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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

EVgo Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No Fee Required.

☐

Fee paid with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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EVgo Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 15, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of EVgo Inc., a Delaware corporation (“EVgo,” the “Company,” “we,” “our,” or “us”). The Annual Meeting will be held on Thursday, May 15, 2025, at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time, as a virtual meeting at www.virtualshareholdermeeting.com/EVGO2025 for the following purposes:

To elect the three nominees for Class I director named herein to hold office until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified.

To ratify the selection by our audit committee (the “Audit Committee”) of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

To approve an amendment of our 2021 Long Term Incentive Plan (the “Plan”) to increase the number of shares reserved thereunder.

To conduct any other business properly brought before the meeting.

The Annual Meeting will again be conducted in a virtual-only format, which the Board of Directors chose in order to provide stockholders with access to the meeting regardless of geographic location and to help increase stockholder participation, while also minimizing the time and cost associated with planning, holding and arranging logistics for an in-person meeting. Stockholders will be able to participate, vote electronically and submit questions during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/EVGO2025.

We are using the “Notice and Access” method of providing proxy materials to a number of our stockholders via the Internet. On or about April 4, 2025, we will mail to such stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access proxy materials and vote via the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials. If you do not receive a Notice, you will receive a paper copy of the proxy materials by mail from us on or about the same date, unless you have previously elected to receive proxy materials by email. We remind stockholders who receive a Notice that the Notice is not itself a proxy card and should not be returned with voting instructions.

All stockholders are cordially invited to attend the Annual Meeting virtually and urged to submit their proxy or voting instructions as promptly as possible to ensure their representation and the presence of a quorum at the Annual Meeting. If you submit your proxy and then decide to attend the Annual Meeting to vote your shares through our virtual platform, you may still do so. Your proxy is revocable in accordance with the procedures set forth in this proxy statement (the “Proxy Statement”).

By Order of the Board of Directors

/s/ Francine Sullivan

Francine Sullivan
Chief Legal Officer and EVP, Corporate Development
April 4, 2025
El Segundo, CA

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on May 15, 2025.

The Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended
December 31, 2024 and the Notice are available at www.proxyvote.com.

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EVgo INC.

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	QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING					1
	Why am I receiving these materials?					1
	How do I attend and participate in the Annual Meeting?					1
	Who is paying for this proxy solicitation?					1
	Who can vote at the Annual Meeting?					1
	How do I vote?					2
	How many votes do I have?					2
	How are votes counted?					2
	What if I do not provide specific voting instructions?					2
	Why did I receive a Notice Regarding the Availability of Proxy Materials on the Internet?					2
	What should I do if I get more than one proxy or voting instruction card?					3
	What are broker non-votes?					3
	How many votes are needed to approve each proposal?					3
	What is the quorum requirement for the Annual Meeting?					3
	Can I change my vote after submitting my proxy?					4
	How can I find out the results of the voting at the Annual Meeting?					4
	What proxy materials are available on the Internet?					4
	Where can I find the stockholder list?					4
	Who can I contact if I have questions concerning the Annual Meeting?					4
	PROPOSAL NO. 1 — ELECTION OF DIRECTORS					5
	Class I Nominees for Election for a Three-year Term Expiring at the 2028 Annual Meeting					5
	Vote Required for Approval					6
	Continuing Directors					7
	PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					10
	Principal Accountant Fees and Services					10
	Pre-Approval Policies and Procedures					10
	Vote Required for Approval					10
	PROPOSAL NO. 3 — AMENDMENT OF THE 2011 LONG TERM INCENTIVE PLAN					11
	Reason for the Proposal					11
	Description of the Material Features of the Plan					12
	Eligibility to Participate					13
	Securities to be Offered					13
	Director Compensation Limits					13
	Administration					13
	Source of Shares					13
	Awards Under the Plan					13
	Other Provisions					15

iii

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	Federal Income Tax Consequences					16
	Tax Consequences to Participate Under the Plan					16
	Tax Consequences to the Company					18
	New Plan Benefits					18
	Registration with the SEC					18
	Vote Required					19
	BOARD OF DIRECTORS AND COMMITTEES; CORPORATE GOVERNANCE					20
	Overview					20
	Director Independence					20
	Meetings of the Board					20
	Board Leadership Structure					20
	Board Role in Risk Oversight					20
	Committees of the Board					21
	Compensation Committee Interlocks and Insider Participation					24
	Code of Conduct					24
	Stockholder Communications with the Board					24
	Family Relationships					24
	DELINQUENT SECTION 16(a) REPORTS					25
	EXECUTIVE OFFICERS					26
	EXECUTIVE COMPENSATION					27
	Overview					27
	Summary Compensation Table					28
	Narrative Disclosure to the Summary Compensation Table					28
	Outstanding Equity Awards at 2024 Fiscal Year-End					30
	Additional Narrative Disclosure					32
	Key Compensation Actions Taken After 2024 Fiscal Year End					34
	Compensation Policies and Practices					35
	DIRECTOR COMPENSATION					36
	Narrative Disclosure to Director Compensation Table					36
	SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS					38
	REPORT OF THE AUDIT COMMITTEE					39
	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS					40
	Our Related Party Transactions					40
	Policies and Procedures for Related Person Transactions					44
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					45
	STOCKHOLDER PROPOSALS					47
	HOUSEHOLDING OF PROXY MATERIALS					48
	OTHER MATTERS					49
	Annex A EVgo 2021 LONG TERM INCENTIVE PLAN					A-1

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Websites throughout this Proxy Statement are provided for reference only and are not incorporated by reference into this Proxy Statement.

Unless otherwise indicated or unless the context requires otherwise, all references in this Proxy Statement to the “Company,” “EVgo” and similar terms refer to EVgo Inc. (f/k/a Climate Change Crisis Real Impact I Acquisition Corporation or “CRIS”) and its consolidated subsidiaries. References to “CRIS” refer to EVgo’s predecessor company prior to the consummation of the transaction (the “Business Combination”) pursuant to that certain Business Combination Agreement (the “Business Combination Agreement”), by and among us, EVgo Holdings, LLC, a Delaware limited liability company (“Holdings”), EVgo HoldCo, LLC, a Delaware limited liability company (“Holdco”), EVGO OPCO, LLC, a Delaware limited liability company (“OpCo”) and CRIS Thunder Merger LLC, a Delaware limited liability company and our wholly-owned subsidiary (“Thunder Sub”). The Business Combination closed (the “Closing”) on July 1, 2021.

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EVgo INC.

PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 2025

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

We have sent or made available to you these proxy materials because our Board of Directors (the “Board”) is soliciting your proxy to vote at our Annual Meeting on May 15, 2025, 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time, and any adjournments or postponements thereof. These proxy materials include information that we are required to provide to you pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”) and that is designed to assist you in voting your shares.

How do I attend and participate in the Annual Meeting?

To participate in the Annual Meeting, you must access the virtual meeting at www.virtualshareholdermeeting.com/EVGO2025 and use the control number provided with your proxy materials. Our virtual meeting platform, which will be provided by Broadridge Financial Solutions, allows all participating stockholders to submit questions during the Annual Meeting. The virtual platform also allows stockholders to vote on proposals online. We believe that the virtual platform increases stockholder participation while at the same time affording the same rights and opportunities to participate as stockholders would have at a physical annual meeting.

More information regarding the question-and-answer process, including the number and types of questions permitted, the time allotted for questions, and how questions will be recognized, answered, and disclosed, will be available in the meeting rules of conduct, which will be posted at www.virtualshareholdermeeting.com/EVGO2025 during the meeting.

In the event of a technical malfunction or other situation that may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held, at the discretion of the Chair of our Board (the “Chair”), our Chair or Secretary will convene the meeting at 1:00 p.m. Eastern Time / 10:00 a.m. Pacific Time on the same date and at the location specified above solely for the purpose of holding the adjourned meeting at this later time. Under the foregoing circumstances, we will post information regarding the announcement on our investor relations website at https://investors.evgo.com/.

We encourage you to access the Annual Meeting before it begins. If you have difficulty accessing the Annual Meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/EVGO2025.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Who can vote at the Annual Meeting?

Stockholders of record as of the close of business on March 20, 2025 (the “Record Date”) are entitled to receive notice of, attend and participate, and vote at the Annual Meeting. At the close of business on the Record Date, there were 133,523,073 shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and 172,800,000 shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock” and, together with Class A Common Stock, “Common Stock”) outstanding. Holders of our Class A Common Stock and Class B Common Stock are entitled to one vote for each share held as of the above Record Date. Holders of our Class A Common Stock and Class B Common Stock will vote together as a single class on all matters described in this Proxy Statement. There is no cumulative voting.

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How do I vote?

A stockholder’s shares can be voted at the Annual Meeting only if the stockholder attends the virtual meeting or is represented by proxy. We urge any stockholders not planning to attend the Annual Meeting to authorize their proxy in advance. Stockholders may complete their proxies and authorize their votes by proxy over the Internet at www.proxyvote.com or by telephone at 1-800-690-6903. Stockholders who complete their proxy electronically over the Internet or by telephone do not need to return a proxy card. Stockholders who hold their shares beneficially in street name through a nominee should follow the instructions they receive from their nominee to vote their shares.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of Common Stock you own as of the Record Date.

How are votes counted?

Stockholder votes will be tabulated by the persons appointed by the Board to act as inspectors of election for the Annual Meeting. Shares of Common Stock represented by a properly executed and delivered proxy will be voted at the Annual Meeting and, when the stockholder has given instructions, will be voted in accordance with those instructions.

What if I do not provide specific voting instructions?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted as follows: (1) “For” each of the nominees listed in Proposal No. 1, (2) “For” the ratification of the independent registered public accounting firm in Proposal No. 2, (3) “For” the amendment of the Plan to increase the number of shares reserved thereunder in Proposal No. 3, and (4) in accordance with the discretion of the persons appointed as proxies with respect to any other matters that properly come before the Annual Meeting.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares held in street name. These proxy materials are being forwarded to you by your bank, broker or other nominee, who is considered to be the holder of record with respect to your shares. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.

