DEF 14A of EVgo Inc.
Filed Apr 3, 2026 · FY20250001140361-26-013164
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 II directors, whose current term will expire at the Annual Meeting; Class III directors, whose current term will expire at the annual meeting of stockholders expected to be held in 2027; and Class I directors, whose current term will expire at the annual meeting of stockholders expected to be held in 2028. 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 Darpan Kapadia, Jonathan Seelig and Paul Segal are Class II directors whose terms of office expire in 2026 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 II nominees named below be elected as a Class II director for a three-year term expiring at the 2029 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.
Class II Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting
Class II Nominees for Election for a Three-year Term Expiring at the 2029 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 II director:
Class II Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting
| Name | Age | Primary Occupation | Position at EVgo | Director Since | | Darpan Kapadia | 53 | Chief Operating Officer, LS Power | Director | July 2021 | | Jonathan Seelig(1)(2)(3) | 53 | Retired, Former Chairman of Ridge | Director | May 2023 | | Paul Segal | 51 | Chief Executive Officer, LS Power | Director | May 2023 |
Class II Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting
| (1) Member of the compensation committee (the “Compensation Committee”) |
Class II Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting
| (2) Member of the Audit Committee |
Class II Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting
| (3) Chair of the Nominating and Governance Committee |
Class II Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting
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, Verance Capital and Marmora Capital, three LS Power affiliated companies that invest across real estate, sports, media and other alternative investments. 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. 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. 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. 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. 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.
THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE CLASS II DIRECTOR NOMINEES
THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE CLASS II DIRECTOR NOMINEES
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:
Continuing Directors
| Name | Age | Primary Occupation | Position at EVgo | Director Since | | Class III Directors | | | | | | Scott Griffith(1)(2)(3) | 67 | Chief Executive Officer, Workhorse Group | Director | April 2024 | | Katherine Motlagh(1)(3)(4) | 52 | Former EVP and Chief Financial Officer, CyrusOne LLC | Director | April 2022 | | David Nanus(1) | 51 | President, LS Power Equity Advisors, LLC | Chairman | July 2021 | | Class I Directors | | | | | | Peter Anderson(5) | 37 | Managing Director, LS Power | Director | March 2023 | | Joseph Esteves | 65 | Vice Chairman, LS Power | Director | July 2021 | | Badar Khan | 55 | Chief Executive Officer, EVgo | CEO & Director | May 2022 |
Continuing Directors
| (1) Member of the Compensation Committee |
Continuing Directors
| (2) Member of the Audit Committee |
Continuing Directors
| (3) Member of the Nominating and Governance Committee |
Continuing Directors
| (4) Chair of the Audit Committee |
Continuing Directors
| (5) Chair of the Compensation Committee |
Continuing Directors
Scott Griffith. Scott Griffith has served on the Board since April 2024. Since December 2025, Scott has served as the Chief Executive Officer and a Director of Workhorse Group, an American manufacturer of zero-emission commercial vehicles. From April 2024 until its merger with Workhorse in December 2025, Scott served as Chief Executive Officer of Motive Power Systems, an electric truck manufacturer. 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, is a licensed Certified Public Accountant, and holds the NACD Directorship Certification® (NACD.DC). 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. 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 and in other positions 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 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 an emeritus member 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. He was nominated to the Board pursuant to the nomination agreement between the Company and LS Power Equity Partners IV, L.P. 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. 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 committee 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.
Continuing Directors
Joseph Esteves. Joseph Esteves has served on the Board since July 2021. Previously, Mr. Esteves served on the board of Holdings, a position he held after LS Power’s acquisition of EVgo in January 2020. Mr. Esteves currently serves as the Vice Chairman of LS Power, having previously been the Chief Financial Officer from 2008 through 2025. He was also a member of LS Power’s Management Committee and Investment Advisory Committee and was 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.E.E. 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.
