DEF 14A of EVgo Inc., Apr 4, 2025

DEF 14A of EVgo Inc.

Filed Apr 4, 2025 · FY20240001104659-25-032220

Open on EDGAR

  1. PROPOSAL NO. 1 — ELECTION OF DIRECTORS

    PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our charter divides the Board into three classes, with staggered three-year terms: Class I directors, whose current term will expire at the Annual Meeting; 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 of stockholders expected to be held in 2027. 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. As such, the Board presently has nine members, of which Peter Anderson, Joseph Esteves and Badar Khan are Class I directors whose terms of office expire in 2025 and who have been nominated for election at the Annual Meeting. At the recommendation of our nominating and corporate governance committee (the “Nominating and Governance Committee”), the Board proposes that each of the three Class I nominees named below be elected as a Class I director for a three-year term expiring at the 2028 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 I Nominees for Election for a Three-year Term Expiring at the 2028 Annual Meeting

    Class I Nominees for Election for a Three-year Term Expiring at the 2028 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 I director:

  3. Class I Nominees for Election for a Three-year Term Expiring at the 2028 Annual Meeting

    | Name | Age | Primary Occupation | Position at EVgo | Director Since | | Peter Anderson(1) | 36 | Managing Director, LS Power | Director | March 2023 | | Joseph Esteves | 64 | Chief Financial Officer, LS Power | Director | July 2021 | | Badar Khan | 54 | Chief Executive Officer, EVgo | Chief Executive Officer and Director | May 2022 |

  4. Class I Nominees for Election for a Three-year Term Expiring at the 2028 Annual Meeting

    (1) Chair of the compensation committee (the “Compensation Committee”) Peter Anderson. Peter Anderson has served on the Board since March 2023 and, prior to his appointment to the Board, served as an observer of our Board 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. He was nominated to the Board pursuant to the nomination agreement between the Company and LS Power Equity Partners IV, L.P. We believe Mr. Anderson’s extensive experience in the transportation electrification, power generation and renewable energy sectors makes him well suited to serve on the Board. 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. 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. He was nominated to the Board pursuant to the nomination agreement between the Company and LS Power Equity Partners IV, L.P. 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. Badar Khan. Badar Khan has served as our Chief Executive Officer since November 2023 and as a member of the Board since May 2022. Prior to becoming our 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 M.B.A. from the Wharton School of the University of Pennsylvania. We believe that Mr. Khan is qualified to serve as a director because of his operational expertise gained from serving as our Chief Executive Officer and his extensive professional experience in the energy sector.

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

    THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE CLASS I 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 II Directors | | | | | | Darpan Kapadia | 52 | Chief Operating Officer, LS Power | Director | July 2021 | | Jonathan Seelig(1)(2)(3) | 52 | Retired, Former Chairman of Ridge | Director | May 2023 | | Paul Segal | 50 | Chief Executive Officer, LS Power | Director | May 2023 | | Class III Directors | | | | | | Scott Griffith(1)(2)(3) | 66 | Chief Executive Officer, Motiv Electric Trucks | Director | April 2024 | | Katherine Motlagh(1)(2)(3) | 51 | Former EVP and Chief Financial Officer, CyrusOne LLC | Director | April 2022 | | David Nanus(1) | 50 | President, LS Power Equity Advisors, LLC | Director | July 2021 |

  8. Continuing Directors

    (1) Member of the Compensation Committee (2) Member of the Audit Committee (3) Member of the Nominating and Governance Committee 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. Jonathan Seelig. Jonathan Seelig has been a member of the Board since May 2023. He previously served as an observer of our Board 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. We believe Mr. Seelig’s substantial leadership experience in the technology and transportation sectors make 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. We believe 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. Scott Griffith. Scott Griffith has served on the Board since April 2024. Since April 2024, Mr. Griffith has served as the Chief Executive Officer of Motiv Electric Trucks. From November 2019 to September 2022, he served as the CEO of the Autonomous Vehicles 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 B.S. in engineering from Carnegie Mellon University and an M.B.A. 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. We believe Mr. Griffith’s extensive experience as a public company CEO, venture and growth stage investor, and strategic advisor makes 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 currently serves on the boards of directors of Crown Castle Inc., a publicly traded communications infrastructure company, and Aeva Technologies, Inc., a publicly traded designer and developer of LiDAR sensing systems. Ms. Motlagh earned a master’s degree from the Financial University 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. We believe Ms. Motlagh’s substantial financial expertise makes her well suited to serve on the Board.