If you do not furnish voting instructions to your bank, broker or other nominee, one of two things can happen, depending upon whether a proposal is “routine.” Under the rules that govern brokers that have record ownership of shares beneficially owned by their clients, including the rules and interpretations of The Nasdaq Stock Market LLC, brokers have discretion to cast votes only on routine matters, such as the ratification of the appointment of independent registered public accounting firms, without voting instructions from their clients. Brokers are not permitted, however, to cast votes on “non-routine” matters without such voting instructions, such as the election of directors. Proposal No. 2 is considered a “routine” proposal for this purpose. Proposals No. 1 and No. 3 are considered “non-routine,” and your broker will not have discretion to vote on this proposal.

Why did I receive a Notice Regarding the Availability of Proxy Materials on the Internet instead of a full set of proxy materials?

In accordance with rules adopted by the SEC, we are providing access to our proxy materials over the Internet to some of our stockholders of record. If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. The Notice will tell you how to access and review the proxy

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materials over the Internet at www.proxyvote.com. The Notice will also tell you how to access your proxy card to vote over the Internet or by telephone.

If you received a Notice and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice. If you do not receive a Notice, you will receive a paper copy of the proxy materials by mail, unless you have previously elected to receive proxy materials by email.

What should I do if I receive more than one proxy or voting instruction card?

Stockholders may receive more than one set of voting materials, including multiple copies of the proxy materials and multiple Notices, proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account may receive separate sets of proxy materials or one Notice for each brokerage account in which shares are held. Stockholders of record whose shares are registered in more than one name will receive more than one set of proxy materials. You should vote in accordance with all of the proxy cards and voting instruction cards you receive relating to the Annual Meeting to ensure that all of your shares are voted and counted.

What are broker non-votes?

When a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be “non-routine,” the broker or nominee cannot vote the shares with respect to such matters. These unvoted shares are considered “broker non-votes” with respect to such matters.

How many votes are needed to approve each proposal?

Proposal No. 1 — Directors are elected by a plurality of the votes validly cast in such election. Each nominee nominated by the Board to serve as a Class I director must receive the most “For” votes (among votes properly cast online during the meeting or by proxy) of nominees for the vacancies in such director class in order to be elected. Shares represented by executed proxies will be voted, if authority to do so is not marked therein as “withheld,” “For” the election of each nominee named in Proposal No. 1, and broker non-votes will have no effect on such election. Therefore, only votes “For” will affect the outcome.

Proposal No. 2 — The ratification of the selection of KPMG as our independent registered public accounting firm for fiscal year ending December 31, 2025, requires the affirmative vote of a majority in voting power of the shares of Common Stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions will have the same effect as votes cast “Against” the proposal. This proposal is considered “routine,” and therefore we do not expect to receive any broker non-votes for this proposal.

Proposal No. 3 — The proposal to approve the amendment of the Plan described in the section titled “Proposal No. 3 — Amendment of the 2021 Long Term Incentive Plan” requires the affirmative vote of a majority in voting power of the shares of Common Stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions will have the same effect as votes cast “Against” the proposal, and broker non-votes will have no effect on the proposal.

What is the quorum requirement for the Annual Meeting?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least 153,161,537 shares of Common Stock, which constitutes a majority in voting power of the outstanding shares of stock entitled to vote at the Annual Meeting, are represented virtually or by proxy. Abstentions from voting on a proposal and broker non-votes will count for purposes of determining a quorum.

If a quorum is present at the Annual Meeting, stockholders may continue to transact business notwithstanding the withdrawal of enough stockholders to leave less than a quorum until such time as it may be adjourned by the person presiding over it. Only the person presiding over the meeting may adjourn the meeting from time to time, whether or not there is such a quorum.

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Can I change my vote after submitting my proxy?

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is exercised by delivering a written notice of revocation or a properly executed proxy bearing a later date to the attention of our Corporate Secretary at 1661 East Franklin Avenue, El Segundo, CA 90245.

You may also revoke your proxy by voting again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted), or by attending the virtual meeting and voting your shares while logged in and participating in the live webcast.

Beneficial owners of shares held in street name must follow their bank, broker or other nominee’s instructions to revoke their proxies or vote at the Annual Meeting and, for both stockholders of record and beneficial owners of shares held in street name, attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically request or vote online at the Annual Meeting.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

What proxy materials are available on the Internet?

This Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report on Form 10-K”) and the Notice are available, or will be made available when published, at www.proxyvote.com.

Where can I find the stockholder list?

A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose related to the meeting, for ten days prior to the date of the Annual Meeting during ordinary business hours at our principal offices located at 1661 East Franklin Avenue, El Segundo, CA 90245. The list will also be available electronically at www.virtualshareholdermeeting.com/EVGO2025 during the Annual Meeting.

Who can I contact if I have questions concerning the Annual Meeting?

If you have any further questions about voting your shares or attending the Annual Meeting or wish to obtain directions on how to join the virtual Annual Meeting, please call or email our Investor Relations Department at (877) 494-37833 or investors@evgo.com.

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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.

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:

Name

Age

Primary Occupation

Position at EVgo

Director Since

Peter Anderson(1)

Managing Director, LS Power

Director

March 2023

Joseph Esteves

Chief Financial Officer, LS Power

Director

July 2021

Badar Khan

Chief Executive Officer, EVgo

Chief Executive Officer
and Director

May 2022

(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

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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.

Vote Required for Approval

Directors are elected by a plurality of the votes validly cast in such election. Each nominee nominated by the Board to serve as a Class I director must receive the most “For” votes (among votes properly cast online during the meeting or by proxy) of nominees for the three vacancies in such director class in order to be elected. Shares represented by executed proxies will be voted, if authority to do so is not marked therein as “withheld,” “For” the election of each nominee named above, and broker non-votes will have no effect on such election. Therefore, only votes “For” will affect the outcome.

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

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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:

Name

Age

Primary Occupation

Position at EVgo

Director Since

Class II Directors

Darpan Kapadia

Chief Operating Officer, LS Power

Director

July 2021

Jonathan Seelig(1)(2)(3)

Retired, Former Chairman of Ridge

Director

May 2023

Paul Segal

Chief Executive Officer, LS Power

Director

May 2023

Class III Directors

Scott Griffith(1)(2)(3)

Chief Executive Officer, Motiv Electric Trucks

Director

April 2024

Katherine Motlagh(1)(2)(3)

Former EVP and Chief Financial Officer, CyrusOne LLC

Director

April 2022

David Nanus(1)

President, LS Power Equity Advisors, LLC

Director

July 2021

(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

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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.

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

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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.

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PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. KPMG has been engaged by us since July 1, 2021, and has been engaged by Holdco since 2020. Representatives of KPMG are expected to be present during the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of us and our stockholders.

Principal Accountant Fees and Services

KPMG

	Year Ended December 31,
	2024			2023
Audit Fees(1)		$	1,432,500		$	1,750,697
Tax Fees(2)			195,000			120,000
All Other Fees(3)			22,100			50,000
Total Fees		$	1,649,600		$	1,920,697

(1)

“Audit Fees” primarily consist of audit services related to the audit of our annual consolidated financial statements, the review of our quarterly condensed consolidated financial statements, the audits of our standalone subsidiaries completed in connection with the loan guarantee of up to $1.25 billion from the U.S. Department of Energy Loan Programs Office under its Title 17 program, and fees related to services performed in connection with our securities offerings, in each case including consents and review of documents filed with the SEC and other offering documents.

(2)

“Tax Fees” primarily consist of professional services for tax compliance, tax advice, and tax planning.

(3)

“All Other Fees” includes advisory work related to employee retention credits.

Pre-Approval Policies and Procedures

Pursuant to its charter, the Audit Committee may pre-approve audit and permissible non-audit and tax services provided to us by the independent auditors. The Audit Committee may delegate to the chair of the Audit Committee the authority to pre-approve audit and permissible non-audit services, provided such pre-approval decision is presented to the full Audit Committee at a subsequent meeting.

All of the services provided by KPMG listed in the table above were pre-approved in accordance with the pre-approval policies and procedures described in the paragraph immediately above.

Vote Required for Approval

Approval of this proposal requires the affirmative vote of a majority in voting power of the shares of Common Stock present virtually or by proxy at the Annual Meeting and entitled to vote this proposal. Votes may be cast “For,” “Against,” or “Abstain” with respect to this proposal. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, then “For” approval of this proposal. Abstentions will have the same effect as votes cast “Against” the proposal. Proposal No. 2 is considered “routine,” and therefore we do not expect to receive any broker non-votes for this proposal. If our stockholders do not ratify the selection of KPMG, the Board will consider other independent auditors.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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PROPOSAL NO. 3 — AMENDMENT OF THE 2021 LONG TERM INCENTIVE PLAN

We are asking our stockholders to approve an amendment to the Plan, effective May 15, 2025 (the “Plan Amendment”). The Plan was last approved by our stockholders on June 29, 2021.

The Plan Amendment would increase the maximum aggregate number of shares authorized for issuance pursuant to awards under the Plan by 25,000,000 shares to a total of 58,918,000 shares of Class A Common Stock. The proposed amendment is intended to enable us to continue to grant equity to our employees. Competitive equity awards are critical in allowing us to attract, retain, and motivate talented and qualified service providers in the highly competitive markets in which we operate. If this proposal is not approved, the Company will not have sufficient shares to grant equity to employees and non-employee directors in 2026 and beyond.

On April 3, 2025, the Board approved the Plan Amendment, subject to the approval of our stockholders. If this Proposal No. 3 is not approved by our stockholders, we will continue to operate the Plan pursuant to its current provisions until there are no longer any shares remaining available for issuance under the Plan and the Board will need to consider alternative arrangements to delivering competitive long-term compensation, including cash-based awards, in the absence of equity award availability. If we are unable to grant equity awards, our ability to hire and retain necessary talent will be significantly limited and will have a negative impact on our ability to grow and operate our business.

Reason for the Proposal

The purpose of the Plan is to enhance our ability to attract, retain, incentivize, reward, and motivate service providers who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership and other incentive opportunities. The Plan Amendment enables the Company to continue its equity-incentive compensation program to achieve our stated goals.

