on the date of grant without regard to the service- based vesting conditions. (3) Represents a cash bonus amount pursuant to EVgo’s 2023 annual bonus program, which was paid in 2024, based on achievement of individual and business milestones. For additional information, see “Narrative Disclosure to the Summary Compensation Table — Bonus Compensation and Non-Equity Incentive Plan Compensation.” (4) Unless otherwise noted, amounts in this column consist of matching 401(k) contributions and life insurance premiums paid by EVgo on each named executive officer’s behalf. (5) Mr. Khan commenced employment with the Company in November 2023. Accordingly, his salary and non-equity incentive plan compensation were pro rated for his partial year of employment during 2023. (6) Consisting of (i) a “new-hire” RSU award with a grant date fair value of $1,943,661, (ii) a “new-hire” PSU award with a grant date fair value of $1,586,854 and (iii) a pro rated annual RSU award for 2023 with a grant date fair value of $225,784. For additional information, see “Narrative Disclosure to the Summary Compensation Table — Long Term Incentive Compensation.” (7) Consisting of $65,727 of fees paid to Mr. Khan for his service as a member of the Board and the Board committees during fiscal year 2023 prior to the August 2023 announcement of his appointment to the role of Chief Executive Officer, an RSU award with a grant date fair value of $123,032 received in 2023 in connection with Mr. Khan’s service as a member of the Board, and $66 in life insurance premiums. In April 2023, Ms. Zoi received (i) an RSU award with a grant date fair value of $2,096,355 and (ii) an option award with a grant date fair value of $795,688. In August 2023, Ms. Zoi announced her resignation as the Company’s Chief Executive Officer and entered into a transition agreement with the Company and certain of its affiliates (the “Zoi Transition Agreement”). Pursuant to the Zoi Transition Agreement, Ms. Zoi is deemed to have remained in continuous employment with the Company or its affiliates through April 30, 2024, for purposes of vesting, settlement, and exercisability of her outstanding and unvested RSUs and stock options. The Zoi Transition Agreement also provided that (a) Ms. Zoi would vest in her profit interests (the “Management Holdings Incentive Units”) in EVgo Management Holdings LLC, a holding company formed for the purpose of holding equity-based awards, that are “time vesting” and that were scheduled to vest on January 16, 2024 and (b) Ms. Zoi would additionally vest in her Management Holdings Incentive Units that are “sale vesting” upon the consummation of a sale of the Company during the six-month period following Ms. Zoi’s separation date, if such a sale transaction occurs. The Company determined that these provisions represented a modification of existing equity awards, resulting in the cumulative compensation cost recognized for Ms. Zoi’s original RSU and stock option awards being zero immediately prior to the modification as none of the awards were otherwise expected to vest. The amount presented for Ms. Zoi in the “Stock Awards” column consists of the incremental fair value of Ms. Zoi’s modified RSU awards. The amount presented for Ms. Zoi in the “Option Awards” column consists of the incremental fair value of Ms. Zoi’s modified option awards ($59,187), “sale vesting” Management Holdings Incentive Units ($6,109,740), and “time vesting” Management Holdings Incentive Units ($2,836,519). See “Executive Compensation — Outstanding Equity Awards at 2023 Fiscal Year-End” and “Executive Compensation — Additional Narrative Disclosure” for additional information, including an explanation of why the Company believes it is appropriate to present amounts related to the Management Holdings Incentive Units in the “Option Awards” column. These amounts do not reflect the actual value realized by Ms. Zoi but instead reflect the accounting treatment applicable to the modification of her outstanding equity awards under the Zoi Transition Agreement. Excludes amounts received in the form of paid leave during Ms. Shevorenkova’s maternity leave from June 30, 2023 through her return on September 25, 2023.

  14. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table reflects information regarding outstanding equity-based awards held by the named executive officers as of December 31, 2023.