Compensation Policies and Practices
| ✓ | Pay for Performance. Executive compensation is heavily weighted toward at-risk pay. For fiscal year 2025, over 80% of our CEO’s total compensation and over 75% of our other NEOs’ total compensation was at-risk, consisting of performance-based equity awards, time-based equity awards, and annual cash bonus opportunities. Performance-based pay alone, consisting of performance-based restricted stock units (“PSUs”) and annual cash bonuses, represented over 50% of our CEO’s total compensation. |
Compensation Policies and Practices
| ✓ | Majority of CEO Equity is Performance-Based. For fiscal year 2025, 60% of our CEO’s equity award value was delivered through PSUs tied to operational objectives and stock price targets. For our other NEOs, performance-based awards represented 50% of total equity award value. |
Compensation Policies and Practices
| ✓ | Independent Compensation Consultant. The Compensation Committee independently selects and engages its own compensation advisors. |
Compensation Policies and Practices
| ✓ | Annual Peer Group & Market Analysis. The Compensation Committee reviews external market data and annually reassesses our peer group with its independent compensation consultant. Market data is one of several factors the Committee considers when setting pay levels. |
Compensation Policies and Practices
| ✓ | Equity Award Grant Practices. We do not schedule our equity grants in anticipation of the release of material nonpublic information (“MNPI”), nor do we release MNPI based on equity award grant dates or time the disclosure of MNPI for the purpose of affecting the value of executive compensation. |
Compensation Policies and Practices
| ✘ | No Single-Trigger Equity Vesting Acceleration. Equity awards do not automatically vest solely upon a change in control of the Company. |
Compensation Policies and Practices
| ✘ | No Guaranteed Minimum Cash Bonuses. We do not provide guaranteed minimum annual bonuses to our NEOs. |
Compensation Policies and Practices
| ✘ | No Discounted Options or Stock Appreciation Rights (“SARs”). Stock options and SARs are not granted with exercise prices below fair market value. |
Compensation Policies and Practices
| ✘ | No 280G Tax Gross-Ups. We do not provide tax gross-ups in connection with change-in-control payments. |
Compensation Policies and Practices
| ✘ | No One-Time Equity Awards. We do not make special or one-time equity awards to NEOs outside of our annual equity incentive program, with limited exceptions for new hires and promotions. |
Compensation Policies and Practices
| ✘ | No Multi-Year Guaranteed Salary Increases or Equity Awards. Salary increases and equity awards are evaluated and approved annually and are not guaranteed on a multi-year basis. |
Role of Market Data
Role of Market Data The Compensation Committee aims to attract and retain the most highly qualified executive officers in a competitive market for talent. It believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies that are representative of the types of organizations with which we compete for top talent. To this end, as described below, the Compensation Committee reviews data from a peer group of companies as one reference point, among other factors, in making executive compensation decisions. On December 6, 2024, the Compensation Committee, with input from Pay Governance, approved the following compensation peer group for our 2025 compensation program:
Role of Market Data
| Altus Power, Inc. | Clean Energy Fuels Corp. | Ormat Technologies, Inc. | | Ameresco, Inc. | Clearway Energy, Inc. | Plug Power Inc. | | Array Technologies, Inc. | Energy Vault Holdings, Inc. | Shoals Technologies Group, Inc. | | Blink Charging Co. | Fluence Energy, Inc. | Sunnova Energy International Inc. | | Bloom Energy Corporation | FuelCell Energy, Inc. | Sunrun Inc. | | ChargePoint Holdings, Inc. | OPAL Fuels Inc. | |
Role of Market Data
Array Technologies, Inc. and Plug Power Inc. were added to our compensation peer group for 2025, while Stem, Inc., Canoo Inc., and SunPower Corporation were removed from our compensation peer group for 2025 for understanding 2025 NEO compensation levels. These changes were made to better align our compensation peer group with the following key selection criteria identified by Pay Governance, and approved by the Compensation Committee: (i) companies in the clean energy industries or sub-verticals, (ii) market capitalization between $1 billion and $10 billion, revenue between $250 million to $1 billion, and revenue growth of at least 15%, and (iii) companies that are deploying available technology to profit from asset ownership (rather than seeking to drive outcomes through technical/research and development innovation).
Role of Compensation Consultant
Role of Compensation Consultant The Compensation Committee retained Pay Governance to advise on our 2025 executive compensation programs, practices and decisions given Pay Governance’s expertise. During 2025, Pay Governance provided the following services as requested by the Compensation Committee:
Role of Compensation Consultant
| • | assisted in the development of the compensation peer group, analyzed the relevant proxy-disclosed pay data to assess overall market competitive compensation practices; |
Role of Compensation Consultant
| • | assisted with the design of our PSUs; |
Role of Compensation Consultant
| • | reviewed and assessed our compensation practices and the cash and equity compensation levels of our executive officers (including an analysis of the effectiveness of our equity incentive program as a retention tool); |
Role of Compensation Consultant
| • | reviewed and assessed our current compensation programs and identified certain changes for the Compensation Committee’s consideration to potentially implement in order to remain competitive with the market, as well as conducted an equity burn rate and overhang analysis; and |
Role of Compensation Consultant
| • | advised on regulatory developments relating to executive compensation. |
Role of Compensation Consultant
During 2025, the Compensation Committee reviewed the fees paid to Pay Governance relative to Pay Governance’s revenues, the services provided by Pay Governance to the Compensation Committee, any relationships between Pay Governance and its individual consultants and our executive officers, any stock ownership of EVgo by Pay Governance, and other factors relating to Pay Governance’s independence. The Compensation Committee concluded that Pay Governance is independent within the meaning of the Nasdaq listing standards and that its engagement did not present any conflicts of interest.