Our use of equity compensation and the alignment with stockholders it provides have helped us achieve the success, growth, and value creation experienced by us and our stockholders. The Board anticipates that an increase in the shares available for issuance under the Plan will enable us to attract and retain the best available talent to grow our business and to ensure a sufficient number of shares will be available through fiscal year 2026, based on our current new hire and annual grant practices.

As of March 20, 2025, we had 1,621,309 shares remaining available for issuance under the Plan (refer to the table below for more detail). The Plan is the Company’s only current plan for granting equity incentive compensation to our service providers. We anticipate that such remaining shares will be insufficient to support our annual equity grant cycle for fiscal year 2025. If we are unable to grant equity awards, our ability to hire and retain necessary talent will be significantly limited, which will have a negative impact on our ability to grow and operate our business.

As of March 20, 2025, the number of persons eligible to participate in the Plan was 331 employees and three non-employee directors. The Board and the Compensation Committee make determinations regarding the basis for participation in the Plan, including whether an award to an eligible person will further the Plan’s purposes, as described above. In exercising its discretion, the Compensation Committee will consider the recommendations of management and the purposes of the Plan.

If stockholders do not approve this Proposal No. 3, we anticipate that the shares reserved under the Plan that remain available for issuance would not be sufficient to provide equity incentives in accordance with our current grant practice. Once the share reserve under the Plan is exhausted, the Company may continue to elect to provide compensation through other means, such as cash-settled awards or other cash compensation.

Overhang Percentage. As of March 20, 2025, and as set out in the table below, there were 1,621,309 shares available for future equity awards under the Plan and approximately 22,380,978 shares subject to outstanding equity awards (assuming performance achievement at target levels), which represented approximately 7.8% of our outstanding shares of our Common Stock. Our fully diluted overhang percentage is 7.3%, measured as (a) the sum of all grants outstanding under our Plan, and shares available for future awards (numerator), divided by (b) the sum of the numerator and shares of Common Stock outstanding, with all data effective as of March 20, 2025.

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These numbers do not include any additional shares subject to equity awards that may be granted under the Plan between the date of this Proxy Statement and the 2025 Annual Meeting (such as awards in connection with new hires and promotions). The foregoing numbers also do not reflect the increased share reserve requested under the Plan for which the Company is seeking approval.

Number of Stock Options Outstanding		435,865
Weighted Average Exercise Price	$	7.53
Weighted Average Term (in years)		8.04
Number of RSUs Outstanding		16,944,679
Number of PSUs Outstanding(1)		5,000,434
Number of Shares Remaining Available for Grant		1,621,309
Shares of Common Stock Outstanding as of March 20, 2025		306,323,073

(1)

Number of shares shown assumes target performance achievement. The maximum number of shares under certain performance-based restricted stock unit (“PSU”) awards that are subject to the achievement of operational objectives is up to 187.5% of the target number of shares subject to the award. See Summary Compensation Table — Narrative Disclosure to the Summary Compensation Table — Long Term Incentive Compensation for further discussion.

If approved, the proposed increase in the number of shares reserved for issuance pursuant to awards under the Plan would increase the overhang percentage to approximately 13.8% of our Common Stock.

Description of the Material Features of the Plan

The following summary provides a general description of the material features of the Plan and is qualified in its entirety by reference to the full text of the Plan, which is attached as Annex A to this proxy statement, which is incorporated by reference in this proposal. Capitalized terms used but not defined herein will have the meanings set forth in the Plan.

As of March 20, 2025, there were 1,621,309 shares of Class A Common Stock remaining available for issuance under the Plan (refer to the table above for more detail). If our stockholders approve the Plan Amendment, the number of shares available for issuance will be increased by 25,000,000 shares effective as of the date of the Annual Meeting for a total of 58,918,000 shares.

In addition, (i) if restricted shares or shares issued upon the exercise of options are forfeited then such shares shall again become available for awards under the Plan; (ii) if restricted stock units (“RSUs”), performance stock units (“PSUs”), options, stock appreciation rights (“SARs”) or stock purchase rights are forfeited or terminate for any reason before being exercised or settled, or an award is settled in cash without the delivery of shares to the award holder, then the corresponding shares subject to the awards shall again become available for awards under the Plan; (iii) if RSUs, PSUs or SARs are settled, then only the number of shares (if any) actually issued in settlement of such RSUs, PSUs or SARs shall reduce the number of shares available under the Plan and the balance (including any shares withheld to satisfy tax withholding obligations) shall again become available for awards under the Plan; and (iv) any shares withheld to satisfy the exercise price or tax withholding obligation pursuant to any award of options or SARs shall be added back to the shares available for awards under the Plan. The number of shares authorized for issuance pursuant to the grants under the Plan is subject to adjustment (as described below).

The Plan provides for potential grants of: (i) incentive stock options qualified as such under U.S. federal income tax laws (“ISOs”); (ii) stock options that do not qualify as incentive stock options (“Nonstatutory Options,” and together with ISOs, “Options”); (iii) SARs; (iv) restricted stock awards (“Restricted Stock Awards”); (v) RSUs and PSUs; (vi) vested stock awards (“Stock Awards”); (vii) dividend equivalents; (viii) other stock- or cash-based awards; (ix) cash awards; and (x) substitute awards (referred to collectively with the other awards as the “Awards”).

Key features of the Plan include:

•

No automatic Award grants are promised to any eligible individual;

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•

Awards are subject to potential reduction, cancellation or, forfeiture pursuant to the EVgo Inc. Executive Compensation Clawback Policy (the “Clawback Policy”) and any other clawback policy that we adopt;

•

Awards are generally non-transferrable except to an Award recipient’s immediate family member or related family trust, pursuant to a qualified domestic relations order or by will or the laws of descent or distribution;

•

Meaningful limits on total director compensation; and

•

Repricing and cash buyouts are not allowed.

Eligibility to Participate

Employees, non-employee directors, consultants and other individual service providers of the Company and our subsidiaries are eligible to receive awards under the Plan. Eligible individuals to whom an Award is granted under the Plan are referred to as “Participants.” As of March 20, 2025, the number of persons eligible to participate in the Plan was 331 employees and three non-employee directors.

Securities to be Offered

Subject to adjustment in the event of any distribution, recapitalization, stock split, merger, consolidation or other corporate event, the aggregate number of shares of Class A Common Stock that may be issued pursuant to Awards under the Plan, if the Plan Amendment is approved, will be equal to 58,918,000 shares of Class A Common Stock (the “Share Pool”).

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.

Administration

Our Board of Directors (or a committee of two or more directors appointed by our Board of Directors) administers the Plan (as applicable, the “Administrator”). Subject to the terms of the Plan and applicable law, the Administrator has broad authority to select Participants to receive awards, determine the types and amounts of awards, to determine, modify, waive or adjust the terms and conditions of awards, and interpret provisions of the Plan. Subject to applicable law, the Administrator is also authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to delegate duties under the Plan, to terminate, modify or amend the Plan (except for certain amendments that require stockholder approval as described below), and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Administrator may correct any defect, supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Administrator deems necessary or desirable.

Source of Shares

Class A Common Stock issued under the Plan may come from (i) authorized but unissued shares of Class A Common Stock, (ii) treasury stock held by the Company or (iii) previously issued shares of Class A Common Stock that we reacquire, including shares purchased on the open market.

Awards Under the Plan

Options. An Option represents a right to purchase Class A Common Stock at a fixed exercise price. We may grant Options to eligible persons including: (i) ISOs (only to our employees or employees of our

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subsidiaries) which comply with the requirements of Section 422 of the Code; and (ii) Nonstatutory Options. The exercise price of each Option granted under the Plan will be stated in the option agreement and may vary; however, except in limited circumstances, the exercise price for an Option must not be less than the fair market value per share of Class A Common Stock as of the date of grant (or 110% of the fair market value for certain ISOs), nor may the Option be re-priced without the prior approval of the stockholders. Options may be exercised as the Administrator determines, but not later than ten years from the date of grant (or five years from the date of grant for certain ISOs). The Administrator determines the methods and form of payment for the exercise price of an Option (including, in the discretion of the Administrator, payment in Class A Common Stock, other Awards or other property) and the methods and forms in which Class A Common Stock will be delivered to a Participant.

SARs. A SAR is the right to receive an amount equal to the excess of the fair market value of one share of Class A Common Stock on the date of exercise over the grant price of the SAR, payable in either cash or shares of Class A Common Stock or any combination thereof as determined by the Administrator. The grant price of a share of Class A Common Stock subject to the SAR will be determined by the Administrator, but, except in limited circumstances, in no event will that grant price be less than the fair market value of the Class A Common Stock on the date of grant. The Administrator has the discretion to determine the other terms and conditions of a SAR award. SARs may be either free-standing or granted in tandem with other Awards. No SAR may be exercisable for a period of more than ten years following the date of grant of the SAR.

Restricted Stock Awards. A Restricted Stock Award is a grant of shares of Class A Common Stock subject to a risk of forfeiture, performance conditions, restrictions on transferability and any other restrictions imposed by the Administrator in its discretion. Restrictions may lapse at such times and under such circumstances as determined by the Administrator. Except as otherwise provided under the terms of an Award agreement, the holder of a Restricted Stock Award will generally have rights as a stockholder, including the right to vote the Class A Common Stock subject to the Restricted Stock Award and to receive dividends on the Class A Common Stock subject to the Restricted Stock Award during the restriction period, although the Administrator may allow a Participant to elect, or may require, that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock, applied to the purchase of additional Awards or deferred without interest to the date of vesting associated with the Restricted Stock Award. Unless otherwise determined by the Administrator and specified in the Award agreement, Class A Common Stock distributed in connection with a stock split or stock dividend, and other property (other than cash) distributed as a dividend, will be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock Award with respect to which such Class A Common Stock or other property has been distributed.

Restricted Stock Units, Performance Stock Units. RSUs and PSUs are rights to receive Class A Common Stock, cash, or a combination of both equal in value to the number of shares of Class A Common Stock covered by the RSUs or PSUs at the end of a specified period or upon the occurrence of a specified event. The Administrator will subject RSUs and PSUs to restrictions to be specified in the RSU Award or PSU Award agreement, and those restrictions may lapse at such times determined by the Administrator.

