Here's a clear, beginner-friendly breakdown of EVgo Inc.'s DEF 14A Proxy Statement:

📜 What This Document Is

It's a Proxy Statement (DEF 14A): This is the official invitation and information packet for EVgo's 2026 Annual Shareholder Meeting.
Its Purpose: To inform shareholders about what will be voted on at the meeting and provide the details they need to make informed voting decisions.
The Meeting: Will be held virtually on Thursday, May 14, 2026, at 11:00 AM ET / 8:00 AM PT at www.virtualshareholdermeeting.com/EVGO2026.

🗳️ What Shareholders Are Voting On

Elect 3 Directors: Vote on nominees Darpan Kapadia, Jonathan Seelig, and Paul Segal for 3-year terms.
Ratify Auditor: Confirm KPMG LLP as the independent accounting firm for 2026.
Approve Executive Pay (Say-on-Pay): Advisory (non-binding) vote approving how the top executives are paid.
Set Pay Vote Frequency: Decide how often to hold the Say-on-Pay vote (every 1, 2, or 3 years). The Board recommends "One Year".
Other Business: Handle any other valid matters brought to the meeting.

👥 Who's Running Things (Director Nominees)

Darpan Kapadia (Age 53): COO of LS Power (energy infrastructure). Expert in power generation & transmission.
Jonathan Seelig (Age 53): Tech entrepreneur (co-founded Ridge, Akamai). Expert in tech & transportation.
Paul Segal (Age 51): CEO of LS Power. Expert in executive leadership & renewable energy.
👉 Why it matters: These nominees bring deep energy, infrastructure, finance, and tech experience critical for an EV charging network. LS Power is a major shareholder.

💰 Executive Pay Snapshot

Top Earners (2025): CEO Badar Khan's total comp was ~$4.7M. Other named executives averaged ~$2.3M.
Pay Mix: Heavily weighted towards equity (stock awards) to align executives with shareholder success.
Performance Link: The "Pay vs. Performance" table shows executive pay is designed to link to company performance (like Total Shareholder Return), though EVgo reported net losses in 2024 ($126.7M) and 2025 ($95.4M) as it invests in growth.
👉 Why it matters: Shareholders get a say (advisory) on whether the pay packages are fair and incentivize the right long-term growth.

⚖️ Corporate Governance & Structure

Board Size & Classes: 9 directors total, divided into 3 classes with staggered 3-year terms.
Committees: Audit (chaired by Katherine Motlagh), Compensation (chaired by Peter Anderson), Nominating/Governance (chaired by Jonathan Seelig).
Controlled Company: LS Power Equity Partners IV, L.P. controls a majority of voting power. This means EVgo is exempt from some Nasdaq governance rules (e.g., doesn't require a fully independent Board or committees).
Independence: Directors Griffith, Motlagh, and Seelig are deemed independent. Not all Board members need be independent due to "controlled company" status.
Leadership: Roles are split - David Nanus is Board Chair, Badar Khan is CEO.
👉 Why it matters: The "controlled company" structure gives LS Power significant influence. While common, it reduces certain shareholder protections.

🔍 Auditor Details (KPMG LLP)

2025 Fees: Total ~$2.33M (Audit: ~$2.26M, Tax: ~~$66K). Fees increased from 2024 (~~$1.65M total) largely due to audit work related to a major DOE loan guarantee program.
Pre-Approval: All KPMG services are pre-approved by the Audit Committee.
👉 Why it matters: Shareholders ratify the auditor choice, ensuring oversight. Fee increases reflect significant financing activities.

📅 Key Logistics & Dates

Record Date: March 19, 2026 (must own shares by this date to vote).
Proxy Materials: Available at www.proxyvote.com.
How to Vote:
- Online: www.proxyvote.com (preferred).
- Phone: 1-800-690-6903.
- Virtual Meeting: Attend and vote live on May 14th.
Voting Deadlines: Encouraged to vote before the meeting. Can change your vote later or vote live.
Contact for Questions: Investor Relations at (310) 954-2900 or [email protected].
Results: Preliminary results announced at the meeting; final results in an 8-K filing.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:
- Experienced Leadership & Board: Deep energy, infrastructure, finance, and tech expertise.
- Strategic Investment: Major DOE loan program support signals confidence in EVgo's role in national EV infrastructure.
- Governance Structure: Committees exist and provide oversight, even with controlled company status.
- Shareholder Voice: Key votes on directors, auditor, and executive pay.
⚠️ Risks:
- Controlled Company: LS Power's majority control limits minority shareholder influence on major decisions.
- Financial Performance: Continued net losses as the company invests heavily in growth (charging network expansion).
- Market Execution: Success depends on rapid scaling of the charging network and achieving utilization/profitability targets in a competitive market.

🧠 The Analogy

Think of this Proxy Statement as the agenda and instruction manual for a crucial company strategy meeting where shareholders have the right to vote on the key team captains (Directors) and the game plan for pay (Executive Compensation), but a major coach (LS Power) has the final say on most plays due to their controlling stake.

🧩 Final Takeaway

EVgo shareholders are voting to re-elect three directors, ratify their auditor, and approve executive pay. The key takeaway is understanding EVgo's "controlled company" status under LS Power, which impacts shareholder voting power. As the company invests heavily in growth (evidenced by losses and increased auditor fees for the DOE loan), shareholders get an advisory say on pay but limited control over the company's direction.

EVgo Inc. — DEF 14A Filing