Kevin Charlton
About Kevin Charlton
Kevin Charlton (age 59) is an independent director of Evolv Technologies Holdings, Inc. (EVLV) and has served on the Board since July 2021; he currently chairs both the Compensation Committee and the Investment Committee . He previously served as CEO of NewHold Investment Corp I, the SPAC that merged with Evolv in 2021, and is currently CEO of NewHold Investment Corp III (NASDAQ: NHIC), launched in 2025 . Charlton earned a B.S.E. in Aerospace Engineering from Princeton (cum laude), an M.S. in Aerospace Engineering (with Distinction) from the University of Michigan, and an MBA (with Honors) from Northwestern’s Kellogg School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NewHold Investment Corp I (NHIC) | Chief Executive Officer | Until 2021 merger with Evolv | Led SPAC that combined with Evolv; SPAC sponsor arrangements governed by insider and registration rights agreements |
| NewHold Enterprises LLC | Co-Chairman | Since 2017 | Principal investing leadership |
| JPMorgan; Investcorp; Macquarie | Principal investing roles | Not disclosed | PE/investing experience across firms |
| McKinsey & Company | Consultant | Not disclosed | Strategy/operations advisory |
| NASA Headquarters | Role not specified | Not disclosed | Early career in public sector |
| Give Evolv LLC | Chairman | Disclosed in 2023 proxy | Ancillary leadership role disclosed in prior proxy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NewHold Investment Corp III (NASDAQ: NHIC) | Chief Executive Officer | 2025–present | Public SPAC; launched in 2025 |
| American AllWaste (private) | Chairman | Since May 2018 | Private environmental services company |
| Spirit Realty Capital (NYSE: SRC) | Director | Sep 2012–Jan 2024 | Prior public company board service |
| Various | Director | Not disclosed | Has served on six public and 25+ private company boards |
Board Governance
- Independence: The Board determined Mr. Charlton is independent under Nasdaq rules .
- Leadership and structure: EVLV has an independent Chair (Neil Glat); committees are fully independent .
- Committee assignments (2024–2025): Charlton chairs Compensation and Investment Committees .
- Committee activity (2024): Compensation Committee met 4 times; Investment Committee met 4 times .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2024 .
- Executive sessions and policies: Company holds regular executive sessions; anti-hedging/pledging policy applies to directors .
| Committee | Role |
|---|---|
| Compensation | Chair |
| Investment | Chair |
| Audit | Not listed as a member |
| Nominating & Corporate Governance | Not listed as a member |
Fixed Compensation
Policy and actual compensation for non-employee directors:
| Component (USD) | Policy | 2023 | 2024 |
|---|---|---|---|
| Board retainer (cash) | $40,000 annual | — | — |
| Committee Chair – Compensation | $12,000 | — | — |
| Committee Chair – Investment | $10,000 | — | — |
| Annual equity grant (RSU value) | $155,000; vests in full at ~1 year; accelerates at change-in-control | $144,996 (grant-date FV) | $154,998 (grant-date FV) |
| Cash fees actually paid to Charlton | — | $40,709 | $62,000 |
| Total compensation (Charlton) | — | $185,705 | $185,705 |
Notes:
- Based on his roles (Board member + Comp Chair + Investment Chair), policy cash retainer equals $62,000, aligning with amounts earned in 2024 .
Performance Compensation
Directors receive time-based RSUs; no performance metrics apply to director equity awards.
| Equity Award | 2023 | 2024 | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs (Charlton) | 25,846 RSUs; $144,996 FV | 54,195 RSUs; $154,998 FV | Vests in full at ~1 year or before next annual meeting; accelerates upon change in control | None (time-based RSUs per director policy) |
Other Directorships & Interlocks
- SPAC linkage: Former CEO of NHIC (SPAC that merged with Evolv); currently CEO of NHIC III (NASDAQ: NHIC) .
- Registration rights: Charlton is a party to EVLV’s Amended and Restated Registration Rights Agreement from the 2021 business combination (customary rights; expenses/indemnities described) .
- Founder shares: The amended and restated insider letter set founder share vesting for Sponsor/Insiders; founders explicitly named include Ellenbogen and Chitkara (not Charlton) .
Expertise & Qualifications
- Deep principal investing and board experience (six public and 25+ private boards); prior roles at JPMorgan, Investcorp, Macquarie .
- Engineering and analytical background (Princeton B.S.E.; Michigan M.S.) and MBA from Kellogg; prior McKinsey and NASA experience .
- Compensation governance experience as current Compensation Committee Chair .
Equity Ownership
| As-of Date | Beneficially Owned Shares | % of Class A Outstanding | Notes/Breakdown |
|---|---|---|---|
| April 2, 2024 | 306,846 | * (<1%) | Includes 281,000 shares held and 25,846 RSUs vesting within 60 days |
| April 21, 2025 | 361,041 | * (<1%) | As reported in Security Ownership table |
- Director stock ownership guidelines: 5x annual board cash retainer; as of April 21, 2025, each non-employee director was compliant or had time to comply .
- Anti-hedging/pledging: Prohibited for directors under Insider Trading Compliance Policy .
Governance Assessment
-
Strengths
- Independent director; Board confirms independence status .
- Chairs Compensation and Investment Committees; Compensation Committee retains independent consultant (FW Cook) .
- Shareholder-responsive: Following ~78% Say-on-Pay support in 2024, the Compensation Committee (chaired by Charlton) enhanced performance-based equity, disclosure, and metrics in 2025 .
- Clear ownership alignment mechanisms: annual director RSUs and 5x retainer ownership guidelines .
-
Areas to monitor / potential conflict considerations
- SPAC affiliations: Former CEO of NHIC (the SPAC that merged with Evolv) and current CEO of NHIC III; also a party to EVLV’s registration rights agreement—standard but notable for interlock/optics given his leadership of Investment and Compensation Committees .
- Oversight environment: Company underwent an internal investigation and restatement in 2024; Board reports corrective actions, leadership changes, and enhanced controls .
-
Engagement and attendance
- Directors (including Charlton) met or exceeded the 75% attendance guideline in 2024; committees active (Comp: 4; Investment: 4) .
-
Policy safeguards
- Robust anti-hedging/pledging policy; independent Chair; fully independent key committees; enhanced clawback policy adopted in January 2025 .