Stock Awards. The Administrator is authorized to grant vested Class A Common Stock as a Stock Award. The Administrator will determine any terms and conditions applicable to grants of Class A Common Stock, including performance criteria, if any, associated with a Stock Award.

Dividend Equivalents. Dividend equivalents entitle a Participant to receive cash, shares of Class A Common Stock, other Awards, or other property equal in value to dividends or other distributions paid with respect to a specified number of shares of Class A Common Stock. Dividend equivalents may be awarded on a free-standing basis or in connection with another Award (other than a Restricted Stock Award or Stock Award). The terms and conditions applicable to dividend equivalents will be determined by the Administrator and set forth in an Award agreement.

Other Stock-Based or Cash-Based Awards. Other stock-based Awards are awards denominated in or payable in, valued in whole or in part by reference to, or otherwise based on or related to, the value of Class A Common Stock. Cash-based awards may be granted on a free-standing basis, as an element of or a supplement to, or in lieu of any other Award. The terms and conditions of such Awards shall be determined by the Administrator.

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Substitute Awards. Awards may be granted in substitution for any other Award granted under the Plan or another plan of ours or our predecessors or subsidiaries or any other right of a person to receive payment from us or our subsidiaries. Awards may also be granted in substitution for awards held by individuals who become eligible individuals as a result of certain business transactions, in which case, subject to applicable stock exchange requirements, shares of Class A Common Stock subject to such Awards will not be added to or subtracted from the Share Pool. Substitute awards that are Options or SARs may have an exercise price per share that is less than the fair market value of a share of Class A Common Stock on the date of substitution if the substitution complies with the requirements of Section 409A of the Code and the guidance and regulations promulgated thereunder and other applicable laws.

Other Provisions

Recapitalization. In the event of any “equity restructuring” event (such as a stock dividend, stock split, reverse stock split or similar event) with respect to Class A Common Stock, the Administrator will equitably adjust (i) the aggregate number or kind of shares that may be delivered under the Plan, (ii) the number or kind of shares or amount of cash subject to an Award, (iii) the terms and conditions of Awards, including the purchase price or exercise price of Awards and performance goals, and (iv) the applicable share-based limitations with respect to Awards provided in the Plan, in each case to equitably reflect such event.

Change in Control. Except to the extent otherwise provided in any applicable Award agreement, no Award will vest solely upon the occurrence of a change in control. In the event of a change in control or other relevant changes to us or the Class A Common Stock, the Administrator may, in its discretion, (i) accelerate the time of exercisability of an Award, (ii) require Awards to be surrendered in exchange for a cash payment (including canceling an Option or SAR for no consideration if it has an exercise price or the grant price less than or equal to the value paid in the transaction), (iii) cancel Awards that remain subject to a restricted period as of the date of the change in control without payment of any consideration, or (iv) make any other adjustments to Awards that the Administrator deems appropriate to reflect such change in control or other event (including the substitution, assumption, or continuation of Awards by the successor company or a parent or subsidiary thereof).

Tax Withholding. The Company and any of its Affiliates have the right to withhold, or require payment of, the amount of any applicable taxes due or potentially payable upon exercise, award or lapse of restrictions. The Administrator will determine, in its sole discretion, the form of payment acceptable for such tax withholding obligations, including the delivery of cash or cash equivalents, Class A Common Stock (including previously owned shares, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to the Award), other property, or any other legal consideration the Administrator deems appropriate.

Limitations on Transfer of Awards. Participants may not assign, alienate, pledge, attach, sell or otherwise transfer or encumber any Award, other than a Stock Award. Options and SARs may only be exercised by a Participant during that Participant’s lifetime or by the person to whom the Participant’s rights pass by will or the laws of descent and distribution. However, notwithstanding these restrictions, a Participant may assign or transfer, without consideration, an Award, other than an ISO, with the consent of the Administrator and subject to various conditions stated in the Plan, including pursuant to a domestic relations order entered or approved by a court of competent jurisdiction. All shares of Class A Common Stock subject to an Award and evidenced by a stock certificate will contain a legend restricting the transferability of the shares pursuant to the terms of the Plan, which can be removed once the restrictions have terminated, lapsed or been satisfied. If shares are issued in book entry form, a notation to the same restrictive effect will be placed on the transfer agent’s books in connection with such shares.

Clawback. All Awards under the Plan will be subject to any clawback policy that we adopt, as in effect from time to time.

Plan Amendment and Termination. The Administrator may amend or terminate any Award or Award agreement or amend the Plan at any time and our Board of Directors may amend or terminate the Plan at any time; however, stockholder approval will be required for any amendment to the extent necessary to comply with applicable law or exchange listing standards. The Administrator does not have the authority, without the approval of the stockholders to amend any outstanding Option or SAR to reduce its exercise price per share

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or take any other action that would be considered a repricing under the applicable exchange listing standards. Without the consent of an affected Participant, no action by the Administrator or our Board of Directors to amend or terminate any Award, Award agreement or the Plan, as applicable, may materially and adversely affect the rights of such Participant under any previously granted and outstanding Award.

Term of the Plan. The Plan was approved by our Board of Directors and stockholders and became effective on July 1, 2021, concurrent with the Closing. Unless earlier terminated by action of our Board of Directors, the Plan will terminate on the tenth anniversary of its effectiveness. Awards granted before the termination date of the Plan will continue to be effective according to their terms and conditions.

Federal Income Tax Consequences

The following discussion is for general information only and is intended to briefly summarize the United States federal income tax consequences to Participants arising from participation in the Plan. This description is based on current law, which is subject to change (possibly retroactively). The tax treatment of a Participant in the Plan may vary depending on his or her particular situation and may, therefore, be subject to special rules not discussed below. No attempt has been made to discuss any potential foreign, state, or local tax consequences. In addition, Nonstatutory Options and SARs with an exercise price less than the fair market value of shares of the Class A Common Stock on the date of grant, SARs payable in cash, RSUs, and certain other Awards that may be granted pursuant to the Plan, could be subject to additional taxes unless they are designed to comply with certain restrictions set forth in Section 409A of the Code and guidance promulgated thereunder.

Tax Consequences to Participants Under the Plan

Stock Options and Stock Appreciation Rights. Participants will not realize taxable income upon the grant of an Option or SAR. Upon the exercise of a Nonstatutory Option or SAR, a Participant will recognize ordinary compensation income (subject to our withholding obligations of an employee) in an amount equal to the excess of (i) the amount of cash and the fair market value of the common stock received, over (ii) the exercise price of the Award. A Participant will generally have a tax basis in any shares of Class A Common Stock received pursuant to the exercise of a Nonstatutory Option or SAR that equals the fair market value of such shares on the date of exercise. Subject to the discussion under “Tax Consequences to the Company” below, we will be entitled to a deduction for federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by a Participant under the foregoing rules. When a Participant sells the Class A Common Stock acquired as a result of the exercise of a Nonstatutory Option or SAR, any appreciation (or depreciation) in the value of the Class A Common Stock after the exercise date is treated as long- or short-term capital gain (or loss) for federal income tax purposes, depending on the holding period. The Class A Common Stock must be held for more than 12 months to qualify for long-term capital gain treatment.

Participants eligible to receive an ISO will not recognize taxable income on the grant of an ISO. Upon the exercise of an ISO, a Participant will not recognize taxable income, although the excess of the fair market value of the shares of Class A Common Stock received upon exercise of the ISO (“ISO Stock”) over the exercise price will increase the alternative minimum taxable income of the Participant, which may cause such Participant to incur alternative minimum tax. The payment of any alternative minimum tax attributable to the exercise of an ISO would be allowed as a credit against the Participant’s regular tax liability in a later year to the extent the Participant’s regular tax liability is in excess of the alternative minimum tax for that year.

Upon the disposition of ISO Stock that has been held for the required holding period (generally, at least two years from the date of grant and one year from the date of exercise of the ISO), a Participant will generally recognize capital gain (or loss) equal to the excess (or shortfall) of the amount received in the disposition over the exercise price paid by the Participant for the ISO Stock. However, if a Participant disposes of ISO Stock that has not been held for the requisite holding period (a “Disqualifying Disposition”), the Participant will recognize ordinary compensation income in the year of the Disqualifying Disposition in an amount equal to the amount by which the fair market value of the ISO Stock at the time of exercise of the ISO (or, if less, the amount realized in the case of an arm’s length disposition to an unrelated party) exceeds the exercise price paid by the Participant for such ISO Stock. A Participant would also recognize capital gain to the extent the amount realized in the Disqualifying Disposition exceeds the fair market value of the ISO Stock on the exercise

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date. If the exercise price paid for the ISO Stock exceeds the amount realized (in the case of an arm’s-length disposition to an unrelated party), such excess would ordinarily constitute a capital loss.

We are generally not entitled to any federal income tax deduction upon the grant or exercise of an ISO, unless a Participant makes a Disqualifying Disposition of the ISO Stock. If a Participant makes a Disqualifying Disposition, we will then, subject to the discussion below under “Tax Consequences to the Company,” be entitled to a tax deduction that corresponds as to timing and amount with the compensation income recognized by a Participant under the rules described in the preceding paragraph.

Under current rulings, if a Participant transfers previously held shares of Class A Common Stock (other than ISO Stock that has not been held for the requisite holding period) in satisfaction of part or all of the exercise price of an Option, whether a Nonstatutory Option or an ISO, no additional gain will be recognized on the transfer of such previously held shares in satisfaction of the Nonstatutory Option or ISO exercise price (although a Participant would still recognize ordinary compensation income upon exercise of a Nonstatutory Option in the manner described above). Moreover, that number of shares of Class A Common Stock received upon exercise which equals the number of shares of previously held Class A Common Stock surrendered in satisfaction of the Nonstatutory Option or ISO exercise price will have a tax basis that equals, and a capital gains holding period that includes, the tax basis and capital gains holding period of the previously held shares of Class A Common Stock surrendered in satisfaction of the Nonstatutory Option or ISO exercise price. Any additional shares of Class A Common Stock received upon exercise will have a tax basis that equals the amount of cash (if any) paid by the Participant, plus the amount of compensation income recognized by the Participant under the rules described above.