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, 2025 and December 31, 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation ($)(3) | Total ($) | | Badar Khan CEO and Director | 2025 | 733,333 | — | 3,296,298 | — | 677,013 | 8,080 | 4,714,724 | | | 2024 | 550,000 | — | 3,866,669 | — | 669,032 | 7,693 | 5,093,394 | | Dennis Kish President | 2025 | 468,333 | — | 1,795,555 | — | 410,204 | 7,677 | 2,681,769 | | | 2024 | 446,587 | — | 2,767,780 | — | 484,895 | 7,548 | 3,706,810 | | Paul Dobson(4) Former Chief Financial Officer | 2025 | 413,750 | — | 1,299,144 | — | 224,418 | 7,599 | 1,944,911 | | | 2024 | 100,000 | — | 714,012 | — | 84,006 | 1,144 | 899,162 |
Summary Compensation Table
| (1) Represents the aggregate grant date fair value of awards of RSUs and PSUs granted under the Company’s 2021 Long-Term Incentive Plan (the “Plan”) and computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718; with the portion of Mr. Khan’s 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 2025 would be $3,464,389, $1,795,555, and $1,299,144 for Messrs. Khan, Kish, and Dobson, respectively. The assumptions used in calculating the grant date fair value of such RSUs and PSUs are set forth in Note 17 to our audited consolidated financial statements included in our 2025 Annual Report on Form 10-K. |
Summary Compensation Table
| (2) Represents a cash bonus pursuant to our 2025 annual bonus program, which was paid in 2026, based on achievement of individual and business milestones. For additional information, see “Narrative Disclosure to the Summary Compensation Table — Bonus Compensation and Non-Equity Incentive Plan Compensation.” |
Summary Compensation Table
| (3) Amounts in this column consist of matching 401(k) contributions and life insurance premiums that we paid on each NEO’s behalf. |
Summary Compensation Table
| (4) Mr. Dobson joined the Company as Chief Financial Officer on October 1, 2024. Mr. Dobson ceased serving as Chief Financial Officer effective January 12, 2026, and provided consulting services from the date of his separation through March 6, 2026. See the section entitled “Additional Narrative Disclosure – Paul Dobson” for additional details. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table reflects information regarding outstanding equity awards held by the NEOs as of December 31, 2025. All such equity awards were granted under the Plan.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Exercise Price ($) | 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 | 11/13/2023(2) | — | — | — | — | 262,011 | 762,452 | — | — | | | 11/13/2023(3) | 79,023 | 39,512 | 2.76 | 11/12/2033 | — | — | — | — | | | 11/13/2023(4) | — | — | — | — | — | — | 547,731 | 1,593,897 | | | 3/15/2024(5) | — | — | — | — | 444,445 | 1,293,335 | — | — | | | 3/15/2024(6) | — | — | — | — | — | — | 538,200 | 1,566,162 | | | 3/18/2025(7) | — | — | — | — | 569,801 | 1,658,121 | — | — | | | 3/18/2025(8) | — | — | — | — | — | — | 427,351 | 1,243,591 | | | 3/18/2025(9) | — | — | — | — | — | — | 284,900 | 829,059 | | Dennis Kish | 4/1/2022(10) | 51,195 | — | 12.86 | 3/31/2032 | — | — | — | — | | | 4/3/2023(11) | — | — | — | — | 52,084 | 151,564 | — | — | | | 4/3/2023(12) | 82,135 | 41,068 | 7.79 | 4/2/2033 | — | — | — | — | | | 8/10/2023(13) | — | — | — | — | 29,312 | 85,298 | — | — | | | 3/15/2024(5) | — | — | — | — | 277,778 | 808,334 | — | — | | | 3/15/2024(6) | — | — | — | — | — | — | 336,375 | 978,851 | | | 3/15/2024(14) | — | — | — | — | — | — | 148,149 | 431,114 | | | 3/18/2025(7) | — | — | — | — | 374,074 | 1,088,555 | — | — | | | 3/18/2025(8) | — | — | — | — | — | — | 280,556 | 816,417 | | Paul Dobson | 10/22/2024(15) | — | — | — | — | 37,386 | 108,793 | — | — | | | 10/22/2024(16) | — | — | — | — | — | — | 72,860 | 212,023 | | | 10/22/2024(6) | — | — | — | — | — | — | 45,272 | 131,742 | | | 3/18/2025(7) | — | — | — | — | 270,655 | 787,606 | — | — | | | 3/18/2025(8) | — | — | — | — | — | — | 202,991 | 590,705 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) 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, 2025, by $2.91, the closing price of our Class A Common Stock on December 31, 2025, the last trading day of fiscal year 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) 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. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) 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. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) 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. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) 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. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) 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 rTSR compared to a select group of companies over a three-year period ending December 31, 2026. The payout value reflects achievement of operational goals of 80.73% and assumes the rTSR condition is satisfied at target level. