Katherine Motlagh
About Katherine Motlagh
Independent director (age 51) serving on EVgo’s Board since April 2022; former EVP and CFO of CyrusOne LLC with prior senior finance leadership at American Tower across EMEA and LatAm. Licensed CPA and CMA with a master’s degree from the Financial University in Moscow; designated by EVgo’s Board as an “audit committee financial expert.” Current external public company directorships include Crown Castle Inc. and Aeva Technologies, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CyrusOne LLC | EVP & Chief Financial Officer | Oct 2020 – Jun 2023 | Led accounting, finance, capital markets, tax, procurement, IR |
| American Tower | CFO, Europe/Africa/LatAm | May 2015 – Oct 2020 | Oversight of international finance, reporting, tax, compliance across 18 countries; led global finance org >300 employees |
| Ericsson; Nokia; Nextel | Divisional CFO and finance leadership roles | Earlier career | Progressive finance/accounting leadership |
External Roles
| Company | Role | Notes |
|---|---|---|
| Crown Castle Inc. | Director | Publicly traded communications infrastructure company |
| Aeva Technologies, Inc. | Director | Publicly traded LiDAR sensing systems designer/developer |
Board Governance
- Independence: Determined by the Board to be independent under Nasdaq and SEC rules; EVgo is a “controlled company” under Nasdaq rules due to Holdings’ majority voting power and utilizes certain exemptions (e.g., compensation and nominating committees not required to be fully independent). Audit Committee members, including Motlagh, meet heightened independence requirements.
- Committee leadership: Audit Committee Chair; member of Compensation and Nominating & Governance Committees.
- Attendance: Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings. Audit (9), Compensation (7), and Nominating & Governance (5) meetings held in 2024.
| Committee | Role | 2024 Meetings | Members (EVgo) |
|---|---|---|---|
| Audit | Chair | 9 | Motlagh; Griffith; Seelig (all independent) |
| Compensation | Member | 7 | Anderson (Chair); Griffith; Motlagh; Nanus; Seelig |
| Nominating & Governance | Member | 5 | Seelig (Chair); Griffith; Motlagh |
- Compensation Committee interlocks: None—no committee member was a company officer, and no executive officer served on another company’s board/compensation committee with reciprocal overlap.
Fixed Compensation
| Component | Amount ($) | Details |
|---|---|---|
| Annual cash retainer | 50,000 | Standard director cash retainer |
| Audit Committee chair fee | 20,000 | Chair retainer |
| Compensation Committee member fee | 7,500 | Member retainer (not chair) |
| Nominating & Governance Committee member fee | 7,500 | Member retainer (not chair) |
| Total cash (2024) | 85,000 | Sum of cash retainers |
| Equity awards (2024) | 110,933 | 53,333 RSUs granted May 2024; vest April 1, 2025 |
| Total compensation (2024) | 195,933 | Cash + equity |
Program design:
- Annual RSUs valued at $160,000 (VWAP-based), vesting on first anniversary; first-year additional RSUs of $50,000 vest over three years. Director equity capped at $750,000/year (exceptions for special roles).
Cash/equity mix (2024): ~43% cash / ~57% equity, aligning director pay with shareholder value via time-based stock grants.
Performance Compensation
- No performance-based director compensation disclosed; director equity consists of time-based RSUs with standard vesting schedule.
Other Directorships & Interlocks
- Current public boards: Crown Castle Inc.; Aeva Technologies, Inc.
- No related party transactions disclosed involving Motlagh; no family relationships among directors/executives.
Expertise & Qualifications
- Financial expertise: Board-designated “audit committee financial expert.”
- Senior CFO experience in data centers and global infrastructure (CyrusOne; American Tower).
- Licensed CPA; CMA; master’s degree (Financial University, Moscow); prior service on national and European boards of IMA.
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Directly held shares | 45,726 | As of record date |
| RSUs vesting within 60 days | 54,726 | Counted in beneficial ownership |
| Total beneficial ownership | 100,452 | Less than 1% of combined voting power |
| Unvested RSUs outstanding (12/31/2024) | 54,726 | Outstanding director RSUs |
Ownership alignment:
- Stock ownership guidelines require non-employee directors to hold stock valued at 5× the annual Board cash retainer; compliance due by April 18, 2028 or 5 years from appointment, whichever is later.
- Insider Trading Policy prohibits short sales, margin purchases, pledging as collateral, and hedging/monetization transactions—reducing misalignment and risk of collateral pledging.
Governance Assessment
- Strengths: Independent audit chair with recognized financial expertise; fully independent Audit Committee; solid meeting cadence and attendance; director pay emphasizes equity ownership; strict anti-hedging/pledging policy; stock ownership guidelines enforce longer-term alignment.
- Controlled company risks: EVgo is a controlled company under Nasdaq rules and utilizes exemptions—Compensation and Nominating & Governance Committees need not be entirely independent; LS Power retains nomination rights and significant influence via Class B voting power—requiring vigilant committee oversight to mitigate potential conflicts.
- Compensation committee safeguards: No interlocks or insider participation; use of independent consultant (Pay Governance) for executive compensation and peer group construction supports process integrity (committee includes Motlagh as member).
- Related party oversight: Audit Committee reviews related party transactions per policy; no related party transactions disclosed involving Motlagh.
RED FLAGS: Controlled company status and LS Power’s nomination and voting control could dilute independent oversight if not counterbalanced by strong committee leadership and clear policies; continued monitoring of committee composition and practices is warranted.