Badar Khan
About Badar Khan
Badar Khan, 54, is EVgo’s Chief Executive Officer (since November 2023) and a director (since May 2022), with prior leadership roles spanning National Grid (President, National Grid US; President, National Grid Ventures), Direct Energy (CEO), and Global Infrastructure Partners (Senior Advisor). He holds an engineering degree from Brunel University and an MBA from Wharton, and serves on CRH plc’s board since October 2021, bringing deep operational expertise in energy, infrastructure, and competitive project portfolios . EVgo’s incentive programs tie annual pay to five equally weighted KPIs (throughput per stall, capex per stall, revenue, Adjusted EBITDA, and strategic priorities) with 2024 bonus payout at 122% of target for Khan, and long-term PSUs linked to operational goals and a three-year relative TSR modifier, aligning compensation with growth and profitability outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Global Infrastructure Partners | Senior Advisor | Nov 2022 – Sep 2023 | Advised large-scale infrastructure investments; brings investor/operator perspective to EV charging growth |
| National Grid US | President | Nov 2019 – Jun 2022 | Led core U.S. operations providing electricity/natural gas/clean energy to >20M people across MA/NY/RI |
| National Grid Ventures | President | Apr 2017 – Nov 2019 | Oversaw competitive energy projects (interconnectors, wind/solar, transmission, LNG) and created National Grid Partners (VC/innovation arm) |
| Direct Energy (Centrica plc subsidiary) | Chief Executive Officer | 2013 – 2017 | Ran North American retail energy/services; scaled customer base and services portfolio |
| Centrica plc | Various leadership roles | ~14 years (prior to 2013) | UK/U.S. energy operations and retail; commercial leadership experience |
| Startup private retail energy; Deloitte Consulting | Officer; Consultant | Prior roles (dates not specified) | Early-stage retail energy leadership; management consulting foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CRH plc | Director | Since Oct 2021 | Public company board in building materials; adds industrial/commercial networks expertise |
Board Service at EVgo and Governance Implications
- EVgo Board: Khan is a Class I director; nominated for re-election to a three-year term ending 2028; employee director not paid director fees .
- Committee roles: Khan is not listed on Audit, Compensation, or Nominating & Governance committees; committee memberships primarily include independent directors and LS Power designees .
- Leadership structure: Chair is David Nanus; CEO and Chair roles are separated, with flexibility maintained by the Board .
- Independence and control: EVgo is a “controlled company” under Nasdaq rules due to LS Power’s voting control and utilizes exemptions (no majority-independent board; compensation/nominating committees may include non-independent members), which warrants added investor focus on oversight rigor .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 79,327 | 550,000 |
| Target Bonus (%) | Not disclosed | 100% of salary |
| Actual Annual Bonus Paid ($) | 84,155 | 669,032 |
| All Other Compensation ($) | 188,825 | 7,693 |
| Total Cash (Salary + Bonus + Other) ($) | 352,307 | 1,226,725 |
Multi-Year Total Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Stock Awards ($) | 3,756,299 | 3,866,669 |
| Option Awards ($) | 232,329 | — |
| Non-Equity Incentive Plan Compensation ($) | 84,155 | 669,032 |
| Total Compensation ($) | 4,340,935 | 5,093,394 |
Performance Compensation
FY 2024 Annual Bonus Program (Khan)
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Daily throughput per stall | 20% | Not disclosed | Overall bonus at 122% of target | Cash bonus paid in 2025 |
| Net capex per stall operationalized | 20% | Not disclosed | Overall bonus at 122% of target | Cash bonus paid in 2025 |
| FY 2024 Revenue | 20% | Not disclosed | Overall bonus at 122% of target | Cash bonus paid in 2025 |
| FY 2024 Adjusted EBITDA | 20% | Not disclosed | Overall bonus at 122% of target | Cash bonus paid in 2025 |
| Individual and strategic priorities | 20% | Not disclosed | Overall bonus at 122% of target | Cash bonus paid in 2025 |
Long-Term Incentives (Granted March 15, 2024)
| Award | Target Grant Value | Metric(s) | Payout Range | Vesting |
|---|---|---|---|---|
| RSUs (Khan) | $2,000,000 | Time-based | N/A | 1/3 each on Mar 15, 2025/2026/2027 |
| PSUs – Operational + rTSR (Khan) | $2,000,000 | New charging stalls, Adjusted EBITDA; rTSR modifier vs Clean Edge Green Energy Index | 0%–156% (operational) with rTSR modifier | Earned after 3-year period ending Dec 31, 2026; service through Dec 31, 2026 |
