EVgo Inc 8-K, filed Dec 11, 2025
EVgo Inc. (EVGO)
About this 8-K
EVgo Inc filed this 8-K on December 11, 2025, reporting on events of December 8, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 8, 2025, the Board of Directors (the “Board”) of EVgo Inc., a Delaware corporation (the “Company”), appointed Mr. Keefer Lehner to succeed Mr. Paul Dobson in the role of Chief Financial Officer, Principal Accounting Officer and Principal Financial Officer (the “Chief Financial Officer”), in each case effective as of January 12, 2026 (the “Transition Date”). Mr. Dobson, the Company’s current Chief Financial Officer, is expected to provide transitional consulting services to the Company as a senior advisor from the Transition Date through March 5, 2026 (the “Consulting Period”) in order to facilitate a smooth and orderly transition of his responsibilities.
Chief Financial Officer Appointment
Mr. Lehner, age 40, has nearly 20 years’ experience in finance, accounting, capital markets and strategic and operational leadership across the energy and infrastructure sectors. Mr. Lehner joins the Company from KLX Energy Services Holdings Inc. (“KLX”), a NASDAQ-listed provider of diversified energy services where he has served as the Executive Vice President and Chief Financial Officer since July 2020. He joined KLX following its merger with QES Inc. (“QES”), where he served as Executive Vice President and Chief Financial Officer from its formation in 2017 until July 2020. Prior to QES, Mr. Lehner held various leadership roles at Quintana Capital Group, a family of energy-focused private equity funds, where he was responsible for sourcing, executing and managing investments across the energy value chain. Mr. Lehner began his career in the investment banking division of Simmons & Company International, advising public and private energy and infrastructure clients on mergers and acquisitions, capital markets and strategic transactions. Mr. Lehner attended Villanova University, where he earned a B.S.B.A. in Finance.
In connection with his appointment, on December 8, 2025, (the “Agreement Date”), Mr. Lehner entered into an at-will employment agreement with EVgo Services LLC, an affiliate of the Company (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Lehner will receive an annual base salary of $470,000 and will be eligible for an annual bonus based on a target bonus opportunity of 75% (up to a maximum of 112.5%) of Mr. Lehner’s annual base salary, as may be otherwise approved or changed by the Board based upon Mr. Lehner’s performance and the achievement of certain objectives of EVgo Services LLC.
Mr. Lehner will also receive a lump sum cash signing bonus of $400,000 (the “Signing Bonus”), payable within 30 days of the Transition Date; provided that, Mr. Lehner will be required to repay a pro rata portion of the Signing Bonus if, prior to the one year anniversary of the Transition Date, Mr. Lehner terminates his employment without “good reason” (as defined in the Employment Agreement) or the Company terminates Mr. Lehner’s employment for “cause” (as defined in the Employment Agreement).
Mr. Lehner will also receive a one-time equity grant on or as soon as reasonably practicable following the Transition Date under the EVgo Inc. 2021 Long Term Incentive Plan (the “LTIP”) in the form of performance-based restricted stock units (“PSUs” ) with a target value of $200,000 (with the number of shares underlying the award based on the volume-weighted average price per share of the Company’s Class A common stock (“VWAP”) over the 15 trading day period preceding the Agreement Date). The PSUs will be divided into three equal tranches. Each tranche is subject to both a time condition and a performance condition, with (i) the time condition being satisfied in three equal installments on each of the first three anniversaries of the date of grant, subject to Mr. Lehner’s continued employment on such date, and (ii) the performance condition being satisfied upon the Company achieving a target share price of Class A common stock (tranche one is $6 per share, tranche two is $8 per share and tranche three is $10 per share, in each case calculated using a 15 trading day VWAP) at any time on or before the fifth anniversary of the date of grant, subject to Mr. Lehner’s continued employment on such date.
Mr. Lehner will also receive a one-time equity grant on or as soon as reasonably practicable following the Transition Date under the LTIP in the form of restricted stock units (“RSUs”) with a target value of $100,000 (with the number of shares underlying the award based on the Company’s VWAP over the 15 trading day period preceding the Agreement Date). The one-time grant of RSUs will vest in full on the first anniversary of the date of grant, subject to Mr. Lehner’s continued employment through such date.
As soon as reasonably practicable following the Start Date, Mr. Lehner will also receive an additional grant of (i) RSUs under the LTIP, on terms consistent with awards of RSUs granted to other senior members of management, with a target value of $650,000, with the number of shares underlying the RSUs being based on the VWAP over the period established by the Board for the Company’s annual equity incentive awards to other executive officers for fiscal year 2026, and (ii) PSUs under the LTIP, on terms and performance metrics consistent with awards of PSUs to other senior members of management, valued at $650,000, with the number of shares underlying the PSUs in such grant being based on the VWAP over the period established by the Board for the Company’s annual equity incentive awards to other executive officers for fiscal year 2026.
