Darpan Kapadia
About Darpan Kapadia
Darpan Kapadia (age 52) has served on EVgo’s board since July 2021; he is Chief Operating Officer at LS Power and sits on LS Power’s Management and Investment Committees, with prior roles at Goldman Sachs and PwC. He holds a B.A. in Economics (Phi Beta Kappa) from William & Mary and an MBA (highest distinction) from Northwestern Kellogg; his EVgo tenure began at the Business Combination era with LS Power as the controlling stockholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LS Power | Chief Operating Officer | May 2017–present | Management Committee; Investment Committee |
| LS Power | Head of Strategy | Dec 2009–May 2017 | Strategy lead across power generation, transmission, infrastructure |
| Goldman Sachs & Co. | Vice President | Prior to 2004 | Managed assets for institutional and private clients |
| PricewaterhouseCoopers LLP | Senior Consultant | Prior | Strategic and financial advisory to corporations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edge Principal Advisors | Investment Committee Member | Current | Affiliated investor across real estate/alternative assets |
| Marmora Capital | Investment Committee Member | Current | Affiliated investor across alternative asset classes |
| William & Mary Foundation | Board of Trustees | Current | University foundation governance |
| William & Mary Public Policy Advisory Board | Member | Current | Advisory input on public policy programs |
| Kellogg School (Northwestern) | Alumni Council | Current | Alumni governance/advisory |
Board Governance
- Independence status: EVgo’s board designates only Scott Griffith, Katherine Motlagh, and Jonathan Seelig as independent; Kapadia is not identified as independent and is a senior LS Power executive. EVgo is a “controlled company” under Nasdaq and uses certain governance exemptions (no majority independent board; committees may include non-independent directors) .
- Committee memberships: Kapadia is not listed as a member of the Audit, Compensation, or Nominating & Governance Committees; those 2024 committees comprised Motlagh (chair), Griffith, and Seelig (Audit); Anderson (chair), Griffith, Motlagh, Nanus, Seelig (Compensation); Seelig (chair), Griffith, Motlagh (Nominating) .
- Attendance: The board met 6 times in 2024; each director attended at least 75% of board and applicable committee meetings, indicating baseline engagement .
- Controlled-company nomination rights: LS Power-affiliated stockholders retain rights to nominate up to five directors depending on ownership levels; they may require the Chair be their nominee, reinforcing control dynamics .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Directors employed full-time by LS Power are not compensated for EVgo board service . |
| Committee chair/member fees | $0 | LS Power employees receive no additional director fees . |
| Meeting fees | $0 | EVgo does not pay meeting fees to directors . |
| Equity grants (RSUs/DSUs) | $0 | Non-employee director equity program excludes full-time LS Power employees . |
EVgo’s 2024 director program (for qualifying non-LS Power/non-employee directors): $50,000 cash retainer; $160,000 annual RSUs; incremental cash retainers for Lead Independent Director and committee roles, plus $50,000 “first-year” RSUs—these do not apply to Kapadia due to his LS Power employment .
Performance Compensation
- None disclosed for Kapadia as a director (LS Power employees on EVgo’s board do not receive EVgo director equity or cash awards) .
Other Directorships & Interlocks
| Person | Role at EVgo | External Affiliation | Interlock/Notes |
|---|---|---|---|
| Darpan Kapadia | Director | LS Power COO | LS Power is EVgo’s controlling stockholder . |
| David Nanus | Chair, Director | President, LS Power Equity Advisors LLC | LS Power entity beneficially controls 58.3% combined voting power via Class B; Nanus may be deemed to share beneficial ownership (disclaimed) . |
| Paul Segal | Director | CEO, LS Power | LS Power leadership on EVgo board . |
| Joseph Esteves | Director | CFO, LS Power | LS Power leadership on EVgo board . |
| Peter Anderson | Director; Compensation Chair | Managing Director, LS Power | Nominated pursuant to LS Power nomination agreement . |
LS Power/EVgo structural ties include an Amended & Restated Nomination Agreement and a Tax Receivable Agreement (TRA) paying 85% of certain tax savings to Holdings/LS Power entities—potential conflict zones managed via Audit Committee oversight of related-party transactions .
Expertise & Qualifications
- Energy infrastructure and power sector expertise (generation, transmission, energy infrastructure) via LS Power leadership; capital markets and strategy background (Goldman Sachs; PwC) .
- Governance and advisory roles across university foundations and alumni councils, adding broader oversight experience .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Kapadia) | 0 shares | No Class A or Class B beneficial ownership reported as of March 20, 2025 . |
| Ownership as % of outstanding | 0.0% | Based on 133,523,073 Class A and 172,800,000 Class B shares outstanding . |
| Shares pledged as collateral | None disclosed | Insider Trading Policy prohibits pledging/hedging for directors . |
| Company stock ownership guidelines | Applies to non-employee directors: 5x annual cash retainer | LS Power employees receive no EVgo retainer; guideline anchor may not apply to Kapadia . |
| Controlled voting block | 58.3% combined voting power (LS Power entities) | Through 172,800,000 Class B shares; governance influence . |
Governance Assessment
- Strengths: Deep sector expertise and LS Power operational leadership can support EVgo’s infrastructure strategy; board-level attendance above 75% indicates baseline engagement; related-party transactions subject to Audit Committee review; insider policy bans hedging/pledging .
- Risks/RED FLAGS:
- Controlled company exemptions reduce independent oversight (board not majority independent; committees include non-independent directors) .
- Concentrated LS Power interlocks (Chair and multiple directors are LS Power executives), plus nomination rights and TRA payments (85% of tax savings to Holdings) create potential conflicts of interest; governance relies on committee oversight rather than structural independence .
- Alignment concerns: Kapadia reports zero personal EVgo share ownership and receives no EVgo director compensation or equity, limiting direct “skin in the game” at EVgo (he may have indirect alignment through LS Power, but this is not quantified in EVgo’s filings) .
- Signals to investors: Expect LS Power’s strategic priorities to be strongly represented; monitor TRA impacts on cash flows and any related-party decisions; consider the controlled-company governance discount and the limited personal EVgo ownership for LS Power-affiliated directors in assessing board effectiveness .
Compliance note: EVgo states all Section 16 filings were timely in 2024, except one late Form 4 for Holdings due to administrative error—a modest process blemish amid otherwise compliant reporting .