  9. Continuing Directors

    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. We believe that Mr. Nanus’s experience in the power and energy industries, in finance and accounting, as well as his knowledge of our business, make him well suited to serve on the Board.

  10. Director Compensation Limits

    Director Compensation Limits Under the Plan, in a single calendar year, a non-employee director may not be granted Awards, for such individual’s service on our Board of Directors in excess of $750,000, pro-rated for partial calendar years of service. Additional cash amounts or Awards may be paid for any calendar year in which a non-employee director (i) first becomes a member of our board of directors, (ii) serves on a special committee of our board of directors, or (iii) serves as lead director or chairman of the Board. This limit shall be applied without regard to cash fees paid to the non-employee director (or grants of Awards in lieu of all or any portion of such cash fees), or grants of Awards made to the non-employee director during any period in which such individual was an employee, or was otherwise providing services other than in the capacity as a director, of the Company or any affiliate.

  11. Overview

    Overview We are an emerging growth company for purposes of the SEC’s executive compensation disclosure rules. For the fiscal year ended December 31, 2024, our NEOs were: • Badar Khan, Chief Executive Officer and Director; • Dennis Kish, President; and • Francine Sullivan, Chief Legal Officer and EVP, Corporate Development. Our compensation policies and philosophies are designed to align compensation with business objectives, while also enabling the Company to attract, motivate and retain individuals who contribute to the Company’s long-term success. The Compensation Committee or the Board, with input from an independent compensation consultant, and our Chief Executive Officer (other than with respect to his own compensation), approves the compensation to be paid to our NEOs. Pay Governance served as the independent compensation consultant of the Compensation Committee and the Board, as applicable, for all aspects of compensation for our NEOs. At the request of the Compensation Committee, the independent compensation consultant provides an assessment of the competitiveness of our 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 factor in designing our executive compensation program and approving target levels of compensation for each executive officer. Other factors considered by the Compensation Committee and the Board include: individual performance and skills, management input, internal relative alignment of compensation levels, and past and anticipated future contributions. On October 19, 2023, the Compensation Committee, with input from Pay Governance, approved the following compensation peer group for 2024: Altus Power, Inc., Ameresco, Inc., Blink Charging Co., Bloom Energy Corporation, Canoo Inc., ChargePoint Holdings, Inc., Clean Energy Fuels Corp., Clearway Energy, Inc., Energy Vault Holdings, Inc., Fluence Energy, Inc., FuelCell Energy, Inc., OPAL Fuels Inc., Ormat Technologies, Inc., Shoals Technologies Group, Inc., Stem, Inc., Sunnova Energy International Inc., SunPower Corporation, and Sunrun Inc. Clean Energy Fuels Corp., Energy Vault Holdings, Inc., Fluence Energy, Inc., OPAL Fuels Inc., Shoals Technologies Group, Inc., and Stem, Inc., were all added to our compensation peer group for 2024, while Fisker Inc., Hyliion Holdings Corp., Nikola Corporation, Proterra Inc, QuantumScape Corporation, Volta Inc., and Workhorse Group Inc. were removed from our compensation peer group for 2024 for understanding 2024 NEO compensation levels. These changes were made to better align our compensation peer group with the key criteria identify by Pay Governance, in consultation with the Compensation Committee. The compensation of our NEOs primarily consists of salary, annual cash performance bonus, and time and performance-based equity incentive awards. 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 our NEOs, and the Board, upon the recommendation of the Compensation Committee, has approved the equity-based incentive awards.

  12. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to NEOs for the fiscal years ended December 31, 2024 and December 31, 2023.

