Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Katherine Motlagh to the Board
On April 1, the board of directors (the “Board”) of EVgo Inc. (the “Company”), upon the recommendation of the Nominating and Governance Committee of the Board, appointed Katherine Motlagh as a director on the Board, effective immediately. The Board also approved the immediate appointment of Ms. Motlagh as a member on the Nominating and Governance Committee, the Compensation Committee and the Audit Committee. Ms. Motlagh will also chair the Audit Committee.
Since October 2020, Ms. Motlagh has served as Executive Vice President and Chief Financial Officer of CyrusOne LLC (“CyrusOne”), owner and operator of more than 50 carrier-neutral data centers in North America, Europe, and South America, providing colocation and connectivity services and enabling computing needs for the businesses. In this role, Ms. Motlagh is a member of the executive management team and is 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 a CFO of the Europe, Africa and Latin America regions at American Tower, a global infrastructure REIT which develops, owns, and operates multitenant 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 where she led a global finance organization of over 300 employees. Ms. Motlagh’s earlier career included divisional CFO 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 has earned a masters’ degree from the Academy of Finance in Moscow and is a licensed Certified Public Accountant. Additionally, Ms. Motlaugh has previously served on the National and European Boards of the Institute of Management Accountants and is a Certified Management Accountant. The Company believes Ms. Motlagh’s substantial financial expertise make her well suited to serve on the Board.
The Board has determined that Ms. Motlagh is “independent” within the meaning of the applicable rules and regulations of the Securities and Exchange Commission and the listing standards of the Nasdaq Stock Market, and that she qualifies as an Audit Committee Financial Expert.
Ms. Motlagh is eligible to participate in the Company’s Non-Employee Director Compensation Program, which provides for (i) an annual retainer of $50,000 for services as a director, (ii) an annual retainer in relation to acting as the Chair of the Audit Committee of $30,000, (iii) an annual retainer for acting as a member of the Compensation Committee and the Nominating and Governance Committee of $7,500 for each committee, (iv) an initial grant of restricted stock units with a value of approximately $50,000 on the date of grant, which shall be subject to a three-year vesting schedule, with one-third vesting on each of anniversary of the grant date, and (v) an annual grant of restricted stock units with a value of approximately $160,000 on the date of grant, which shall vest in full on the first anniversary of the grant date.
The selection of Ms. Motlagh as a director of the Company was not made pursuant to any arrangement or understanding with any other person. There are no family relationships between Ms. Motlagh and any director or executive officer of the Company and Ms. Motlagh does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
Resignation of Elizabeth Comstock
On April 1, 2022, Elizabeth Comstock informed the Company of her decision not to stand for re-election to the Board at the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”) scheduled for May 18, 2022. Ms. Comstock’s decision not to stand for re-election is not the result of any disagreement with the Company or any of its affiliates on any matter related to the Company’s operations, policies or practices.