  15. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Catherine Zoi | 7/26/2021(2) | — | — | — | — | 99,681 | 356,858 | — | — | | | 4/1/2022(3) | — | — | — | — | 66,547 | 238,238 | — | — | | | 4/1/2022(4) | 42,662 | 42,662 | 12.86 | 3/31/2032 | — | — | — | — | | | 4/3/2023(5) | — | — | — | — | 130,208 | 466,145 | — | — | | | 4/3/2023(6) | — | 102,669 | 7.79 | 4/2/2033 | — | — | — | — | | | 1/16/2020(7) | 29,250 | 30,750 | 10 | N/A | — | — | — | — | | | 1/16/2020(7) | 29,250 | 30,750 | 20 | N/A | — | — | — | — | | | 1/16/2020(7) | 29,250 | 30,750 | 30 | N/A | — | — | — | — | | Badar Khan | 6/9/2022(8) | — | — | — | — | 3,562 | 12,752 | — | — | | | 5/18/2023(9) | — | — | — | — | 29,575 | 105,879 | — | — | | | 11/13/2023(10) | — | — | — | — | 786,031 | 2,813,991 | — | — | | | 11/13/2023(11) | — | 118,535 | 2.76 | 11/12/2033 | — | — | — | — | | | 11/13/2023(12) | — | — | — | — | — | — | 704,225 | 2,521,125 | | Dennis Kish | 1/25/2022(13) | — | — | — | — | 62,067 | 222,200 | — | — | | | 4/1/2022(3) | — | — | — | — | 53,636 | 192,017 | — | — | | | 4/1/2022(4) | 17,065 | 34,130 | 12.86 | 3/31/2032 | — | — | — | — | | | 4/3/2023(5) | — | — | — | — | 156,250 | 559,375 | — | — | | | 4/3/2023(6) | — | 123,203 | 7.79 | 4/2/2033 | — | — | — | — | | | 8/10/2023(14) | — | — | — | — | 87,934 | 314,804 | — | — | | Olga Shevorenkova | 7/26/2021(2) | — | — | — | — | 53,164 | 190,327 | — | — | | | 4/1/2022(3) | — | — | — | — | 73,500 | 263,130 | — | — | | | 4/1/2022(4) | 23,701 | 47,403 | 12.86 | 3/31/2032 | — | — | — | — | | | 4/3/2023(5) | — | — | — | — | 177,083 | 633,957 | — | — | | | 4/3/2023(6) | — | 139,630 | 7.79 | 4/2/2033 | — | — | — | — | | | 8/10/2023(14) | — | — | — | — | 82,072 | 293,818 | — | — | | | 1/16/2020(7) | 14,625 | 15,375 | 10 | N/A | — | — | — | — | | | 1/16/2020(7) | 14,625 | 15,375 | 20 | N/A | — | — | — | — | | | 1/16/2020(7) | 14,625 | 15,375 | 30 | N/A | — | — | — | — |