  13. 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 | 2024 | 550,000 | — | 3,866,669 | — | 669,032 | 7,693 | 5,093,394 | | CEO and Director | 2023 | 79,327(5) | — | 3,756,299 | 232,329 | 84,155(5) | 188,825 | 4,340,935 | | Dennis Kish | 2024 | 446,587 | — | 2,767,780 | — | 484,895 | 7,548 | 3,706,810 | | President | 2023 | 375,000 | — | 1,333,115 | 445,995 | 298,474 | 1,790 | 2,454,374 | | Francine Sullivan | 2024 | 372,917 | 200,000(6) | 1,326,667 | — | 320,147 | 13,704 | 2,233,435 | | Chief Legal Officer and EVP, Corporate Development | 2023 | 350,000 | — | 1,121,951 | 356,798 | 217,610 | 1,671 | 2,048,030 |

  14. Summary Compensation Table

    (1) Represents the aggregate grant date fair value of awards of RSUs and PSUs issued under the Plan and computed in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718; with the portion of PSUs that vest subject to attainment of certain stock price targets calculated using a Monte Carlo simulation. The grant date fair value of the PSUs with operational objectives is reported based on the probable outcome at the time of grant. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. Assuming the maximum future payout, the aggregate grant date fair value attributable to the PSUs granted in 2024 would be $2,604,168, $2,044,273, and $947,918 for Mr. Khan, Mr. Kish and Ms. Sullivan, respectively. The assumptions used in calculating the grant date fair value of such RSUs and PSUs are set forth in Note 17 to our audited consolidated financial statements included in our 2024 Annual Report on Form 10-K. (2) Represents the aggregate grant date fair value of stock options granted under the 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 Note 17 to our audited consolidated financial statements included in our 2024 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 NEOs 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. No options were granted to the NEOs in 2024. (3) Represents a cash bonus pursuant to our 2024 annual bonus program, which was paid in 2025, 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) Amounts in this column consist of matching 401(k) contributions and life insurance premiums that we paid on each NEO’s behalf. (5) Mr. Khan commenced employment with us on November 9, 2023. Accordingly, his salary and non-equity incentive plan compensation were pro-rated for his partial year of employment during 2023. (6) Ms. Sullivan received an additional cash bonus of $200,000 in connection with Ms. Sullivan’s achievements related to corporate development initiatives.

  15. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table reflects information regarding outstanding equity awards held by the NEOs as of December 31, 2024. All such equity awards were granted under the Plan.

  16. Outstanding Equity Awards at 2024 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) | | Badar Khan | 6/9/2022(2) | — | — | — | — | 1,781 | 7,213 | — | — | | | 11/13/2023(3) | — | — | — | — | 524,022 | 2,122,289 | — | — | | | 11/13/2023(4) | 39,511 | 79,024 | 2.76 | 11/12/2033 | — | — | — | — | | | 11/13/2023(5) | — | — | — | — | — | — | 625,978 | 2,535,211 | | | 3/15/2024(6) | — | — | — | — | 666,667 | 2,700,001 | — | — | | | 3/15/2024(7) | — | — | — | — | — | — | 666,667 | 2,700,001 | | Dennis Kish | 1/25/2022(8) | — | — | — | — | 31,034 | 125,688 | — | — | | | 4/1/2022(9) | — | — | — | — | 26,818 | 108,613 | — | — | | | 4/1/2022(10) | 34,130 | 17,065 | 12.86 | 3/31/2032 | — | — | — | — | | | 4/3/2023(11) | — | — | — | — | 104,167 | 421,876 | — | — | | | 4/3/2023(12) | 41,067 | 82,136 | 7.79 | 4/2/2033 | — | — | — | — | | | 8/10/2023(13) | — | — | — | — | 58,623 | 237,423 | — | — | | | 3/15/2024(6) | — | — | — | — | 416,667 | 1,687,501 | — | — | | | 3/15/2024(7) | — | — | — | — | — | — | 416,667 | 1,687,501 | | | 3/15/2024(14) | — | — | — | — | — | — | 166,667 | 675,001 | | Francine Sullivan | 4/1/2022(9) | — | — | — | — | 23,242 | 94,130 | — | — | | | 4/1/2022(10) | 29,579 | 14,790 | 12.86 | 3/31/2032 | — | — | — | — | | | 4/3/2023(11) | — | — | — | — | 83,334 | 337,503 | — | — | | | 4/3/2023(12) | 32,854 | 65,709 | 7.79 | 4/2/2033 | — | — | — | — | | | 8/10/2023(13) | — | — | — | — | 54,715 | 221,503 | — | — | | | 3/15/2024(6) | — | — | — | — | 200,000 | 810,000 | — | — | | | 3/15/2024(7) | — | — | — | — | — | — | 200,000 | 810,000 | | | 3/15/2024(14) | — | — | — | — | — | — | 66,667 | 270,001 |