Additionally, Mr. Lehner will be eligible to participate in all employee benefit programs for which the Company’s senior executive employees are generally eligible during the term of his employment, including participation in the Company’s Executive Change in Control and Severance Plan (the “Change in Control Plan”) on the same terms as in effect immediately prior to his appointment as Chief Financial Officer. The Company’s Change in Control Plan is set forth as Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed on March 6, 2024.
Pursuant to the Change in Control Plan, in the event that, within the period beginning on the date that is three months prior to a “change in control” and ending on the date that his twelve months following such change in control, Mr. Lehner’s employment is terminated either by Mr. Lehner for “good reason,” or by EVgo Services LLC other than for “cause,” death or “disability” (as such terms are defined in the Change in Control Plan), Mr. Lehner is expected to be eligible to receive the following benefits, provided he timely signs and does not revoke a separation agreement and release of claims in the Company’s favor (a “Release”) and otherwise complies with the terms of the Change in Control Plan: (i) cash severance payments equal to 100% of the sum of his base salary and target bonus, (ii) full acceleration of each then-outstanding time-based Company equity award, and pro rata acceleration of each then-outstanding performance-based Company equity award based on target performance and (iii) payment of the employer-portion of the premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for continued medical coverage for up to 12 months for Mr. Lehner and his eligible dependents. If any of the amounts provided for under the Change in Control Plan or otherwise would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and could be subject to the related excise tax, Mr. Lehner would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to him.
Under the Employment Agreement, if Mr. Lehner’s employment is terminated without “cause” or he resigns for “good reason” (each as defined in the Employment Agreement”), then, subject to him signing and delivering a Release and satisfying certain other terms and conditions set forth in the Employment Agreement, Mr. Lehner will be entitled to receive the following severance benefits: (i) an amount equal to 12 months’ base salary and target annual bonus, paid over the 12 months following such termination of employment in accordance with regular payroll practices, (ii) an amount equal to his target annual bonus for the year of termination prorated based on the number of full months he was employed during the year of termination and (iii) reimbursement of the employer-portion of COBRA premiums for continued medical coverage for Mr. Lehner and his eligible dependents for 12 months, or if such benefit cannot be provided without violating applicable law, a lump sum cash payment equal to the aggregate amount of such premium payments. In addition, any then-outstanding equity awards subject solely to service-based vesting conditions (including any awards for which the performance condition has been satisfied) held by Mr. Lehner would accelerate and become vested with respect to the number of shares that would have vested on the next regularly scheduled vesting date had Mr. Lehner continued in service, on such date, multiplied by a fraction (x) the numerator of which is the number of completed months in which Mr. Lehner remained in continuous service since the last vesting date (or, if no portion of the award has vested, since the grant date) and (y) the denominator of which is 12.
In addition, if prior to the Transition Date the Board determines that Mr. Lehner has engaged in any activity that would constitute cause or that could otherwise bring financial or reputational harm or damage to the Company or EVgo Services LLC, the Employment Agreement shall be void, and there will be no further obligations to Mr. Lehner under the Employment Agreement.
The Employment Agreement prohibits Mr. Lehner from competing with the Company or its affiliates or soliciting any customers or employees, in each case during the term of his employment and continuing for a period of 12 months following any termination of employment.
The description of the Employment Agreement in this Current Report on Form 8-K is a summary of, and is qualified in its entirety by reference to, the terms of the Employment Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
In connection with his appointment as Chief Financial Officer, Ms. Lehner will enter into to the Company’s standard form of indemnification agreement for its executive officers, which requires the Company, among other things, to indemnify its executive officers against liabilities that may arise by reason of their status or service and to advance all expenses incurred by executive officers in investigating or defending any action, suit or proceeding. The foregoing description is qualified in its entirety by the full text of the Company’s form of indemnification agreement, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 8, 2021, and which is incorporated by reference herein.
There is no arrangement or understanding between Mr. Lehner and any other person pursuant to which Mr. Lehner has been appointed as Chief Financial Officer. There are no family relationships between Mr. Lehner and any of the Company’s other directors or executive officers or persons nominated or chosen by the Company to become a director or executive officer, and Mr. Lehner is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Paul Dobson Departure and Consulting Arrangement
On December 9, 2025, the Company and Mr. Dobson entered into a transition agreement (the “Transition Agreement”) pursuant to which Mr. Dobson will receive the severance payments and benefits set forth in his employment agreement with EVgo Services LLC (which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 19, 2024) (the “Dobson Employment Agreement”) for a separation without Cause (as defined in the Dobson Employment Agreement), subject to his execution and non-revocation of general releases of claims in favor of the Company on the effective date of the Transition Agreement and the Transition Date.
Mr. Dobson will be paid at a rate of $15,000 per month during the Consulting Period for the provision of transition services. None of Mr. Dobson’s equity awards will continue to vest during the Consulting Period. Mr. Dobson’s separation from the Company is not the result of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices, including the Company’s accounting principles and practices and internal controls.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by references to the full text of the Transition Agreement, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release announcing the leadership transition and related matters is attached hereto as Exhibit 99.1.
