Francine Sullivan
About Francine Sullivan
Francine Sullivan is Chief Legal Officer and EVP, Corporate Development at EVgo (since March 2025), after serving as Chief Legal Officer and General Counsel from July 2021 to March 2025 and General Counsel of Holdco from May 2021 until the Business Combination closing; she holds a Bachelor of Laws (Honors) and Bachelor of Commerce (Economics & Finance) from the University of Melbourne and is licensed in CA and NY . Company operating performance during her tenure includes FY2024 revenue of $256.8M (+60% YoY) and Adjusted EBITDA of ($32.5)M (improved from ($58.8)M), with 2025 guidance for $340–$380M revenue and Adjusted EBITDA of ($5)M to $10M; these KPIs are part of the annual bonus metrics framework, aligning her incentives to revenue/Adjusted EBITDA delivery .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EVgo | Chief Legal Officer & EVP, Corporate Development | Mar 2025 – Present | Leads legal/compliance; corporate development remit elevated in 2025 . |
| EVgo | Chief Legal Officer & General Counsel | Jul 2021 – Mar 2025 | Built and led legal/compliance through growth and public company phase . |
| EVgo Holdco | General Counsel | May 2021 – Business Combination closing (2021) | Pre-Closing legal leadership for Holdco . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| REC Silicon ASA (Norway) | VP, Business Development; earlier Chief Legal Officer and US General Counsel | 2010 – 2021 | Drove partnerships in advanced Li-ion battery industry; executive legal leadership at leading solar/advanced materials company . |
| Milbank LLP | Attorney, Energy and Finance | Prior to 2010 | Advised leading investment banks and private equity firms (US) . |
| Freshfields Bruckhaus Deringer | Attorney | Prior to 2010 | International legal practice (Asia/Europe) . |
| King & Wood Mallesons | Attorney | Prior to 2010 | Legal practice (Australia) . |
Fixed Compensation
- 2024 base salary set at $375,000 effective Feb 1, 2024 .
- Amended and restated employment agreement on Mar 10, 2025 set base salary at $415,000 and target annual bonus at 75% of salary (max 112.5%) .
- Benefits include participation in standard executive benefit programs and 401(k) with up to 2% match during portions of 2023/2024; “All Other Compensation” reflects 401(k) match and life insurance .
Multi-year reported compensation:
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 372,917 | 200,000 (additional bonus) | 1,326,667 | — | 320,147 | 13,704 | 2,233,435 |
| 2023 | 350,000 | — | 1,121,951 | 356,798 | 217,610 | 1,671 | 2,048,030 |
Performance Compensation
Annual cash bonus design (FY2024):
- Target bonus opportunity: 70% of base for 2024; payout determined across five equally weighted KPIs: daily throughput per stall, net capex per stall operationalized (calendar 2024), FY2024 revenue, FY2024 Adjusted EBITDA, and individual/strategic priorities; payout for Ms. Sullivan at 123% of target; plus an additional $200,000 cash bonus for corporate development achievements . Under the 2025 agreement, target bonus set to 75% of base (cap 112.5%) .
Cash bonus framework detail:
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Daily throughput per stall | 20% | Not disclosed | Not disclosed | Part of 123% overall | Paid 2025 for FY2024 |
| Net capex per stall operationalized (CY2024) | 20% | Not disclosed | Not disclosed | Part of 123% overall | Paid 2025 for FY2024 |
| FY2024 Revenue | 20% | Not disclosed | Company actual $256.8M | Part of 123% overall | Paid 2025 for FY2024 |
| FY2024 Adjusted EBITDA | 20% | Not disclosed | Company actual ($32.5)M | Part of 123% overall | Paid 2025 for FY2024 |
| Individual/strategic priorities | 20% | Not disclosed | Not disclosed | Part of 123% overall; plus $200k additional bonus | Paid 2025 for FY2024 |
Long-term incentives (2024 annual grants):
- Grant date: March 15, 2024 .
- RSUs: $600,000 target value; vest 1/3 annually on each of the first 3 anniversaries of 3/15/2024 .
- Operational PSUs: $600,000 target value; one-year operational goals (new Company-owned charging stalls and Adjusted EBITDA) with rTSR modifier vs Clean Edge Green Energy Index peers over 3-year period ending 12/31/2026; earnout 0%–156%; shares released after the 3-year period subject to continued employment .
- Stock price hurdle PSUs: $200,000 target value; service requirement in three equal installments on each of the first 3 anniversaries of 3/15/2024 plus performance condition satisfied upon achieving 20-day VWAP price milestones of $6, $8, and $10 any time on or before 3/15/2029 (1/3 each) .
2024 LTI target mix for Ms. Sullivan:
| Instrument | Target Value ($) | Key Performance Conditions | Vesting Schedule |
|---|---|---|---|
| RSUs | 600,000 | Time-based | 1/3 each on 3/15/2025, 3/15/2026, 3/15/2027 |
| Operational PSUs | 600,000 | New owned stalls; Adjusted EBITDA; rTSR modifier (3-year) | Release after 3-year period ending 12/31/2026, subject to service |
| Stock Price Hurdle PSUs | 200,000 | 20-day VWAP milestones: $6/$8/$10 by 3/15/2029 | Service 1/3 yearly; performance must be met; by 3/15/2029 |
Outstanding equity awards (as of 12/31/2024):
| Grant Date | Type | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs/Units (#) | Unvested PSUs (#) |
|---|---|---|---|---|---|---|---|
| 2/1/2022 | Stock Options | 29,579 | 14,790 | 12.86 | 3/31/2032 | — | — |
| 2/1/2023 | Stock Options | 32,854 | 65,709 | 7.79 | 4/2/2033 | — | — |
| 2/1/2022 | RSUs | — | — | — | — | 23,242 | — |
| 2/1/2023 | RSUs | — | — | — | — | 83,334 | — |
| 8/10/2023 | RSUs | — | — | — | — | 54,715 | — |
| 3/15/2024 | RSUs | — | — | — | — | 200,000 | — |
| 3/15/2024 | PSUs (Operational) | — | — | — | — | — | 200,000 (target) |
| 3/15/2024 | PSUs (Stock Price Hurdle) | — | — | — | — | — | 66,667 (target) |
Notes: Market/payout values in proxy were based on $4.05 closing price on 12/31/2024 . PSU service/performance conditions per notes .