Prior Equity (Granted November 13, 2023)
| Award | Quantity/Terms | Metric(s) | Payout Range | Vesting |
|---|---|---|---|---|
| RSUs | 524,022 unvested at 12/31/24; value $2,122,289 | Time-based | N/A | 1/3 each on Nov 13, 2024/2025/2026 |
| Stock Options | 39,511 exercisable; 79,024 unexercisable; strike $2.76; exp. Nov 12, 2033 | N/A | N/A | 1/3 each on Nov 13, 2024/2025/2026 |
| PSUs – Stock Price Hurdles | 625,978 unearned; payout value shown at target $2,535,211 | Stock price targets: $6 / $8 / $10 (20-day VWAP) | Tranche unlocks at each price target | Service 1/3 each Nov 13, 2024/2025/2026; performance window to Nov 13, 2028 |
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Direct shares owned | 485,713 | Held by Khan |
| Options exercisable (60-day) | 39,511 | From 11/13/2023 grant |
| RSUs vesting within 60 days | 1,781 | From 6/9/2022 director RSU grant |
| Total beneficial ownership | 527,005 shares; <1% of Common Stock | EVgo had 133,523,073 Class A and 172,800,000 Class B outstanding at Record Date |
| Stock ownership guideline | CEO must hold 5x base salary; compliance by Apr 18, 2028 or 5th anniversary of appointment | Applies to directors and Section 16 officers |
| Hedging/pledging | Prohibited (shorts, margin, pledging, and hedging derivatives) | Reduces misalignment risk |
| Overhang/plan supply | RSUs 666,667 and PSUs 666,667 granted on 3/15/2024 to Khan are part of broader share usage; plan seeks +25M shares to ensure future grants |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | Nov 9, 2023 (CEO) |
| Contract form | At-will; Employment Agreement signed Aug 2023 |
| Base salary | $550,000 (effective Feb 1, 2024) |
| Target bonus | 100% of base salary; FY2024 payout 122% of target |
| Severance (no CIC) | 12 months base + target bonus paid over 18 months; prorated target bonus for year of termination; 12 months employer-paid COBRA; time-vest acceleration pro-rata for time-based awards; PSUs accelerated only to extent performance achieved; subject to release |
| Severance (CIC window) | 2x base + target bonus; full acceleration of time-based awards; pro-rata acceleration of PSUs at target; 18 months employer-paid COBRA; best-net cutback (no tax gross-up) |
| Non-compete / non-solicit | Non-compete 1 year; non-solicit of customers/employees; confidentiality and IP ownership provisions |
| Clawback | Dodd-Frank compliant policy requiring recoupment of incentive comp for accounting restatements (effective for comp received on/after Oct 2, 2023) |
| Equity plan features | No repricing/cash buyouts; broad award types; change-in-control does not cause automatic vesting; administration and share recycling per plan terms |
Compensation Peer Group (context for benchmarking)
| Peer Group (approved Oct 19, 2023 for FY2024) |
|---|
| Altus Power; Ameresco; Blink Charging; Bloom Energy; Canoo; ChargePoint; Clean Energy Fuels; Clearway Energy; Energy Vault; Fluence Energy; FuelCell Energy; OPAL Fuels; Ormat; Shoals; Stem; Sunnova; SunPower; Sunrun |
Investment Implications
- Pay-for-performance alignment: Annual bonus tied equally to throughput per stall, capex efficiency, revenue, Adjusted EBITDA, and strategic priorities with a 122% payout, and PSUs tied to operational goals plus a three-year rTSR modifier. This structure rewards volume and unit economics improvement necessary for EV charging profitability, but investors should monitor disclosed target thresholds when available to assess rigor .
- Retention and selling pressure: Significant time-based RSU tranches vest annually each March 15 and November 13, and option/PSU schedules extend through 2026–2028, creating recurring liquidity windows; hedging/pledging bans mitigate misalignment risk but vesting may add supply around those dates .
- Governance/independence: “Controlled company” status under Nasdaq with exemptions increases reliance on committee chairs and independent directors for oversight; separation of CEO and Chair roles is positive, but LS Power’s voting control warrants added monitoring of executive pay decisions and change-in-control economics .
- Downside protections: No option repricing, Dodd-Frank clawback in place, and best-net 280G cutback (no tax gross-up) reduce shareholder-unfriendly practices; CIC multiples for CEO (2x) and pro-rata PSU acceleration at target are typical but can be material in sale scenarios .
Overall: Khan’s incentives emphasize network utilization, capital efficiency, and EBITDA trajectory, which are the right levers for scaling DC fast-charging. Investors should track operational PSU outcomes and rTSR modifiers through Dec 31, 2026, and be mindful of annual vesting dates for potential trading flows .