Sector: Consumer Discretionary
EVGO INC CLASS A · Meeting: May 14, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Kapadia has served since July 2021 and EVgo's 3-year stock return of -70.3% trails the peer group median by only 5.7 percentage points, well below the 20-point threshold required to trigger an against vote, so no TSR concern applies; his energy infrastructure experience at LS Power is relevant to EVgo's business.
Seelig joined in May 2023 (observer since October 2022), meaning his board tenure is under 36 months and his overlap with the full 3-year underperformance period is partial; additionally the 3-year TSR gap versus the peer median is only -5.7 percentage points, well below the 20-point trigger threshold, so no TSR concern fires; his technology and transportation background is relevant.
Segal joined in May 2023, so his tenure overlaps less than the full 3-year measurement window; the 3-year TSR gap versus the peer median is only -5.7 percentage points, far below the 20-point trigger threshold; his energy and executive leadership experience at LS Power is directly relevant to EVgo's sector.
All three Class II nominees pass the TSR screen: EVgo's 3-year stock return of -70.3% underperforms the company-disclosed peer group median by only 5.7 percentage points, which is below the 20-point threshold required to trigger an against vote under the negative-absolute-TSR tier. No overboarding, attendance, independence, or family-relationship flags were identified for any nominee. The slate receives a FOR vote across the board.
CEO
Badar Khan
Total Comp
$4,714,724
Prior Support
N/A
CEO Badar Khan's total reported compensation of $4,714,724 is reasonable for a CEO at a ~$535 million market cap company in the clean energy/EV charging sector, and does not appear materially above the benchmark for this title, sector, and size tier. Pay structure is strong: over 80% of the CEO's pay is variable and at-risk, with 60% of equity delivered through performance stock awards tied to operational goals (charging stall growth, Adjusted EBITDA) and stock price hurdles, satisfying the policy requirement for meaningful performance conditions. The company has a compliant clawback policy, no guaranteed bonuses, and no single-trigger vesting acceleration, all of which are positive governance features.
Auditor
KPMG LLP
Tenure
5 yrs
Audit Fees
$2,262,565
Non-Audit Fees
$66,090
Non-audit fees (tax compliance work totaling $66,090) represent only about 2.9% of audit fees ($2,262,565), far below the 50% threshold that would raise independence concerns; KPMG has served since the July 2021 Business Combination closing (approximately 5 years), well short of the 25-year tenure trigger; no material restatements are disclosed; and KPMG is a Big 4 firm fully adequate for a company of EVgo's size.
This is a routine annual meeting ballot with three standard proposals and one advisory frequency vote. All director nominees pass the TSR screen against the company-disclosed peer group, the auditor's fee structure and tenure are well within policy limits, and the executive compensation program features a strong performance-oriented pay mix with meaningful clawbacks and no problematic governance features, supporting a FOR vote on Say-on-Pay.
10 companies disclosed in 2026 proxy filing