The Plan generally prohibits the transfer of Awards other than by will or according to the laws of descent and distribution or pursuant to a domestic relations order, but the Plan allows the Administrator to permit the transfer of Awards (other than ISOs) in limited circumstances, in its discretion. For income and gift tax purposes, certain transfers of vested Nonstatutory Options should generally be treated as completed gifts, subject to gift taxation.

The IRS has not provided formal guidance on the income tax consequences of a transfer of Nonstatutory Options (other than in the context of divorce) or SARs. However, the IRS has informally indicated that after a transfer of stock options (other than in the context of divorce pursuant to a domestic relations order), the transferor will recognize income, which will be subject to withholding, and employment or payroll taxes will be collectible at the time the transferee exercises the stock options. If a Nonstatutory Option is transferred pursuant to a domestic relations order, the transferee will recognize ordinary income upon exercise by the transferee, which will be subject to withholding, and employment or payroll taxes (attributable to and reported with respect to the transferor) will be collectible from the transferee at such time.

In addition, if a Participant transfers a vested Nonstatutory Option to another person and retains no interest in or power over it, the transfer is treated as a completed gift. The amount of the transferor’s gift (or generation-skipping transfer, if the gift is to a grandchild or later generation) equals the value of the Nonstatutory Option at the time of the gift. The value of the Nonstatutory Option may be affected by several factors, including the difference between the exercise price and the fair market value of the stock, the potential for future appreciation or depreciation of the stock, the time period of the Nonstatutory Option and the illiquidity of the Nonstatutory Option. The transferor will be subject to a federal gift tax, which will be limited by (i) the annual exclusion of $19,000 per donee (for 2025, subject to adjustment in future years), (ii) the transferor’s lifetime unified credit, or (iii) the marital or charitable deductions. The gifted Nonstatutory Option will not be included in the Participant’s gross estate for purposes of the federal estate tax or the generation-skipping transfer tax.

This favorable tax treatment for vested Nonstatutory Options has not been extended to unvested Nonstatutory Options. Whether such consequences apply to unvested Nonstatutory Options or to SARs is uncertain and the gift tax implications of such a transfer is a risk the transferor will bear upon such a disposition.

Restricted Stock Awards; RSUs; PSUs; Stock Awards; Other Stock-Based or Cash-Based Awards. A Participant will recognize ordinary compensation income upon receipt of cash pursuant to a cash award or, if earlier, at the time the cash is otherwise made available for the Participant to draw upon. Individuals will not

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have taxable income at the time of grant of an RSU or PSU, but rather, will generally recognize ordinary compensation income at the time he or she receives a share of Class A Common Stock in settlement of the RSU or PSU, as applicable, or cash in an amount equal to the fair market value of the Class A Common Stock.

A recipient of a Stock Award generally will be subject to tax at ordinary income tax rates on the fair market value of the Class A Common Stock when it is received, reduced by any amount paid by the recipient. A recipient of a Restricted Stock Award will be subject to tax at ordinary income tax rates on the fair market value of the Class A Common Stock when it is granted, reduced by any amount paid by the recipient, if a Participant makes a valid election under Section 83(b) of the Code; however, if a Participant does not make a valid election under Section 83(b) of the Code, the Participant will recognize ordinary compensation income in an amount equal to the fair market value of the Class A Common Stock (net of any amount paid by the Participant) when the Class A Common Stock first becomes transferable or is no longer subject to a substantial risk of forfeiture. If a Section 83(b) election is made and the shares are subsequently forfeited, the recipient will not be allowed to take a deduction for the value of the forfeited shares. If a Section 83(b) election has not been made, any dividends received with respect to a Restricted Stock Award that is subject at that time to a risk of forfeiture or restrictions on transfer generally will be treated as compensation that is taxable as ordinary income to the recipient; otherwise the dividends will be treated as dividends.

A Participant who is an employee will be subject to withholding for federal, and generally for state and local, income taxes at the time he or she recognizes income under the rules described above. The tax basis in the Class A Common Stock received by a Participant will equal the amount recognized by the Participant as compensation income under the rules described in the preceding paragraph, and the Participant’s capital gains holding period in those shares will commence on the later of the date the shares are received or the restrictions lapse. Subject to the discussion below under “Tax Consequences to the Company,” we will be entitled to a deduction for federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by a Participant under the foregoing rules.

Tax Consequences to the Company

Reasonable Compensation. In order for the amounts described above to be deductible by us (or our subsidiaries), such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses.

Golden Parachute Payments. Our ability (or the ability of one of our subsidiaries) to obtain a deduction for future payments under the Plan could also be limited by the golden parachute rules of Section 280G of the Code, which prevent the deductibility of certain excess parachute payments made in connection with a change in control of an employer-corporation.

Compensation of Covered Employees. Our ability (or the ability of our subsidiaries) to obtain a deduction for amounts paid under the Plan could be limited by Section 162(m) of the Code. Section 162(m) of the Code limits our ability to deduct compensation, for federal income tax purposes, paid during any year to a “covered employee” (within the meaning of Section 162(m) of the Code) in excess of $1,000,000.

New Plan Benefits

The future awards, if any, that will be made to eligible persons under the Plan are subject to the discretion of the Administrator, and therefore, the benefits or number of shares subject to awards that may be granted in the future to our executive officers, employees and directors is not currently determinable. Therefore, a New Plan Benefit Table is not provided. For details on grants of RSUs and PSUs made to our named executive officers (“NEOs”) under the Plan in 2024, see the table below entitled “Outstanding Equity Awards Table,” and for more details on grants of RSUs made to our non-employee directors in 2024, see the table below entitled “2024 Director Compensation Table.”

Registration with the SEC

If our stockholders approve the Plan Amendment, we will file with the SEC a registration statement on Form S-8, as soon as reasonably practicable after the approval, to register the additional shares available for issuance under the Plan.

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Vote Required

To be approved, a majority of the total votes cast on Proposal No. 3 must be voted “For” the approval of the amendment of the Plan. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have the same effect as a vote against the proposal. Broker non-votes will not affect the outcome of voting on this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE AMENDMENT OF THE PLAN.

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BOARD OF DIRECTORS AND COMMITTEES; CORPORATE GOVERNANCE

Overview

We are committed to maintaining the highest standards of business conduct and corporate governance, which we believe are fundamental to the overall success of its business, serving our stockholders well and maintaining integrity in the marketplace. Our corporate governance guidelines (the “Corporate Governance Guidelines”) and Code of Conduct, together with our certificate of incorporation, bylaws, and the charters of the committees of the Board, form the basis for our corporate governance framework.

Director Independence

The Board has determined that each of Scott Griffith. Katherine Motlagh, and Jonathan Seelig qualifies as an independent director under the criteria set forth in the listing rules of Nasdaq and applicable SEC rules, including the additional independence criteria applicable to service on the Audit Committee. These determinations were made by the Board based on the recommendation of its Nominating and Governance Committee, which is required pursuant to its charter to review, in light of such criteria, all relationships between us and each director or nominee, including prior service as an observer of our Board.

As of the date of this Proxy Statement, Holdings controls a majority of the voting power of our outstanding capital stock. As a result, we are a “controlled company” under Nasdaq rules. As a controlled company, we are exempt from certain Nasdaq corporate governance requirements, including those that would otherwise require the Board to have a majority of independent directors and require that we either establish compensation and nominating and corporate governance committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of its executive officers and nominees for directors are determined or recommended to the Board by the independent members of the Board. We currently utilize some or all of these exemptions. As a result, we do not have a majority of independent directors on the Board. In addition, we may choose not to maintain a compensation committee or a nominating and corporate governance committee, and to the extent such committees are maintained, as is currently the case, they may not consist entirely of independent directors. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance requirements.

Meetings of the Board

The Board holds regular meetings each year and holds special meetings and acts by unanimous written consent when circumstances require. During 2024, our Board held 6 meetings. Each of our directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees on which he or she served during 2024. We encourage, but do not require, members of the Board to attend annual stockholder meetings. Two of our directors attended the 2024 annual meeting of stockholders.

Board Leadership Structure

The Board recognizes that the leadership structure and combination or separation of the Chief Executive Officer and the Chair roles is driven by our needs at any point in time. As a result, we do not have a policy requiring combination or separation of leadership roles, and our governing documents do not mandate a particular structure. This allows us the flexibility to establish the most appropriate structure for us at any given time. Since July 2021, David Nanus has served as the Chair. Badar Khan has served as our Chief Executive Officer since November 2023.

Board Role in Risk Oversight

The Board oversees the risk management activities designed and implemented by our management. The Board does not have a standing risk management committee, but rather executes its oversight responsibility both directly and through its standing committees. All board committees report to the Board as appropriate, including, but not limited to, when a matter rises to the level of a material or enterprise risk. The Board considers specific risk topics, including risks associated with our strategic initiatives, business plans and capital structure. Our management, including our executive officers, are primarily responsible for managing the risks

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associated with the operation of our business and providing appropriate updates to the Board and the Audit Committee. Our Enterprise Risk Committee (the “Enterprise Risk Committee”) is a management-level committee that meets periodically to identify, review, prioritize and manage risks that are material to our business objectives.

The Audit Committee, acting pursuant to authority delegated by the Board, actively oversees our enterprise risk management framework, including cybersecurity strategy and risks from cybersecurity threats, and helps align our risk management program with our business objectives and compliance with legal and regulatory standards. As part of this oversight role, the Audit Committee receives regular updates from the chair of the Enterprise Risk Committee, and reviews the enterprise risk matrix prepared by our management-level Enterprise Risk Committee on an annual basis. Such updates include reviews of new or evolving threats, our programs for mitigating such risks, the results of third-party audits, and our assessments and oversight of any recent events with certain characteristics that may have occurred. The chair of the Audit Committee regularly reports on the Audit Committee’s oversight activities related to enterprise risk management and cybersecurity to the full Board. Our other board committees consider risks as they perform their respective committee responsibilities. For example, the Compensation Committee performs an executive compensation risk assessment on an annual basis to consider whether any specific elements of our executive compensation program may induce executives to pursue strategies that could create unnecessary or excessive risk with respect to our operational or financial performance.

