Joseph Esteves
About Joseph Esteves
Joseph Esteves (age 64) is a Class I director of EVgo and Chief Financial Officer of LS Power, serving on EVgo’s board since July 2021. He was nominated to EVgo’s board pursuant to the nomination agreement between EVgo and LS Power Equity Partners IV, L.P. and previously served on the board of EVgo Holdings, LLC prior to the business combination. He holds an M.B.A. from the Wharton School and a B.EE from The Cooper Union .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LS Power | Chief Financial Officer; Member of Management Committee and Investment Committee | CFO since 2008; joined 2004 | Responsible for LS Power financing activity |
| Comverge, Inc. | Executive Vice President | 2001–2004 | Power technology firm serving utilities |
| UBS | Managing Director, Region Head Project Finance | Not disclosed | Energy/Power project finance |
| Goldman Sachs & Co. | Vice President, Structured Finance | Not disclosed | Energy and Power industries |
| Salomon Brothers Inc. | Vice President, Corporate Finance | Not disclosed | Energy and Power industries |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| LS Power | Chief Financial Officer; Mgmt & Investment Committees | Current | Core finance leadership for controlling shareholder |
| Other public company boards | — | None disclosed | No other public directorships disclosed in proxy |
Board Governance
| Item | Detail |
|---|---|
| Board class/term | Class I director; standing for election at 2025 meeting for term expiring 2028 |
| Independence | Not listed as independent; only Griffith, Motlagh, and Seelig are independent |
| Controlled company status | EVgo is a “controlled company” under Nasdaq; exempt from certain governance requirements |
| Committee memberships (2024) | Not listed on Audit (Motlagh, Griffith, Seelig) , Compensation (Anderson—Chair, Griffith, Motlagh, Nanus, Seelig) , or Nominating & Governance (Seelig—Chair, Griffith, Motlagh) |
| Attendance | Board held 6 meetings in 2024; each director attended at least 75% of aggregate board/committee meetings |
Fixed Compensation (Director)
| Element | EVgo’s 2024 Director Program (non-employee, not LS Power employee) | Esteves 2024 at EVgo |
|---|---|---|
| Annual cash retainer | $50,000; +$30,000 for Lead Independent Director; committee chair/member retainers ($20k/$10k Audit; $15k/$7.5k Comp; $10k/$7.5k N&G) | $0 — EVgo does not compensate directors employed full-time by LS Power; such directors omitted from compensation table |
| Annual equity grant | RSUs valued at $160,000; vest on first anniversary | $0 — same reason as above |
| New director equity | One-time $50,000 RSUs vesting over 3 years | Not applicable in 2024 |
| Director award cap | Plan limit: ≤$750,000 value per calendar year (exceptions for first year/chair/lead director/special committee) | Not applicable |
| Meeting fees | None; expenses reimbursed; indemnification provided | Not applicable |
Implication: As a full-time LS Power executive, Esteves receives no EVgo director cash or equity compensation, aligning his incentives with LS Power rather than EVgo’s standalone director pay program .
Performance Compensation (Director)
| Component | Structure | Performance Metrics |
|---|---|---|
| Director equity | Time-vested RSUs under EVgo 2021 LTIP; no repricing allowed; awards subject to EVgo’s Clawback Policy | None for directors (time-based vesting; no KPI/TSR metrics for director awards) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Esteves |
| Affiliation with controlling shareholder | CFO of LS Power; EVgo is a controlled company; nomination rights allow LS Power to designate multiple directors and require the Chair be one of its nominees while thresholds are met |
| Board composition | Multiple LS Power executives on EVgo’s board (e.g., Nanus—Chair; Segal; Kapadia; Anderson) per director roster |
Expertise & Qualifications
- Finance and capital markets leadership in energy/power; decades of banking and structured/project finance experience .