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (7) The RSUs vest in three equal installments on each of the first three anniversaries of February 1, 2025, subject to continued employment through each such date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (8) The PSU awards vest if both the service and performance conditions are met. The service requirements will be satisfied on December 31, 2027, 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 rTSR compared to a select group of companies over a three-year period ending December 31, 2027. The payout value reflects achievement of operational goals of 75% and assumes the rTSR condition is satisfied at target level. See the section entitled “Long Term Incentive Compensation” for additional details. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (9) 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 18, 2025, 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 18, 2030. 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. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (10) The stock options vested and became exercisable in three equal installments on each of the first three anniversaries of February 1, 2022, subject to continued employment through each such date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (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. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (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. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (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. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (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. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (15) The RSUs vest in three equal installments on each of the first three anniversaries of October 22, 2024, subject to continued employment through each such date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (16) The PSU award vests 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 October 22, 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 October 22, 2029. The payout value assumes each of the stock price milestones are satisfied within the performance period. |
Pay Versus Performance
Pay Versus Performance The following tables and related disclosures have been prepared in accordance with the applicable SEC pay versus performance rules in Item 402(v) of Regulation S-K under the Exchange Act and do not necessarily reflect the economic benefit actually realized by our NEOs or the method by which the Compensation Committee makes compensation determinations.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(3) | Net Income (in thousands) | | 2025 | $4,714,724 | $2,068,536 | $2,313,340 | $1,593,942 | $81.28 | ($95,438) | | 2024 | $5,093,394 | $8,051,946 | $2,970,123 | $3,752,439 | $113.13 | ($126,701) |
Pay Versus Performance
| (1) Mr. Khan serves as our principal executive officer (“PEO”) and held that role for all of 2025 and 2024. Our non-PEO NEOs for 2025 included Mr. Kish and Mr. Dobson and for 2024 included Mr. Kish and Ms. Sullivan. Amounts shown reflect total compensation as calculated for the proxy statement Summary Compensation Table (“SCT”) for our PEO and non-PEO NEOs in each year. |
Pay Versus Performance
| (2) The following amounts were deducted from or added to SCT total compensation amounts in accordance with the SEC-mandated adjustments to calculate “Compensation Actually Paid” (“CAP”) to our PEO and average CAP paid to our non-PEO NEOs. The CAP calculation reflects changing equity award values by including the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year-end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of intrinsic value when such awards vested or will vest. |
Pay Versus Performance
| (3) Total Shareholder Return (“TSR”) reflects the cumulative value of a $100 investment in EVgo’s Class A common stock on December 31, 2023, measured through December 31 of each respective fiscal year. |
Pay Versus Performance
To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table:
Pay Versus Performance
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO | | | | Year | 2025 | 2024 | | Summary Compensation Table Total | $4,714,724 | $5,093,394 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | ($3,296,298) | ($3,866,669) | | (Minus): Change in Pension Value | $0 | $0 | | Plus: Pension Service Cost and Associated Prior Service Cost | $0 | $0 | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $3,534,708 | $5,316,038 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | ($2,055,700) | $563,916 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $0 | $0 | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | ($828,898) | $945,267 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $0 | $0 | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $0 | $0 | | Compensation Actually Paid | $2,068,536 | $8,051,946 |
Pay Versus Performance
To calculate the amounts in the “Compensation Actually Paid to Non-CEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average “Total” compensation of our Non-CEO NEOs as reported in the Summary Compensation Table:
Pay Versus Performance