Committees of the Board

Because we are a “controlled company” under Nasdaq rules, we are not required to establish or maintain a compensation committee or a nominating and corporate governance committee. Although we are not required to do so, the Board maintains the Compensation Committee and the Nominating and Governance Committee in addition to the Audit Committee. Members serve on each committee until their resignation or until otherwise determined by the Board. Each committee operates under a charter approved by the Board.

Audit Committee

During the year ended December 31, 2024, the members of the Audit Committee were Katherine Motlagh, Scott Griffith (from the time of his election to the Board in April 2024), and Jonathan Seelig. As of the date of this Proxy Statement, the Audit Committee consists of the same individuals, with Ms. Motlagh serving as the chair of the Audit Committee. Under Nasdaq’s listing standards and applicable SEC rules, we are required to have at least three members of the Audit Committee, all of whom must be independent. Each of Ms. Motlagh and Messrs. Griffith and Seelig meets the independent director standard under Nasdaq’s listing standards and under Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee met nine times in 2024.

Each current member of the Audit Committee is financially literate, and the Board has determined that Ms. Motlagh qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

The Audit Committee charter is posted in the Investors section of our website, which is located at investors.evgo.com, under the “Governance — Governance Documents” tab. The Audit Committee charter details the principal functions of the Audit Committee, including:

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overseeing our accounting and financial reporting processes and audits of our financial statements;

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assisting Board’s oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the independent registered public accounting firm’s qualifications, independence, and performance, and (4) the effectiveness and performance of our internal audit function;

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the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm that we engage;

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pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm that we engage, and establishing pre-approval policies and procedures;

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•

setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

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ensuring audit partner rotation in compliance with applicable laws and regulations;

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obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years involving one or more independent audits carried out by the firm and any steps taken to address such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

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meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Annual Report on Form 10-K;

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reviewing and approving any related party transactions required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC; and

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reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities, and any employee complaints or published reports that raise material issues regarding our financial statements, financial reporting process, accounting policies, or internal audit function.

Compensation Committee

During the year ended December 31, 2024, the members of the Compensation Committee were Peter Anderson, Scott Griffith (from the time of his election to the Board in April 2024), Katherine Motlagh, David Nanus, and Jonathan Seelig. As of the date of this Proxy Statement, the Compensation Committee consists of the same individuals, with Mr. Anderson serving as the chair of the Compensation Committee. Because we are a “controlled company” within the meaning of Nasdaq’s corporate governance standards, the Compensation Committee is not required to be comprised solely of independent directors. The Compensation Committee met seven times in 2024.

The Compensation Committee charter is posted in the Investors section of our website, which is located at investors.evgo.com, under the “Governance — Governance Documents” tab. The Compensation Committee charter details the principal functions of the Compensation Committee, including:

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reviewing, approving and determining, or making recommendations to the Board regarding, the compensation of our executive officers, including the Chief Executive Officer;

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reviewing on an annual basis our executive compensation policies and plans;

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reviewing and making recommendations to the Board with respect to incentive compensation equity-based remuneration plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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if required, producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The Compensation Committee is delegated all authority of the Board as may be required or advisable to fulfill the purposes of the Compensation Committee. The Compensation Committee may form sub-committees and delegate some or all of its authority to sub-committees, its chair or any of its members when

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it deems appropriate. During 2024, the Compensation Committee delegated authority to the Chief Executive Officer to approve annual, new-hire, retention and “spot” equity awards to Company employees within certain parameters and subject to certain limitations, and to the chair of the Compensation Committee and the Chair to collectively approve certain equity awards to employees outside of the scope of the delegation to the Chief Executive Officer. The Compensation Committee charter provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominating and Governance Committee

During the year ended December 31, 2024, the members of the Nominating and Governance Committee were Jonathan Seelig, Scott Griffith (from the time of his election to the Board in April 2024), and Katherine Motlagh. As of the date of this Proxy Statement, the Nominating and Governance Committee consists of the same individuals, with Mr. Seelig serving as the chair of the Nominating and Governance Committee. Because we are a “controlled company” within the meaning of Nasdaq’s corporate governance standards, we are not required to have independent director oversight of director nominations or a nominating and corporate governance committee comprised solely of independent directors. The Nominating and Governance Committee met five times in 2024.

The Nominating and Governance Committee charter is posted in the Investors section of our website, which is located at investors.evgo.com, under the “Governance — Governance Documents” tab. The Nominating and Governance Committee charter details the principal functions of the Nominating and Governance Committee, including:

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identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the Board;

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developing, recommending to the Board and overseeing implementation of our Corporate Governance Guidelines;

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coordinating and overseeing the annual performance evaluation of the Board, its committees, individual directors and management in our governance; and

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reviewing on a regular basis our overall corporate governance practice and recommending improvements as and when necessary.

The Nominating and Governance Committee charter also provides that in the event that a vacancy on the Board arises, the Nominating and Governance Committee will seek and identify a qualified director nominee to be recommended to the Board for either appointment by the Board to serve the remainder of the term of the director position that is vacant or election at the next annual meeting of stockholders. To identify such a nominee, the Committee solicits recommendations from existing directors and senior management. These recommendations are considered by the Nominating and Governance Committee along with any recommendations that have been received from stockholders. The Nominating and Governance Committee considers recommendations for directors that are received from our stockholders and any other sources, provided that the recommendations comply with the procedures outlined in this Proxy Statement. The Nominating and Governance Committee charter also provides that the committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. Prior to recommending to the Board that a person be elected to fill a vacancy on the Board, the Nominating and Governance Committee considers and reviews the candidate’s:

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relevant skills, qualifications and experience;

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independence under applicable standards;

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business judgment;

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•

service on boards of directors of other companies;

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personal and professional integrity, including commitment to our core values;

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openness and ability to work as part of a team;

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willingness to commit the required time to serve as a Board member; and

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familiarity with us and our industry.

The Nominating and Governance Committee identifies and evaluates nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Governance Committee views as critical to effective functioning of the Board. Among the factors that are considered, the Nominating and Governance Committee weighs whether nominees to the Board provide the integrity, experience, knowledge, skills, judgment, and level of commitment appropriate for us. The Nominating and Governance Committee also considers the diversity of, and the optimal enhancement of the current mix of talent and experience on, the Board.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is or has been at any time one of our officers or employees. None of our executive officers serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board of directors committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving as a member of the Board.

Code of Conduct

We adopted a Code of Conduct that applies to our employees, officers and directors, including those officers responsible for financial reporting. The current version of the Code of Conduct is available on our investor website, which can be found at investors.evgo.com/governance. A printed copy of the Code of Conduct will be made available to any stockholder upon request. To the extent required by rules adopted by the SEC and the Nasdaq, we intend to promptly disclose future amendments to certain provisions of the Code of Conduct, or waivers of such provisions granted to executive officers and directors, on our investor website.

Stockholder Communications with the Board

Any stockholder or any other interested party who desires to communicate with the Board, or any specified individual director, may do so by directing such correspondence to the attention of the Corporate Secretary at our offices at 1661 East Franklin Avenue, El Segundo, CA 90245. All communications, except any abusive, threatening, or inappropriate materials, are compiled by our Corporate Secretary and submitted to the Board or the individual directors on a periodic basis, as appropriate.

Family Relationships

There are no familial relationships among our directors and executive officers.

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DELINQUENT SECTION 16(a) REPORTS

Under U.S. securities laws, directors, certain officers and persons holding more than 10% of Common Stock must report their initial ownership of Common Stock and any changes in that ownership in reports filed with the SEC. The SEC has designated specific deadlines for such reports, and we must identify in this Proxy Statement those persons who did not file such reports when due.

Based solely upon a review of such reports and written representations of our directors and officers, we believe that all Section 16(a) filing requirements were timely met in the year ended December 31, 2024, except for one Form 4 for Holdings reporting the disposition of shares which was filed late due to an administrative error.

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EXECUTIVE OFFICERS

Our executive officers are appointed by the Board and serve at its discretion. Set forth below is information regarding our executive officers as of the date of this Proxy Statement:

Name	Age	Position
Badar Khan	54	Chief Executive Officer and Director
Paul Dobson	59	Chief Financial Officer
Dennis Kish	61	President
Francine Sullivan	52	Chief Legal Officer and EVP, Corporate Development

Additional information about each of our executive officers (except for Badar Khan, whose biographical information is provided in the “Class I Nominees for Election for a Three-year Term Expiring at the 2028 Annual Meeting” section of this Proxy Statement), is as follows:

Paul Dobson. Paul Dobson has served as our Chief Financial Officer since October 2024. Prior to that, Mr. Dobson served as Senior Vice President & Chief Financial Officer of Ballard Power Systems from March 2021 until September 2024. He previously held senior financial and operating roles at Hydro One Inc. from July 2018 to May 2019 and at Direct Energy for 15 years, including as Chief Financial Officer and Chief Operating Officer. Prior to that, Mr. Dobson served for 10 years at CIBC in various finance, strategy and business development roles. Mr. Dobson brings over 25 years of global financial, operations and leadership experience, including significant experience in the energy industry. He also currently serves on the board of directors of Methanex Corporation. Mr. Dobson holds an Honours Bachelor’s degree from the University of Waterloo and an M.B.A. from the Ivey Business School, Western University, and is a licensed CPA and CMA.

Dennis Kish. Dennis Kish has served as our President since January 2024, prior to which he served as our Chief Operating Officer beginning in January 2022. Mr. Kish brings more than 30 years of experience in the technology and infrastructure industries. Mr. Kish most recently served as Chief Operating Officer of Taoglas USA, Inc. (“Taoglas”), a provider of Internet of Things solutions, from February 2020 to May 2021, and as its President from February 2019 to February 2020. Prior to Taoglas, Mr. Kish held executive positions at Google Fiber, a broadband internet provider and a subsidiary of Alphabet Inc., including serving as President from April 2016 to July 2017, and as Vice President from July 2014 to April 2016. After Google Fiber, Mr. Kish evaluated other opportunities before joining Taoglas in February 2019. Mr. Kish holds a B.S. in Electrical Engineering from Michigan State University.