- Education: M.B.A. (Wharton), B.EE (The Cooper Union) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (EVgo) | No beneficial ownership reported for Esteves in security ownership table (line shows “—”) |
| Stock ownership policy | Non‑employee directors must hold stock equal to 5x annual cash retainer by April 18, 2028 (or within 5 years of becoming subject to policy) |
| Hedging/pledging | Directors are prohibited from hedging, short sales, margin purchases, and pledging company securities |
Note: The policy is stated generally; compliance status for Esteves is not disclosed. Ownership table shows no reported beneficial holdings .
Related Party Transactions and Conflicts
| Agreement/Transaction | Key Terms | Governance/Conflict Relevance |
|---|---|---|
| OpCo A&R LLC Agreement & Redemption Rights | Holders of OpCo Units (LS Power) can redeem into Class A or cash; Company may call units; distributions/allocations set; non‑pro rata reimbursements to Thunder Sub for overhead | Structural ongoing economic linkage with LS Power; board oversight required for fairness to Class A holders |
| Tax Receivable Agreement (TRA) | EVgo pays 85% of realized tax savings to Holdings (LS Power) from basis step-ups; payments expected to be substantial; 15% retained by Company | Significant related-party cash outflows to LS Power; potential conflict in evaluating tax positions and cash priorities |
| Nomination Agreement (A&R) | LS Power and principal stockholders retain rights to nominate up to five directors depending on ownership; may require Chair be its nominee while thresholds met | Entrenches LS Power influence over board composition and leadership |
| December 2024 Redemption & Secondary | Company redeemed 23M OpCo Units/Class B from LS Power in exchange for 23M new Class A shares, followed by LS Power secondary sale of those shares at $5.00; company did not receive proceeds | Capital markets transaction benefiting selling stockholder; dilutive effects and process fairness are governance considerations |
Mitigations:
- Audit Committee of three independent directors (Motlagh—Chair; Griffith; Seelig) oversees related party transactions per charter .
- All directors attended ≥75% of meetings in 2024 .
Insider Trading and Section 16
| Item | Detail |
|---|---|
| Section 16 compliance (2024) | All required filings timely except one late Form 4 by EVgo Member Holdings, LLC (administrative error) |
| Esteves Form 4 activity | No specific insider transactions for Esteves disclosed in proxy; ownership table shows no beneficial holdings |
| Policy | Prohibits hedging, pledging, short sales, margin; trading policy filed as exhibit to 2024 Form 10‑K |
Governance Assessment
- Independence and interlocks: Not independent; serves as CFO of controlling shareholder LS Power; nominated under LS Power agreement. Combined with controlled company exemptions and multiple LS Power executives on the board, this concentrates influence and presents persistent related‑party risk. RED FLAG .
- Committee roles: Not assigned to Audit/Comp/Nominating committees, which reduces direct involvement in compensation/governance oversight but also limits counterparty influence within committees .
- Attendance/engagement: Met at least the 75% attendance threshold; board met 6 times in 2024 .
- Compensation alignment: Receives no EVgo director pay (cash or equity) as a full-time LS Power employee, so “skin‑in‑the‑game” at EVgo is not evident; alignment is instead through LS Power’s economic interests and agreements (TRA, OpCo structure). RED FLAG on direct ownership/retainer alignment .
- Related‑party exposure: Material ongoing obligations to LS Power via TRA and structural redemption/distribution rights; December 2024 redemption/secondary underlines active capital flows with controlling holder. Oversight falls to independent Audit Committee. RED FLAG on potential conflicts; MITIGANT: independent Audit Committee chartered oversight .
- Shareholder protections: Controlled company exemptions mean EVgo may not maintain a majority‑independent board or fully independent comp/nom committees, reducing minority shareholder protections relative to non‑controlled issuers. RED FLAG .
Bottom line for investors: Esteves brings deep power/finance expertise, but his non‑independent status as LS Power’s CFO, lack of EVgo‑specific ownership/compensation, and the significant LS Power related‑party structures (TRA, redemptions, nomination rights) create meaningful governance and conflict risks that warrant elevated scrutiny of board processes, independent committee oversight, and disclosures on related‑party decision‑making .