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs | | | | Year | 2025 | 2024 | | Summary Compensation Table Total | $2,313,340 | $2,970,123 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | ($1,547,350) | ($2,047,224) | | (Minus): Change in Pension Value | $0 | $0 | | Plus: Pension Service Cost and Associated Prior Service Cost | $0 | $0 | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $1,660,577 | $2,882,004 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | ($665,333) | $113,530 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $0 | $0 | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | ($167,292) | ($165,993) | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $0 | $0 | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $0 | $0 | | Compensation Actually Paid | $1,593,942 | $3,752,439 |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The table below sets forth the compensation received by each of our non-employee directors for the 2025 fiscal year. Employee directors (including directors employed on a full-time basis by LS Power) are not compensated for their additional service provided to the Board and thus are not included in the table below.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(4) | Stock Awards ($)(5)(6) | All Other Compensation ($) | Total ($) | | Katherine Motlagh(1) | 85,000 | 163,048 | — | 248,048 | | Jonathan Seelig(2) | 77,500 | 145,206 | — | 222,706 | | Scott Griffith(3) | 75,000 | 163,048 | — | 238,048 |
DIRECTOR COMPENSATION
| (1) Ms. Motlagh received a grant of 43,830 RSUs in May 2025 for her service as a member of the Board, which vested in full on April 1, 2026. The grant date fair value of this May 2025 award is reflected in the “Stock Awards” column. |
DIRECTOR COMPENSATION
| (2) Mr. Seelig received a grant of 34,409 RSUs in October 2025 for his service as a member of the Board, which will vest in full on October 12, 2026, subject to Mr. Seelig’s continued service on the Board as of such date. The grant date fair value of this October 2025 award is reflected in the “Stock Awards” column. |
DIRECTOR COMPENSATION
| (3) Mr. Griffith received a grant of 43,830 RSUs in May 2025 for his service as a member of the Board, which will vest in full on May 18, 2026, subject to Mr. Griffith’s continued service on the Board as of such date. The grant date fair value of the May 2025 grant is reflected in the “Stock Awards” column. |
DIRECTOR COMPENSATION
| (4) The amounts reported in this column reflect the aggregate cash retainer and committee fees earned by each non-employee director for services provided during the 2025 fiscal year. During 2025, the Board approved a change to the payment schedule for director cash fees from one quarter in arrears to the current quarter. As a result of this one-time administrative change, the total cash amount disbursed to each non-employee director during fiscal year 2025 included five quarterly payments. The amounts in this table are reported on an earned basis to properly reflect compensation for services rendered in fiscal year 2025. |
DIRECTOR COMPENSATION
| (5) The assumptions used in calculating the grant date fair value of such RSUs granted in 2025 are set forth in Note 17 to our audited consolidated financial statements included in our 2025 Annual Report on Form 10-K. |
DIRECTOR COMPENSATION
| (6) Our non-employee directors who served in 2025 held the following number of outstanding unvested RSU awards as of December 31, 2025: |
DIRECTOR COMPENSATION
| Name | Unvested RSU Awards | | Katherine Motlagh | 43,830 | | Jonathan Seelig | 34,409 | | Scott Griffith | 54,942 |
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. Pursuant to our Non-Employee Director Compensation Policy, which was approved by the Board upon the recommendation of the Compensation Committee based on market data provided by Pay Governance in October 2025, directors who were neither our employees nor full-time employees of LS Power were entitled to the following compensation:
Narrative Disclosure to Director Compensation Table
| • | an annual cash retainer of $50,000, and an additional $30,000 annual cash retainer for the Lead Independent Director; |
Narrative Disclosure to Director Compensation Table
| • | 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; |
Narrative Disclosure to Director Compensation Table
| • | 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; |
Narrative Disclosure to Director Compensation Table
| • | an annual award of RSUs pursuant to the Plan with a value of $160,000 on each anniversary of the date of grant of each director’s initial RSU award, determined based on the fair market value of a share of our Class A Common Stock on 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 |
Narrative Disclosure to Director Compensation Table
| • | 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 fair market value of our Class A Common Stock on 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. |
Narrative Disclosure to Director Compensation Table
In addition, the Plan provides that no non-employee director may be granted equity awards 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 equity awards may be granted to such non-employee member of the Board in excess of such limit. This limit does not apply to any equity awards 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.