Francine Sullivan. Francine Sullivan has served as our Chief Legal Officer and EVP, Corporate Development since March 2025, and prior to that she served as our Chief Legal Officer and General Counsel from July 2021 to March 2025 and as General Counsel of Holdco from May 2021 until the Closing of the Business Combination. Ms. Sullivan leads our legal and compliance team. Ms. Sullivan has spent the past 18 years in the clean energy sector. Prior to joining EVgo in May 2021, Ms. Sullivan served as Vice President, Business Development for REC Silicon ASA (“REC”), a publicly listed Norwegian solar and advanced materials company. Based out of the Houston, Texas office, she was focused on developing opportunities and partnerships in the advanced lithium-ion battery industry. Ms. Sullivan first joined REC in 2010 when it was the world’s largest integrated solar company and held various executive positions including Chief Legal Officer and US General Counsel. Ms. Sullivan has had an extensive international legal career, advising leading investment banks and private equity firms, serving in the energy and finance groups of some of the world’s leading law firms including Milbank LLP in Los Angeles and New York, Freshfields Bruckhaus Deringer in Asia and Europe and King & Wood Mallesons in Australia. Ms. Sullivan received her Bachelor of Laws (Honors) and Bachelor of Commerce (Economics & Finance) from the University of Melbourne and is licensed to practice law in California and New York.

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EXECUTIVE COMPENSATION

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:

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Badar Khan, Chief Executive Officer and Director;

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Dennis Kish, President; and

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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.

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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.

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

(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.

Narrative Disclosure to the Summary Compensation Table

Employment Agreements

Mr. Khan entered into an employment agreement with us in August 2023 in connection with the announcement of his appointment to become our Chief Executive Officer, Mr. Kish entered into an employment agreement with us upon joining us effective January 1, 2022, which was amended and restated in

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connection with his appointment as the Company’s President in January 2024, and Ms. Sullivan entered into an employment agreement with us upon joining us effective March 12, 2021, which was amended and restated in connection with her appointment as the Company’s EVP, Corporate Development in March 2025 concurrent with her existing role as Chief Legal Officer (each, an “Employment Agreement,” and collectively, the “Employment Agreements”). Each such Employment Agreement provides for at-will employment and generally sets forth the initial base salary and equity grants applicable to each such executive, as well as provides for certain separation payments upon qualifying terminations of employment as described in more detail below.

The narrative below summarizes the payments and benefits that each NEO was eligible to receive for 2024.

Base Salary

Each NEO’s base salary is set at a level that is intended to reflect the executive’s duties, authorities, contributions, prior experience and performance taking into account the other factors described in the “Overview” section above. Based on a review of these factors, the Compensation Committee determined and recommended to the Board for approval, and the Board approved, that effective as of February 1, 2024 for fiscal year 2024, the base salary for Mr. Khan, Mr. Kish and Ms. Sullivan would be $550,000, $450,000 and $375,000, respectively.

Bonus Compensation and Non-Equity Incentive Plan Compensation

Each NEO is entitled to participate in EVgo’s annual cash bonus plan that is applicable for the relevant fiscal year. For fiscal year 2024, the annual target cash bonus opportunity for the NEO was set as a percentage of each NEO’s base salary as follows: 100% for Mr. Khan, 90% for Mr. Kish and 70% for Ms. Sullivan.

The Compensation Committee, with input from Pay Governance, approved a framework for fiscal year 2024 bonus awards based on five equally weighted key performance indicators (or “KPIs”): daily throughput per stall (representing the total volume of kilowatt hours (“kWh”) that was consumed by EVs using chargers and charging stations on EVgo’s network during fiscal year 2024, divided by (i) the average monthly number of DCFC stalls on our network during 2024 (based on the average of the number of such stalls at the beginning and end of each month during 2024) and (ii) 366), net capital expenditures per charging stall operationalized during the 2024 calendar year, fiscal year 2024 revenue, fiscal year 2024 Adjusted EBITDA, and individual and strategic priorities. The bonus payout could range from 0% to 150% of target based on the extent to which the KPIs were achieved relative to pre-determined targets for fiscal year 2024. In February 2025, the Compensation Committee (and, with respect to Mr. Khan, the Board) reviewed performance against the KPIs and determined that the bonus payout would be 122%, 121% and 123% of target for Mr. Khan, Mr. Kish and Ms. Sullivan, respectively. In addition, the Compensation Committee awarded Ms. Sullivan an additional cash bonus of $200,000 in connection with Ms. Sullivan’s achievements related to corporate development initiatives, which was included in the “Bonus” column of the Summary Compensation Table. Annual cash bonuses paid to the NEOs for fiscal year 2024 are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

Long Term Incentive Compensation

Each NEO is eligible to receive equity awards under the Plan. In the first quarter of fiscal year 2024, following a review of market data provided by Pay Governance, Company performance and the individual performance of our executive officers, the Compensation Committee recommended, and the Board approved that the annual long term equity incentive compensation for Mr. Khan, Mr. Kish and Ms. Sullivan for 2024 would be granted in the form of RSUs and PSUs with the target dollar values described in the table below.

Named Executive Officer	Target Dollar Value of RSUs			Target Dollar Value of Operational PSUs			Target Dollar Value of Stock Price Hurdle PSUs
Badar Khan		$	2,000,000		$	2,000,000			—
Dennis Kish		$	1,250,000		$	1,250,000		$	500,000
Francine Sullivan		$	600,000		$	600,000		$	200,000

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The RSUs and PSUs were granted to Mr. Khan, Mr. Kish and Ms. Sullivan effective on March 15, 2024. The RSUs vest in three equal installments on each of the first three anniversaries of March 15, 2024. The PSUs vest over a designated performance period subject to achievement of certain performance criteria as described below. The values in the Summary Compensation Table are different from the dollar values set forth in the table above due to an assumed stock price of $3 being used to calculate the number of shares subject to each award at the time of grant.

All of the PSU awards granted to Mr. Khan, $1,250,000 of the target value of PSU awards granted to Mr. Kish and $600,000 of the target value of PSU awards granted to Ms. Sullivan are subject to achievement of operational objectives with respect to the number of new charging stalls owned by the Company and Adjusted EBITDA over a one-year period, and a relative total stockholder return (“rTSR”) performance modifier relative to the rTSR of a select group of companies in the Clean Edge Green Energy Index over a three year performance period, with any earned shares being released following the conclusion of the three-year performance period, subject to the participant’s continued employment. The operational PSUs may be earned from 0% to 156% of the target number of shares based on such metrics.

In addition, $500,000 of the target value of PSU awards granted to Mr. Kish and $200,000 of the target value of PSU awards granted to Ms. Sullivan will vest in three equal installments on each of the first three anniversaries of March 15, 2024 and are also subject to the achievement of stock price targets, which may be satisfied as to 1/3 upon achievement of a $6 per share stock price target, 1/3 upon achievement of an $8 per share stock price target, and 1/3 upon achievement of a $10 per share stock price target, in each case calculated based on a 20-day volume-weighted average price per share of our Class A Common Stock at any time on or before March 15, 2029.

The grant date fair value attributable to the aggregate RSU and PSU awards granted to each NEO in 2024 is reported in the “Stock Awards” column of the Summary Compensation Table. The actual value realized by the NEOs with respect to these awards will depend on our stock price on the relevant settlement date.

Other Compensation and Benefits

Each NEO is entitled to paid time off in accordance with the terms and conditions of the applicable Company plan or policy. Subject to the terms of any applicable plans, policies or programs, each NEO is entitled to receive such employee benefits, including any and all medical, dental, vision, prescription, life, short-term and long-term disability, and flexible spending plans available to senior executive employees generally, and such other benefits as we may from time to time establish for the NEOs. We reimburse each NEO for all ordinary and reasonable expenses incurred in the course of the performance of employment services. We currently maintain a retirement plan intended to provide benefits under section 401(k) of the Internal Revenue Code of 1986, as amended, in which employees, including our NEOs, are allowed to contribute portions of their base compensation to a tax-qualified retirement account. During 2024, we matched up to 2% of contributions by employees (including NEOs) to their 401(k) plan accounts, up to the federal limit.

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.

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Name	Grant Date		Option Awards								Stock Awards
Name	Grant Date		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

(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, 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.

(6)

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.

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(7)

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.

Additional Narrative Disclosure

Retirement Benefits

We maintain a retirement plan intended to provide benefits under section 401(k) of the Code where employees, including the NEOs, are allowed to contribute portions of their base compensation to a tax-qualified retirement account. We may provide discretionary matching contributions in amounts determined annually by its management team. We provided matching contributions of up to 2% during a portion of 2023 and 2024. The contributions made on behalf of the NEOs for fiscal year 2023 and during 2024 are disclosed above in the notes to the Summary Compensation Table.

Potential Payments Upon Termination or Change in Control

The following discussion describes the amounts and benefits that would have been owed to the NEOs in the event of a termination of employment as of the end of fiscal year 2024 under the Employment Agreements, equity award agreements and the EVgo Inc. Executive Change in Control and Severance Plan (the “Change in Control Plan”).

Payments Upon Termination Without Cause or for Good Reason

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compensation chargeable to us or any of our subsidiaries during the severance period. In addition, the award agreements for the RSUs, options and PSUs (collectively, the “Khan Equity Awards”) issued to Mr. Khan since entering into his Employment Agreement also provide that in the event of a termination without cause or a resignation for good reason, Mr. Khan will be entitled to immediate vesting of the portion of each Khan Equity Award (but, for PSUs, only to the extent the performance-based conditions have been achieved) received by Mr. Khan that has not vested as of such termination date and that is subject to service-based vesting only, equal to the product (rounded to the nearest whole number) of (1) the total number of shares of stock underlying such Khan Equity Awards that are scheduled to vest on the next vesting date had Mr. Khan remained employed through such vesting date multiplied by (2) a fraction, (A) the numerator of which is the number of completed months in which Mr. Khan remained in continuous employment since the last vesting date (or, if no portion of the award has vested, since the grant date) and (B) the denominator of which is 12 (the “Involuntary Termination Acceleration Provision”). Mr. Khan will not be entitled to receive the benefits described in this paragraph if he is eligible to receive benefits under the Change in Control Plan, as described below.