  17. Outstanding Equity Awards at 2024 Fiscal Year-End

    Market and payout values were determined by multiplying the number of shares of Class A Common Stock underlying outstanding awards that had not vested as of December 31, 2024, by $4.05, the closing price of our Class A Common Stock on December 31, 2024, the last trading day of fiscal year 2024. (2) Represents an RSU grant received in June 2022 under the 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. (3) 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. (4) 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. (5) 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 upon 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. These RSUs vest in three equal installments on each of the first three anniversaries of March 15, 2024, subject to continued employment through such date. The PSU awards vest if both the service and performance conditions are met. The service requirements will be satisfied on December 31, 2026, subject to continued employment through such date. The performance conditions will be satisfied subject to achievement of certain operational goals over a one-year period and relative total shareholder return compared to a select group of companies over a three-year period ending December 31, 2026. The payout value assumes each of the performance conditions are satisfied within the performance period at target levels. See the section entitled “Long Term Incentive Compensation” for additional details. (8) 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. (9) 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. (10) 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. (11) 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. (12) 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. (13) 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. (14) The PSU awards vest if both the service and performance conditions are met. The service requirements will be satisfied in three equal installments on each of the first three anniversaries of March 15, 2024, subject to continued employment through each such date. The performance conditions will be satisfied in one-third increments under EVgo reaching certain stock price milestones before March 15, 2029. 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.

  18. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below sets forth the compensation received by each of our non-employee directors for the 2024 fiscal year. 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.

  19. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(4)(5) | All Other Compensation ($) | Total ($) | | Katherine Motlagh(1) | 85,000 | 110,933 | — | 195,933 | | Jonathan Seelig(2) | 75,753 | 194,069 | — | 269,822 | | Scott Griffin(3) | 37,500 | 145,600 | — | 183,100 |

  20. DIRECTOR COMPENSATION

    (1) Ms. Motlagh received a grant of 53,333 RSUs in May 2024 for her service as a member of the Board, which vested in full on April 1, 2025. The grant date fair value of this May 2024 award is reflected in the “Stock Awards” column. (2) Mr. Seelig received a grant of 23,495 RSUs in October 2024 for his service as a member of the Board, which will vest in full on October 12, 2025, subject to Mr. Seelig’s continued service on the Board as of such date. The grant date fair value of this October 2024 award is reflected in the “Stock Awards” column. (3) In April 2024, Mr. Griffin became a member of the Board and received two RSU grants in connection with his service: (i) a grant of 16,667 RSUs scheduled to vest in three equal annual installments on the first three anniversaries of May 20, 2024, and (ii) a grant of 53,333 RSUs, scheduled to vest in full on May 20, 2025 (collectively the “May 2024 Grants”), in each case, subject to Mr. Griffith’s continued service on the Board as of such date. The grant date fair value of the May 2024 Grants is reflected in the “Stock Awards” column. (4) The assumptions used in calculating the grant date fair value of such RSUs granted in 2024 are set forth in Note 17 to our audited consolidated financial statements included in our 2024 Annual Report on Form 10-K. (5) Our non-employee directors who served in 2024 held the following number of outstanding unvested RSU awards as of December 31, 2024:

  21. DIRECTOR COMPENSATION

    | Name | Unvested RSU Awards | | Katherine Motlagh | 54,726 | | Jonathan Seelig | 25,651 | | Scott Griffith | 70,000 |

  22. Narrative Disclosure to Director Compensation Table

    Narrative Disclosure to Director Compensation Table We have a comprehensive director compensation program in order to attract and retain qualified non- employee directors who are critical to our future success, growth and governance. The compensation package for our non-employee directors requires a significant portion of the total compensation package to be equity-based to align the interest of our directors with our stockholders. Directors who are also our employees 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 2024, approved by the Board upon the recommendation of the Compensation Committee based on market data provided by Pay Governance, directors who were neither our employees 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 Plan with a value of $160,000, determined based on the volume weighted average closing price of our 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 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 our 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 Plan provides that no non-employee director may be granted equity awards under the 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 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 our employee or an employee of any of our affiliates or was otherwise providing services to us or to any of our affiliates other than in the capacity as our director. 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 us for actions associated with serving as a director to the fullest extent permitted under Delaware law.