Paul Segal
About Paul Segal
Paul Segal (age 50) is Chief Executive Officer of LS Power and has served as an EVgo director since May 2023; he holds a B.S. in Bio-Chemical Engineering from Rutgers and previously founded Luminus Management after starting his career in Smith Barney’s M&A group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LS Power | Chief Executive Officer; member of Management Committee | 2011–present | Oversaw independent power and transmission development; prior oversight of asset management and renewables development |
| Luminus Management | Founder, President, Portfolio Manager | 2002–2011 | Hedge fund investing across power/energy/utility capital structures |
| Smith Barney (M&A Investment Banking) | Analyst/Associate (generalist) | Pre-2002 | M&A execution experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mount Sinai Department of Medicine Advisory Board | Member | Not disclosed | Non-profit/academic board |
| Weill Cornell Medicine Dean’s Council | Member | Not disclosed | Non-profit/academic board |
| Digestive Disease Research Foundation | Board member | Not disclosed | Non-profit board |
| NYU Law School’s Institute for Policy Integrity | Advisory Board | Not disclosed | Policy-oriented advisory |
Board Governance
- Independence: Not listed among EVgo’s independent directors; Board determined only Scott Griffith, Katherine Motlagh, and Jonathan Seelig are independent. EVgo is a controlled company under Nasdaq rules and utilizes related governance exemptions .
- Committee memberships: Not shown as a member of Audit, Compensation, or Nominating & Governance committees in 2024/2025; Audit (Motlagh, Griffith, Seelig), Compensation (Anderson, Griffith, Motlagh, Nanus, Seelig), Nominating & Governance (Seelig, Griffith, Motlagh) .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings of their service .
- Tenure on EVgo board: Director since May 2023 .
- Board Chair: David Nanus (LS Power) has served as Chair since July 2021 .
Fixed Compensation
Employee directors (including LS Power full-time employees) receive no additional compensation for EVgo Board service .
| Item (2024) | Amount |
|---|---|
| Annual cash retainer | $0 (employee director not compensated) |
| Committee membership fees | $0 (not on committees; employee director not compensated) |
| Committee chair fees | $0 |
| Meeting fees | Not paid (no meeting fees policy) |
Reference: Non-employee director program provides $50,000 cash retainer; committee/lead director cash retainers; and annual RSUs valued at $160,000, plus $50,000 initial RSUs for first-year directors, subject to director status (non-employee, not full-time LS Power) .
Performance Compensation
No director performance-linked pay applies to employee directors; plan limits and clawback policies exist for awards but employee directors are not granted director compensation .
| Performance Metric (Director) | Structure | Status |
|---|---|---|
| Equity-based director awards (RSUs, PSUs) | Non-employee directors only; subject to $750,000 annual limit under the plan and clawback policy | Not applicable to Paul Segal (employee director) |
| Clawback | All Awards subject to EVgo Executive Compensation Clawback Policy | Policy in place |
Other Directorships & Interlocks
- LS Power representation: Multiple LS Power executives serve on EVgo’s Board (Joseph Esteves – CFO LS Power; Darpan Kapadia – COO LS Power; David Nanus – President LS Power and EVgo Chair), indicating strong interlocks with the controlling stockholder .
- Nomination rights: Amended & Restated Nomination Agreement grants principal stockholders (including LS Power) rights to nominate up to five directors while beneficial ownership thresholds are met; Chair may be a nominee of principal stockholders under certain conditions .
- Related-party structures: Tax Receivable Agreement (TRA) with LS Power entities provides 85% of cash tax savings realized to Holdings/assignees; OpCo redemption/exchange mechanics maintain dual-class and controlled governance structure .
Expertise & Qualifications
- Energy infrastructure operator/investor: CEO of LS Power, extensive leadership in power generation, transmission, and renewables .
- Capital markets and hedge fund experience: Founded and led Luminus Management investing across energy and utilities .
- Education: B.S. Bio-Chemical Engineering, Rutgers; early M&A training at Smith Barney .
Equity Ownership
Beneficial ownership as of March 20, 2025 (Record Date):
| Holder | Class A Shares | Class B Shares | Combined Voting Power |
|---|---|---|---|
| Paul Segal | — | — | — |
Context:
- LS Power controls a majority of voting power via 172,800,000 Class B shares held through EVgo Holdings LLC; Member Holdings/LS Power entities collectively hold 58.3% combined voting power as of Record Date .
- Stock ownership policy requires non-employee directors to hold stock valued at 5× annual cash retainer; compliance deadlines by April 18, 2028 or fifth anniversary of becoming subject. Prohibitions on hedging, margin, and pledging apply to directors .
Governance Assessment
- Alignment: Employee director status (LS Power CEO) and zero disclosed personal beneficial holdings at EVgo reduce direct “skin-in-the-game” alignment at the EVgo level; however, LS Power’s controlling stake creates indirect alignment through sponsor objectives .
- Board effectiveness: Segal brings deep sector and capital markets expertise useful for risk oversight and strategy in EV charging infrastructure . Attendance met minimum threshold; not burdened by committee workload .
- Controlled company governance: EVgo operates under Nasdaq “controlled company” exemptions; Board does not have a majority of independent directors. Only three independent directors are identified, and Segal is not among them—limiting minority shareholder protections and increasing reliance on committee independence and policies .
- Conflicts/related-party exposure:
- Nomination Agreement giving principal stockholders robust director nomination rights (including potential Chair designation) is a structural conflict risk for minority holders .
- TRA obligates EVgo to remit 85% of realized cash tax savings to LS Power affiliates; payment magnitude/timing can be material and may be accelerated or exceed realized benefits under certain circumstances, creating incentives that can diverge from minority shareholders’ preferences .
- December 2024 Redemption and Secondary Offering facilitated LS Power liquidity with EVgo issuing Class A shares to redeem OpCo Units, followed by LS Power’s secondary sale; EVgo received no proceeds—another indicator of related-party influence on capital structure decisions .
- Policies mitigating risks:
- Clawback policy adopted per Dodd-Frank rules .
- Insider Trading Policy prohibits hedging/pledging, margin purchases by directors/officers .
- Director equity award cap ($750k/year) embedded in the Long Term Incentive Plan .
- Attendance and engagement: Board met 6 times in 2024; each director attended at least 75% of Board/committee meetings—no low-attendance red flags disclosed for Segal .
- RED FLAGS:
- Controlled company status with limited independent oversight; Segal’s non-independence as LS Power CEO .
- TRA obligations and structured redemption/exchange mechanics benefiting controlling holder (LS Power) .
- Concentrated LS Power interlocks (four directors tied to LS Power) .
Implication: Investors should factor controlled-company governance, TRA economics, and nomination rights into EVgo’s risk/valuation framework. While Segal adds power-sector and capital markets expertise, independence limitations and related-party structures elevate governance risk and require monitoring of capital allocation, equity issuance, and change-in-control outcomes .