In the event of a termination without cause or a resignation for good reason, and in addition to any unpaid base salary and annual bonus earned but unpaid for any previously ended fiscal year, under his amended and restated Employment Agreement, Mr. Kish will be entitled to receive (i) an amount equal to 12 months’ base salary and target annual bonus, paid over the 12 months following such termination of employment in accordance with regular payroll practices, (ii) an amount equal to his target annual bonus for the year of termination prorated based on the number of full months he was employed during the year of termination, and (iii) payment of the employer portion of COBRA premiums for continued medical coverage for Mr. Kish and his eligible dependents for 12 months. In addition, Mr. Kish’s amended and restated Employment Agreement (with respect to equity awards issued to Mr. Kish prior to the effective time of such agreement) and the award agreements for the RSUs and PSUs issued to Mr. Kish since the effective time of such agreement include the Involuntary Termination Acceleration Provision. Such benefits are subject to Mr. Kish timely signing and not revoking a separation agreement and release of claims in our favor and not applying for unemployment compensation chargeable to us or any of our subsidiaries during the severance period. Mr. Kish will not be entitled to receive the benefits in this paragraph if he is eligible to receive the benefits under the Change in Control Plan.

The definitions of “cause” and “good reason” are provided in the Employment Agreements. Copies of Mr. Khan’s and Mr. Kish’s Employment Agreements are filed as exhibits to our 2024 Annual Report on Form 10-K. Ms. Sullivan had not yet been determined to be an NEO by our Board at the time we filed our 2024 Annual Report on Form 10-K and, as a result, her Employment Agreement was not previously filed with the SEC. Ms. Sullivan’s amended and restated Employment Agreement (the “2025 Sullivan Agreement”) is expected to be filed as an exhibit to our Quarterly Report on Form 10-Q for the period ending March 31, 2025, when such report is filed with the SEC.

For information regarding additional benefits approved by the Board for Ms. Sullivan during 2025, see the section titled “Compensation Actions Taken After 2024 Fiscal Year End” below.

Payments upon Death or Disability of Executive

If an NEO’s employment terminates due to the NEO’s death or disability, the Employment Agreements provide that the NEO is entitled only to receive any unpaid base salary earned through the date of such termination and any earned, but unpaid, annual bonus. Any portion of the option, RSU and PSU awards that have not become vested as the date of an NEO’s termination due to death or disability will be immediately and automatically forfeited by the NEO. The definition of “disability” is provided in the Employment Agreements. Copies of Mr. Khan’s and Mr. Kish’s Employment Agreement are filed as exhibits to our 2024 Annual Report on Form 10-K. Ms. Sullivan had not yet been determined to be an NEO by our Board at the time we filed our 2024 Annual Report on Form 10-K and, as a result, her Employment Agreement was not previously filed with

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the SEC. The 2025 Sullivan Agreement is expected to be filed as an exhibit to our Quarterly Report on Form 10-Q for the period ending March 31, 2025, when such report is filed with the SEC.

Payments upon Termination Without Cause or for Good Reason in Connection with a Change in Control

In March 2023, the Compensation Committee, with input from Pay Governance regarding market practices, recommended, and the Board approved, the Change in Control Plan, for the benefit of our executive officers, including each NEO. Each of our NEOs has entered into a participation agreement with us under the Change in Control Plan.

Under the Change in Control Plan, in the event that, within the period beginning on the date that is three months prior to a “change in control” (which is generally consistent with the change in control definition in the Plan) and ending on the date that is 12 months following such change in control, an NEO’s employment is terminated either by the NEO for “good reason,” or by us, our subsidiaries or any successor entity other than for “cause,” death or “disability” (as such terms are defined in the Change in Control Plan, which was an exhibit to our 2024 Annual Report on Form 10-K), such NEO will receive the following benefits, provided the NEO timely signs and does not revoke a separation agreement and release of claims in our favor and otherwise complies with the terms of the Change in Control Plan: (a) cash severance payments equal to one times the sum of the NEO’s base salary and target bonus (or, in the case of Mr. Khan, two times the sum of base salary and target bonus); (b) full acceleration of our time-based equity awards, and pro rata acceleration of our performance-based equity awards based on target performance; and (c) payment of the employer-portion of COBRA premiums for continued medical coverage for up to 12 months for each NEO and such NEO’s eligible dependents, if any (or 18 months for Mr. Khan and his eligible dependents, if any). The change in control benefits provided for in the Change in Control Plan supersede any conflicting change in control provisions in the employment agreements and offer letters we have entered into with each NEO.

If any of the amounts provided for under the Change in Control Plan otherwise payable to the NEO would constitute “parachute payments” within the meaning of Section 280G of the Code, and could be subject to the related excise tax, the NEO would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the NEO. The Change in Control Plan does not provide for any tax gross-up payments from us in relation to Section 280G of the Code.

The foregoing is a summary of the Change in Control Plan and should be read in conjunction with the full text of the Change in Control Plan, which is an exhibit to our 2024 Annual Report on Form 10-K.

Non-Competition, Non-Solicitation, Confidentiality and Intellectual Property Agreement.

Under the terms of the Employment Agreements, to the extent permissible under applicable law, each NEO agrees not to compete with us or to solicit any of our customers or employees during the term of the NEO’s employment and following any termination of employment for a period of two years (or, in the case of Mr. Khan, one year, and in the case of Mr. Kish, during any period in which he receives severance payments following a termination without “cause” or with “good reason,” in each case as defined in the Employment Agreement). The NEOs also agree not to disclose any confidential information regarding us at any time and that all work product developed by the executive during the term of the executive’s employment is our intellectual property.

Key Compensation Actions Taken After 2024 Fiscal Year End

Amended and Restated Employment Agreement for Francine Sullivan

On March 10, 2025, one of our affiliates entered into the 2025 Sullivan Agreement with Ms. Sullivan in connection with her appointment to the role of EVP, Corporate Development and in order to align her benefits and compensation more closely with our other Section 16 officers.

Pursuant to the 2025 Sullivan Agreement, Ms. Sullivan will receive an annual base salary of $415,000 and will be eligible for a target annual bonus based on a target bonus opportunity of 75% (up to a maximum of 112.5%) of her annual base salary, as may be otherwise approved or changed by the Board based upon Ms. Sullivan’s performance and the achievement of certain objectives as determined by the Board.

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Under the 2025 Sullivan Agreement, Ms. Sullivan will continue to be eligible to participate in all employee benefit programs for which our senior executive employees are generally eligible during the term of her employment, including the Change in Control Plan, on the same terms as in effect immediately prior to entering into the 2025 Sullivan Agreement.

Under the 2025 Sullivan Agreement, in the event of a termination without cause or a resignation for good reason, and in addition to any unpaid base salary and annual bonus earned but unpaid for any previously ended fiscal year, under her amended and restated employment agreement Ms. Sullivan will be entitled to receive (i) an amount equal to 12 months’ base salary and target annual bonus, paid over the 12 months following such termination of employment in accordance with regular payroll practices, (ii) an amount equal to her target annual bonus for the year of termination prorated based on the number of full months she was employed during the year of termination, and (iii) payment of the employer portion of COBRA premiums for continued medical coverage for Ms. Sullivan and her eligible dependents for 12 months. In addition, Ms. Sullivan’s amended and restated employment agreement (with respect to equity awards issued to Ms. Sullivan prior to the effective time of such agreement) and the award agreements for the RSUs and PSUs issued to Ms. Sullivan since the effective time of such employment agreement include the Involuntary Termination Acceleration Provision. Such benefits are subject to Ms. Sullivan timely signing and not revoking a separation agreement and release of claims in our favor and not applying for unemployment compensation chargeable to us or any of our subsidiaries during the severance period. Ms. Sullivan will not be entitled to receive the benefits in this paragraph if she is eligible to receive the benefits under the Change in Control Plan.

Compensation Policies and Practices

Clawback Policy

We maintain the Clawback Policy in accordance with the adoption of the final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act by the SEC. The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation received on or after October 2, 2023 from our current and former executive officers (and any other persons designed by the Board or the Compensation Committee as being subject to the Clawback Policy) in the event the Company is required to file certain types of accounting restatements.

Stock Ownership Policy

In order to align the interests of our directors and executive officers with those of our stockholders, our Stock Ownership Policy (the “Stock Ownership Policy”) requires, as of the applicable measurement date, (i) our non-employee directors to hold an amount of our stock valued at five times their annual cash retainer for serving on the Board (not including committee membership or chair retainers), (ii) our Chief Executive Officer to hold an amount of our stock valued at five times his annual base salary, and other individuals who are deemed our “officers” for purposes of Section 16 of the Exchange Act to hold an amount of our stock valued at three times their annual base salaries. All individuals covered by the Stock Ownership Policy must come into compliance with the policy no later than April 18, 2028 or, if later, the fifth anniversary of his or her appointment to a position that makes them subject to the Stock Ownership Policy.

Insider Trading Policy

We have adopted an Insider Trading Policy governing transactions in the Company’s securities and derivative securities relating to the Company’s Class A Common Stock that applies to our directors, officers, and consultants. We also follow certain procedures for the repurchase of our securities. We believe that our Insider Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A copy of the policy was filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

As part of the Insider Trading Policy, all of our directors, officers, employees and certain designated independent contractors and consultants are prohibited from engaging in short sales of our securities, purchasing our securities on margin, pledging our securities as collateral for a loan, or otherwise engaging in any form of hedging or monetization transactions (such as prepaid variable forwards, equity swaps, collars and exchange funds) involving our securities.

TABLE OF CONTENTS

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.

Name

Fees Earned or
Paid in Cash ($)

Stock
Awards ($)(4)(5)

SEC Form DEF 14A filed by EVgo Inc.