Equity Ownership & Alignment
- Beneficial ownership (Record Date: March 20, 2025): 311,695 shares; comprised of 201,618 shares directly held and 110,077 options exercisable within 60 days; less than 1% of shares outstanding .
- Stock ownership guidelines: Section 16 officers must hold stock valued at 3x annual base salary; compliance required by April 18, 2028 or 5 years post-appointment; individual compliance status not disclosed .
- Hedging/pledging policy: Prohibits short sales, margin purchases, pledging as collateral, and hedging/monetization transactions for directors, officers, employees, designated contractors .
- Equity plan overhang (context): As of 3/20/2025, 22,380,978 awards outstanding (at target) and 1,621,309 shares available (7.8% of outstanding shares); the company sought to increase the LTIP share reserve in 2025 to support grants .
Ownership snapshot:
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 311,695 |
| Directly held shares | 201,618 |
| Options exercisable within 60 days | 110,077 |
| Ownership as % of outstanding | <1% |
| Shares pledged as collateral | Prohibited by policy |
| Ownership guideline | 3x salary; comply by 4/18/2028 or 5 years post-appointment |
Employment Terms
- Current role and agreement: Amended and Restated Employment Agreement entered Mar 10, 2025, concurrent with appointment as EVP, Corporate Development alongside CLO role; base $415,000; target bonus 75% (cap 112.5%); eligible for Change in Control Plan .
- Severance (non‑CIC): For qualifying termination (without cause/for good reason), cash severance equal to 12 months’ base salary AND target bonus, paid over 12 months; prorated target bonus for year of termination; 12 months employer COBRA contributions; Involuntary Termination Acceleration Provision applies to pre‑effective equity and post‑effective RSUs/PSUs (pro rata vesting mechanism as described); conditioned on release; not payable if CIC Plan benefits apply .
- Prior severance (pre‑2025 agreement): six months’ base salary paid over 24 months .
- Change-in-Control Plan (double-trigger window from 3 months pre‑CIC to 12 months post‑CIC): one times base salary + target bonus; full acceleration of time-based equity; pro‑rata acceleration of performance-based equity at target; up to 12 months employer COBRA (no 280G gross-ups; best‑net cutback) .
- Non‑compete/non‑solicit: Two-year non‑compete/non‑solicit post-termination (subject to applicable law), with confidentiality/IP obligations .
- Clawback: Dodd-Frank compliant clawback policy capturing erroneously awarded incentive-based comp received on/after Oct 2, 2023 upon certain accounting restatements .
Additional Signals and Governance
- 2024 bonus outcome: Ms. Sullivan’s FY2024 annual bonus paid at 123% of target reflecting KPI achievement; an additional $200,000 cash bonus was awarded for corporate development initiatives, indicating Board-recognized strategic contributions .
- Option holdings: Legacy options granted in 2022 and 2023 (exercise prices $12.86 and $7.79, expiring 2032/2033) represent potential alignment but are currently out-of-the-money contextually vs 12/31/2024 price; vest in equal thirds annually .
- Section 16 compliance: Company reports timely Section 16 filings for 2024 with one administrative late filing for Holdings; no familial relationships among directors/executive officers disclosed .
Investment Implications
- Pay-for-performance alignment: Annual bonus metrics explicitly tied to revenue and Adjusted EBITDA (plus capital efficiency and utilization), and PSUs tied to operational execution and rTSR, reinforce alignment to growth and profitability; 2024 payout at 123% supports that Company metrics were met/exceeded relative to targets, consistent with reported revenue growth (+60% YoY) and improved Adjusted EBITDA trajectory .
- Retention risk: The 2025 agreement materially strengthens severance economics (12 months base+target vs prior six months base) and clarifies equity acceleration, reducing near-term attrition risk; stock price hurdle PSUs and multi-year RSU vesting create ongoing retention hooks through 2027–2029 .
- Insider selling pressure: Time-based RSUs vest annually each March (2025–2027); operational PSUs release after the 3-year period ending 12/31/2026; stock-price PSUs can vest upon price thresholds through 3/15/2029—potentially adding episodic liquidity events, though pledging/hedging prohibitions and ownership guidelines constrain opportunistic monetization .
- Change-in-control economics: Double-trigger severance (1x base+target plus equity acceleration) is standard-market and avoids gross-ups; this framework both protects continuity and minimizes shareholder-unfriendly features .
- Execution track record: The incremental $200k bonus for corporate development and elevation to EVP, Corporate Development in 2025 signal management confidence in her strategic contributions; continued linkage to revenue/Adjusted EBITDA and rTSR keeps incentives sensitive to EVgo’s multi-year growth and margin path .