David Nanus
About David Nanus
David Nanus (age 50) is Chair of EVgo’s Board and has served as a director since July 2021. He is President of LS Power Equity Advisors, LLC, previously Co-Head of LS Power’s Private Equity business (2017–Jan 2023), with prior investment banking roles at Lazard and Dresdner Kleinwort Wasserstein, and began his career at Arthur Andersen. He holds a B.S. from Cornell University and an M.B.A. with honors from Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LS Power Equity Advisors, LLC | President; Member of Management & Investment Committees | 2005–present (President currently; Co-Head 2017–Jan 2023; formerly Senior Managing Director) | Private equity leadership across power/energy assets |
| Lazard Frères | Investment Banking – Power & Energy | Prior to 2005 | Transaction advisory in sector |
| Dresdner Kleinwort Wasserstein | Investment Banking – Financial Sponsors & Global Energy | Prior to 2005 | Sponsor/energy coverage |
| Arthur Andersen | Transaction Advisory Services & Audit | Early career | Audit/transaction advisory foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solomon Schechter Day School of Bergen County | Board of Trustees – Member and past President | Not disclosed | Governance leadership |
| Success Academy NYC Charter Schools | Board of Trustees – past member | Not disclosed | Education governance |
| Cornell Dyson School Undergraduate Program Advisory Council | Advisory Council – past member | Not disclosed | Academic advisory |
Board Governance
- Chair of the Board since July 2021; EVgo held 6 Board meetings in 2024, with each director attending at least 75% of Board and committee meetings .
- Committee memberships: Member, Compensation Committee (chair is Peter Anderson; committee met 7 times in 2024) .
- Independence: EVgo is a “controlled company” under Nasdaq rules; only Scott Griffith, Katherine Motlagh, and Jonathan Seelig are designated independent, and EVgo utilizes exemptions (no majority independent Board required). Nanus is not listed among independent directors and is LS Power’s private equity President .
- Nomination rights: Under an Amended & Restated Nomination Agreement, LS Power-affiliated Principal Stockholders may nominate up to five directors depending on ownership levels; the Chair may be one of their nominees while thresholds apply .
2024 Shareholder Vote – Director Election (Class III)
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| David Nanus | 212,510,960 | 13,730,610 | 36,233,523 |
| Katherine Motlagh | 212,573,912 | 13,667,658 | 36,233,523 |
| Scott Griffith | 224,070,414 | 2,171,156 | 36,233,523 |
Fixed Compensation
- Policy: Employee directors (including full-time LS Power employees) are not compensated for Board service. Non-employee directors receive cash retainers and RSUs; employee directors are excluded from the director compensation table. Nanus, as LS Power Equity Advisors President, is not listed in EVgo’s director compensation table .
- 2024 director program (for non-employee directors):
- Annual cash retainer $50,000; Lead Independent Director +$30,000 .
- Committee chair retainers: Audit $20,000; Compensation $15,000; Nominating & Governance $10,000; committee member retainers: Audit $10,000; Compensation $7,500; N&G $7,500 .
- Annual RSU grant valued at $160,000; first-year RSU grant valued at $50,000 with multi-year vesting .
Performance Compensation
- Non-employee directors receive time-based RSUs as part of annual Board compensation; there are no performance-based PSU metrics tied to director pay disclosed. Employee directors (including LS Power full-time employees) do not receive director equity .
Other Directorships & Interlocks
- Controlling shareholder interlock: EVgo Member Holdings, LLC (LS Power affiliate) controls all 172,800,000 Class B shares (100% of Class B), conferring 58.3% combined voting power; as LS Power Equity Advisors President, Nanus may be deemed to share beneficial ownership but disclaims it. This control underpins nomination rights and Board leadership .
- Related agreements with LS Power affiliates: Registration Rights Agreement, Tax Receivable Agreement (TRA) paying 85% of tax-basis-related savings to Holdings, and OpCo Unit redemption/exchange mechanics; these pose ongoing related-party dynamics overseen by the Audit Committee .
- December 2024 transaction: Redemption of 23,000,000 OpCo Units/Class B shares exchanged into Class A shares followed by an underwritten secondary offering by LS Power of 23,000,000 Class A shares at $5.00 per share; EVgo received no proceeds. Underwriters did not exercise the option for an additional 3,450,000 shares .
Expertise & Qualifications
- Sector expertise in power generation, transmission, energy infrastructure, transportation electrification; extensive finance and accounting background through private equity and investment banking .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Combined Voting Power (%) | Notes |
|---|---|---|---|---|
| David Nanus (through LS Power entities) | 5,882,352 | 172,800,000 | 58.3% | May be deemed to have or share beneficial ownership due to LS Power roles; disclaims beneficial ownership |
- Stock ownership policy: Non-employee directors must hold EVgo stock valued at 5× annual Board retainer; CEO 5× salary; Section 16 officers 3× salary. Compliance deadline April 18, 2028 or five years from becoming subject. Hedging, margin purchases, and pledging of company securities are prohibited under the Insider Trading Policy .
- Equity plan guardrails: Non-employee director annual equity award limit of $750,000; no option/SAR repricing without shareholder approval; awards subject to clawback policy consistent with Dodd-Frank .
Governance Assessment
- Board effectiveness and engagement: Chair role provides leadership continuity; Compensation Committee membership (with formal charter) and independent Audit Committee oversight of ERM and related-party transactions support governance processes. Audit Committee met nine times in 2024; the Compensation and Nominating & Governance committees met seven and five times, respectively .
- Independence and conflicts: EVgo’s controlled company status and LS Power’s majority voting control, nomination rights, TRA cash outflows to LS Power affiliates, and December 2024 redemption/secondary offering create structural conflicts; Nanus’ dual role as Chair and LS Power private equity President amplifies perceived conflicts and reduces board independence .
- Mitigants:
- Audit Committee of independent directors (Motlagh as financial expert) reviews Item 404 related party transactions and auditor independence; pre-approval procedures in place .
- Insider Trading Policy prohibits hedging/pledging; Stock Ownership Policy enhances alignment; Plan prohibits repricing and caps director awards; company maintains a Clawback Policy .
- Signal to investors: Controlled company governance and LS Power interlocks are RED FLAGS for potential conflicts and minority shareholder protections. However, formal committee structures, independent Audit Committee, and policy guardrails provide some counterbalance. Continued transparency and robust Audit Committee oversight of LS Power–related transactions is critical .
RED FLAGS
- Controlled company exemptions (no majority independent Board) .
- LS Power nomination rights; Chair can be a Principal Stockholder nominee .
- TRA payments (85% of tax savings) to LS Power affiliates; potentially substantial over time .
- December 2024 redemption/secondary offering by LS Power; EVgo received no proceeds .
Positive Signals
- Independent Audit Committee and financial expert chair; formal related-party review policy .
- Ownership policy and hedging/pledging prohibitions .
- No option/SAR repricing without shareholder approval; director equity award limits .