  16. Outstanding Equity Awards at 2023 Fiscal Year-End

    Market and payout values were determined by multiplying the number of shares of Stock or units that had not vested as of December 31, 2023, by $3.58, the closing price of EVgo’s Class A common stock on December 29, 2023, the last trading day of fiscal year 2023. (2) Represents an RSU grant received in July 2021 under the Incentive Plan. These RSUs vest in three equal installments on each of the first three anniversaries of January 31, 2021, subject to continued employment through each such date. The terms of all RSU awards reflected in this table are described in more detail below. Represents an RSU grant received in April 2022 under the Incentive Plan. These RSUs vest in three equal installments on each of the first three anniversaries of February 1, 2022, subject to continued employment through each such date. The amounts reported in the “Number of Shares or Units That Have Not Vested” and “Market Value of Shares or Units of Stock That Have Not Vested” columns for Ms. Zoi reflect the terms of the Zoi Transition Agreement. Represents a stock option grant received in April 2022 under the Incentive Plan. The stock options vest and become exercisable in three equal installments on each of the first three anniversaries of February 1, 2022, subject to continued employment through each such date. The terms of all stock option awards reflected in this table are described in more detail below. The amount reported in the “Number of Securities Underlying Unexercised Options (#) Unexercisable” column for Ms. Zoi reflects the terms of the Zoi Transition Agreement. (5) Represents an RSU grant received in April 2023 under the Incentive Plan. These RSUs vest in three equal installments on each of the first three anniversaries of February 1, 2023, subject to continued employment through each such date. The amounts reported in the “Number of Shares or Units That Have Not Vested” and “Market Value of Shares or Units of Stock That Have Not Vested” columns for Ms. Zoi reflect the terms of the Zoi Transition Agreement. (6) Represents a stock option grant received in April 2023 under the Incentive Plan. The stock options vest and become exercisable in three equal installments on each of the first three anniversaries of February 1, 2023, subject to continued employment through each such date. The amount reported in the “Number of Securities Underlying Unexercised Options (#) Unexercisable” column for Ms. Zoi reflects the terms of the Zoi Transition Agreement. (7) On January 16, 2020, Ms. Zoi and Ms. Shevorenkova received grants of Management Holdings Incentive Units. The number of units reflected in the table represents the number of common units of Management Holdings, and not a number of shares of Class A Common Stock. The Management Holdings Incentive Units are structured as profits interests for tax purposes and do not require the payment of an exercise price, nor do they have an expiration date; instead, they entitle the holder thereof to receive value only if and to the extent the underlying security appreciates in value following the grant of the award above the initial “threshold” established at grant. The figure reflected in the “Option Exercise Price” column reflects the applicable initial threshold assigned to each unit. If Management Holdings makes periodic cash distributions or there is a liquidation or termination event, the holders of Management Holdings Incentive Units are eligible to receive cash distributions in accordance with the terms of the Management Holdings limited liability company agreement to the extent the cumulative distributions to all holders exceed the applicable initial threshold. Each Management Holdings Incentive Unit presented in this table entitles the holder thereof to 0.000015% of the cumulative distributions from Management Holdings above the initial threshold. Because of this appreciation feature, EVgo believes profits interest awards are economically similar to stock options or stock appreciation rights for purposes of the SEC disclosure rules. Awards reflected as “Unexercisable” are Management Holdings Incentive Units that have not yet vested. Awards reflected as “Exercisable” are Management Holdings Incentive Units that have vested but have not yet received payment in respect thereof. Such awards generally vest with respect to 65% of the units granted in equal installments over four years following the grant date and with respect to 35% of the units granted upon a “Sale of the Company” (as defined in the award agreement and revised in connection with the Business Combination), in each case subject to a named executive officer’s continued employment with EVgo or one of its affiliates through the applicable vesting date. For additional detail regarding the vesting terms, please see “Additional Narrative Disclosure — Potential Payments Upon Termination or Change in Control — Payments upon Change in Control,” below. (8) Represents an RSU grant received in June 2022 under the Incentive Plan in connection with Mr. Khan’s service as a member of the Board. These RSUs vest in three equal installments on each of the first three anniversaries of May 18, 2022, subject to continued service through each such date. (9) Represents an RSU grant received in May 2023 under the Incentive Plan in connection with Mr. Khan’s service as a member of the Board. These RSUs vest in full on May 18, 2024, subject to continued service through such date. (10) Represents RSU grants received in November 2023 under the Incentive Plan. The RSUs vest in three equal installments on each of the first three anniversaries of November 13, 2023, subject to continued employment through each such date. (11) Represents a stock option grant received in November 2023 under the Incentive Plan. The stock options vest and become exercisable in three equal installments on each of the first three anniversaries of November 13, 2023, subject to continued employment through each such date. Represents a PSU grant received in November 2023 under the Incentive Plan. The PSU award vests if both the service and performance conditions are met. The service requirement will be satisfied in three equal installments on each of the first three anniversaries of November 13, 2023, subject to continued employment through each such date. The performance condition will be satisfied in one-third increments under EVgo reaching certain stock price milestones before November 13, 2028. The payout value assumes each of the stock price milestones are satisfied within the performance period. See the section entitled “Long Term Incentive Compensation” for additional details. Represents an RSU grant received in January 2022 under the Incentive Plan. The RSUs vest in three equal installments on each of the first three anniversaries of January 1, 2022, subject to continued employment through each such date. (14) Represents an RSU grant received in August 2023 under the Incentive Plan. The RSUs vest in three equal installments on each of the first three anniversaries of August 10, 2023, subject to continued employment through each such date.

