Jonathan Seelig
About Jonathan Seelig
Independent director (age 52) serving on EVgo’s Board since May 2023; previously a Board observer from October 2022 to May 2023 . Technology founder-operator-investor: co-founded Akamai Technologies (1997) and Ridge (cloud computing), serving as Ridge’s CEO (2018–2021) and Chairman (2021–2023); prior directorships at Zipcar (Chairman 2003–2010), Zagster (2017–2019), and Zoom Telephonics (2019–2020). Holds a B.S. from Stanford University . Determined independent under Nasdaq and SEC rules, including audit committee independence criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ridge (cloud computing) | Co-founder; CEO; Chairman | CEO: Oct 2018–Oct 2021; Chairman: Oct 2021–Dec 2023 | Led early-stage scaling; cloud platform governance |
| Akamai Technologies | Co-founder | 1997– (founder history) | Foundational internet infrastructure expertise |
| Zipcar | Director; Chairman | Director: 2001–2010; Chairman: 2003–2010 | Shared mobility strategy and governance |
| Zagster | Director | Jan 2017–Sep 2019 | Micromobility operations oversight |
| Zoom Telephonics | Director | May 2019–Dec 2020 | Consumer connectivity product governance |
External Roles
- No current public company board roles disclosed beyond EVgo; prior public and private board roles listed above .
Board Governance
- Committee memberships: Compensation, Audit, and Nominating & Governance; Chair of Nominating & Governance .
- Independence: Board determined Seelig is independent under Nasdaq and SEC rules; also independent for Audit Committee service .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of aggregate Board and committee meetings; Audit Committee met 9 times; Compensation Committee met 7 times; Nominating & Governance met 5 times .
- Controlled company status: LS Power (Holdings) controls a majority of voting power; EVgo utilizes certain Nasdaq “controlled company” exemptions (e.g., not a majority-independent board, committees may include non-independent members) .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Cash fees (retainer + committee roles) | $75,753 | Reflects annual retainer and committee member/chair fees paid in 2024 |
| Director compensation program (structure) | $50,000 annual cash retainer; $20,000 committee chair (Audit), $15,000 chair (Comp), $10,000 chair (Nom/Gov); $10,000 Audit member; $7,500 Comp member; $7,500 Nom/Gov member; Lead Independent Director +$30,000; no meeting fees | Program applicable to non-employee directors in 2024 |
| Equity grant policy (typical) | $160,000 annual RSU (1-year vest); $50,000 onboarding RSU (3-year vest) | Grants under 2021 LTIP; annual equity aligns director interests |
Performance Compensation
| Equity Award Type | Grant Date | Shares/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSU (Director service) | Oct 2024 | 23,495 RSUs; grant-date fair value $194,069 | Vests in full on Oct 12, 2025, subject to service | None disclosed for director equity; director RSUs are time-based per program |
EVgo’s director equity awards are time-based; no performance conditions disclosed for non-employee director RSUs .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Dates |
|---|---|---|---|
| Zipcar | Mobility (car sharing) | Director; Chairman | Director 2001–2010; Chairman 2003–2010 |
| Zagster | Micromobility | Director | 2017–2019 |
| Zoom Telephonics | Connectivity hardware | Director | 2019–2020 |
- No EVgo-disclosed interlocks or related-party ties involving Seelig; Audit Committee reviews and approves related-party transactions per policy .
Expertise & Qualifications
- Cloud/internet infrastructure and cybersecurity (Akamai; Ridge) .
- Mobility operations and transportation technology (Zipcar; Zagster) .
- Governance leadership (Chair, Nominating & Governance) .
- Academic: B.S., Stanford University .
Equity Ownership
| Holder | Class A Shares | % Class A | Class B Shares | % Class B | Unvested RSUs (12/31/2024) |
|---|---|---|---|---|---|
| Jonathan Seelig | 76,795 | * (less than 1%) | — | — | 25,651 |
- Stock ownership guidelines: Non-employee directors must hold EVgo stock valued at 5x annual Board cash retainer; compliance deadline by April 18, 2028 or fifth anniversary of becoming subject to policy .
- Hedging/pledging: Prohibited for directors (short sales, margin purchases, pledging, hedging/monetization) per Insider Trading Policy .
Governance Assessment
- Strengths: Independent status with audit committee eligibility; chairs Nominating & Governance; multi-sector technology and mobility expertise; solid committee engagement and Board/committee attendance disclosures .
- Alignment: Receives time-based RSUs under director program; stock ownership guidelines reinforce long-term alignment; hedging/pledging prohibited .
- Risks/RED FLAGS:
- Controlled company governance exemptions reduce independent-majority requirements and may concentrate influence among LS Power-affiliated directors; Compensation and Nominating & Governance Committees may include non-independent members .
- No related-party transactions tied to Seelig disclosed; Audit Committee oversight mitigates risk .
- Signals: Chairing Nominating & Governance signals active role in board composition and governance processes; independence and audit committee service bolster investor confidence .
Director Compensation Detail (FY 2024)
| Metric | Amount |
|---|---|
| Cash Fees (Board/Committee) | $75,753 |
| Stock Awards (RSUs) | $194,069 |
| Total | $269,822 |
Attendance & Engagement (FY 2024)
| Body | Meetings Held | Notes |
|---|---|---|
| Board of Directors | 6 | Each director attended ≥75% of aggregate Board and committee meetings |
| Audit Committee | 9 | Seelig member; committee chaired by Motlagh |
| Compensation Committee | 7 | Seelig member; committee chaired by Anderson |
| Nominating & Governance Committee | 5 | Seelig chair |
Related Party & Conflicts
- Policy: Audit Committee pre-approves and discloses related-party transactions under Item 404; factors include market terms and material interest; transactions are disclosed in proxy if applicable .
- Disclosure: No Seelig-specific related-party transactions disclosed; Audit Committee membership adds oversight .
Notes on Company Governance Framework
- Director compensation limit under LTIP: Non-employee directors capped at $750,000 in awards value per calendar year, with exceptions for initial service, special committees, lead director/chair roles .
- Change-in-control and clawback: Awards subject to clawback policy; no automatic vesting solely on change-in-control for plan awards (company-wide policy context) .