  17. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below sets forth the compensation received by each of EVgo’s non-employee directors for the 2023 fiscal year. Information regarding the compensation received by Badar Khan for his service as a director for the 2023 fiscal year is provided in the Summary Compensation Table above. Employee directors (including directors employed on a full-time basis by LS Power) are not compensated for their additional service provided to the Board and thus are not included in the table below.

  18. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(5)(6) | All Other Compensation ($) | Total ($) | | Kate Brandt(1) | 21,641 | 125,653 | — | 147,294 | | Rodney Slater(1) | 29,169 | 125,653 | — | 154,822 | | Katherine Motlagh(2) | 85,000 | 123,032 | — | 208,032 | | Jonathan Seelig | 48,331 | 125,405(3) | 18,819(4) | 192,555 |

  19. DIRECTOR COMPENSATION

    (1) Each of Ms. Brandt and Mr. Slater received RSU grants in July 2022 that were scheduled to vest in full in July 2023, subject to their continued service on the Board. Ms. Brandt and Mr. Slater left the Board effective as of the Company’s 2023 Annual Meeting of Shareholders on May 17, 2023. In connection with the anticipated departures of Mr. Slater and Ms. Brandt from the Board at the Annual Meeting, the Board amended these equity awards to fully accelerate vesting on each of the awards as of the day immediately prior to the Annual Meeting. The Company determined that these provisions represented a modification of existing equity awards, resulting in the cumulative compensation cost recognized for Mr. Slater’s and Ms. Brandt’s RSU awards being zero immediately prior to the modification as none of the awards were otherwise expected to vest. The amounts reported in the “Stock Awards” column for Ms. Brandt and Mr. Slater represent the incremental fair value of the modified RSU awards. (2) Ms. Motlagh received a grant of 29,575 RSUs in May 2023, which vested in full on April 1, 2024. (3) Mr. Seelig received a grant of 54,054 RSUs in October 2023 for his service as a member of the Board, which will vest in full on October 12, 2024, subject to Mr. Seelig’s continued service on the Board on such date. The grant date fair value of this October 2023 award is reflected in the “Stock Awards” column. (4) In October 2022, Mr. Seelig became a Board observer for the Company and received two RSU grants in connection with this service: (i) a grant of 6,468 RSUs scheduled to vest in three equal installments on the first three anniversaries of October 12, 2022, and (ii) a grant of 20,699 RSUs, scheduled to vest in full on October 12, 2023 (collectively the “October 2022 Grants”). Subsequently, Mr. Seelig tendered his resignation from service as a Board observer effective as of May 16, 2023, the day prior to Mr. Seelig’s anticipated election to the Board. At that time, vesting for a pro rated portion (14,257) of the RSUs subject to the October 2022 Grants was accelerated, and the remaining 12,910 RSUs subject to the October 2022 Grants continued to vest according to the original vesting schedule but was deemed to be in consideration for Mr. Seelig’s service as a member of the Board. The Company determined that these provisions represented a cancellation of the original RSU grants and a concurrent grant of a replacement award, which is accounted for in the same manner as a modification of the terms of the canceled award. The grant date fair value of the replacement RSUs awards was less than the grant date fair value of the original RSU awards; therefore, there was no incremental fair value in connection with the replacement RSU awards. The amount reported in the “All Other Compensation” column for Mr. Seelig represents the amount paid to Mr. Seelig for his service as a Board observer in 2023. (5) The assumptions used in calculating the grant date fair value of such RSUs granted in 2023 are set forth in Note 17 to EVgo’s audited consolidated financial statements included in EVgo’s 2023 Annual Report on Form 10-K. EVgo’s non-employee directors who served in 2023 (other than Mr. Khan, for whom information is provided in the section, “Executive Compensation — Outstanding Equity Awards at 2023 Fiscal Year-End”) held the following number of outstanding unvested RSU awards as of December 31, 2023:

  20. DIRECTOR COMPENSATION

    | Name | Unvested RSU Awards | | Kate Brandt | — | | Rodney Slater | — | | Katherine Motlagh | 32,360 | | Jonathan Seelig | 58,252 |

  21. Narrative Disclosure to Director Compensation Table

    Narrative Disclosure to Director Compensation Table EVgo has a comprehensive director compensation program in order to attract and retain qualified non- employee directors who are critical to the future success, growth and governance of the Company. The compensation package for EVgo’s non-employee directors requires a significant portion of the total compensation package to be equity-based to align the interest of EVgo’s directors with the Company’s stockholders. Directors who are also employees of EVgo or full time employees of LS Power do not receive any additional compensation for their service on the Board. Under the director compensation program for 2023, approved by the Board upon the recommendation of the Compensation Committee based on market data provided by Pay Governance, directors who were neither employees of EVgo nor full time employees of LS Power were entitled to the following compensation: • An annual cash retainer of $50,000, and an additional $30,000 annual cash retainer for the Lead Independent Director; • The following additional cash retainers for directors serving as the chair of a committee: $20,000 for the chair of the Audit Committee, $15,000 for the chair of the Compensation Committee and $10,000 for the chair of the Nominating and Governance Committee; • The following additional cash retainers for directors serving as a member, but not the chair, of a committee: $10,000 for members of the Audit Committee, $7,500 for members of the Compensation Committee and $7,500 for members of the Nominating and Governance Committee; • An annual award of RSUs pursuant to the Incentive Plan with a value of $160,000, determined based on the volume weighted average closing price of the Company’s Class A Common Stock for the fifteen consecutive trading days preceding the date of grant, and which vests on the first anniversary of the date of grant, subject to the director’s continued service on the Board through such date; and • An additional award of RSUs pursuant to the Incentive Plan for the first year in which a director joins the Board with a value of $50,000, determined based on the volume weighted average closing price of the Company’s Class A Common Stock for the fifteen consecutive trading days preceding the date of grant, and which vests in three equal annual installments on each of the first three anniversaries of the date of grant, subject to the director’s continued service on the Board through such dates. In addition, the Incentive Plan provides that no non-employee director may be granted equity awards under the Incentive Plan in any calendar year with a value (determined, if applicable, pursuant to ASC Topic 718) on the date of grant in excess of $750,000; provided, that for any calendar year in which a non-employee member of the Board (i) first commences service on the Board, (ii) serves on a special committee of the Board, or (iii) serves as lead director or chairman of the Board, additional Awards may be granted to such non-employee member of the Board in excess of such limit. This limit does not apply to any awards under the Incentive Plan made in lieu of cash fees or made to a non-employee member of the Board during any period in which such individual was an employee of the Company or any affiliate or was otherwise providing services to the Company or to any affiliate other than in the capacity as a director of the Company. Directors are not entitled to any fees related to meeting attendance. Each director is entitled to be reimbursed for reasonable and necessary travel and miscellaneous expenses incurred to attend meetings and activities of the Board or any of its committees. Each director is also indemnified by EVgo for actions associated with serving as a director to the fullest extent permitted under Delaware law.