The information furnished herewith pursuant to this Item 7.01 of this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 10.1* | Employment Agreement dated December 8, 2025 by and between EVgo Services LLC and Keefer Lehner. |
| 10.2* | Transition Agreement dated December 9, 2025 by and among EVgo Inc., EVgo Services LLC and Paul Dobson. |
| 99.1* | Press Release issued by EVgo Inc. on December 11, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| + Indicates management contract or compensatory plan. | |
| * Filed herewith. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EVgo Inc. | ||
| Date: December 11, 2025 | By: | /s/ Francine Sullivan |
| Name: | Francine Sullivan | |
| Title: | Chief Legal Officer and EVP, Corporate Development | |
Exhibit 10.1
EMPLOYMENT AGREEMENT
BETWEEN
EVGO SERVICES LLC
AND
KEEFER LEHNER
December 8, 2025
| TABLE OF CONTENTS | ||
| Page | ||
| Section 1. | Employment | 2 |
| Section 2. | Position and Duties | 2 |
| Section 3. | Compensation and Benefits | 3 |
| Section 4. | Term | 5 |
| Section 5. | Executive’s Representations | 9 |
| Section 6. | Deferred Compensation Matters | 9 |
| Section 7. | Non-Compete and Non-Solicitation | 11 |
| Section 8. | Confidential Information, Inventions and Intellectual Property Rights | 12 |
| Section 9. | Enforcement | 13 |
| Section 10. | Survival | 13 |
| Section 11. | Notices | 13 |
| Section 12. | Severability | 14 |
| Section 13. | Complete Agreement | 14 |
| Section 14. | No Strict Construction | 14 |
| Section 15. | Counterparts | 14 |
| Section 16. | Successors and Assigns | 14 |
| Section 17. | Choice of Law | 15 |
| Section 18. | Amendment and Waiver | 15 |
| Section 19. | Withholding | 15 |
| Section 20. | Consent to jurisdiction | 15 |
| Section 21. | Waiver of jury trial | 16 |
| Section 22. | Corporate Opportunity | 16 |
| Section 23. | Executive’s Cooperation | 16 |
| Section 24. | Company Policies | 16 |
EVGO SERVICES LLC
EMPLOYMENT AGREEMENT
THIS AGREEMENT (“Agreement”) is made as of December 8, 2025 (the “Effective Date”) between EVgo Services LLC, a Delaware limited liability company (and any successor thereto, the “Company”), and Keefer Lehner (“Executive”) to reflect Executive’s role of Chief Financial Officer of EVgo Inc. (the “Parent”).
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Employment. The Company shall employ Executive beginning on or about January 12, 2026, (the “Start Date”). Executive hereby accepts employment with the Company upon the terms and conditions set forth in this Agreement for the period beginning on the Start Date and ending as provided in Section 4 (the “Employment Period”).
Section 2. Position and Duties.
| (a) | During the Employment Period, Executive shall serve as the Parent’s Chief Financial Officer (the “CFO”) and shall have the normal duties, responsibilities, functions and authority of the CFO, subject to the power and authority of the board of directors of EVgo Inc. (the “Board”) and the Chief Executive Officer (“CEO”) to expand or limit such duties, responsibilities, functions and authority generally consistent with Executive’s position as CFO. During the Employment Period, Executive shall render such executive and managerial services to Parent, the Company and its Subsidiaries (collectively, the “Company Group”) which are consistent with Executive’s position, and as the Board and the CEO may from time to time direct. |
| (b) | During the Employment Period, Executive shall report to the CEO and shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company Group. Executive shall perform Executive’s duties, responsibilities and functions for the Company Group hereunder to the best of Executive’s abilities in a diligent, trustworthy, legal, professional and efficient manner and shall comply with the Company Group’s policies and procedures in all material respects. In performing Executive’s duties and exercising Executive’s authority under the Agreement, Executive shall support and implement the business and strategic plans approved from time to time by the Board and shall support and cooperate with the Company Group’s efforts to expand their businesses and operate profitably and in conformity with the business and strategic plans approved by the Board. Company shall employ Executive, and Executive agrees to work for the Company as its Chief Financial Officer remotely and shall require travel, including to the Company’s office in Los Angeles, CA. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services for compensation for, any other person or entity (other than as set forth on Schedule A) without the prior written consent of the CEO; provided, that Executive may serve as an officer or director of, or otherwise participate in, solely educational, welfare, social, religious, not-for-profit and civic organizations so long as such activities do not individually or in the aggregate interfere with Executive's employment with the Company Group or raise a conflict of interest under the Company’s conflict of interest policies. |
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Section 3. Compensation and Benefits.
| (a) | During the Employment Period, Executive’s base salary shall be $470,000 per annum (the “Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices in effect from time to time. In addition, during the Employment Period, Executive shall be entitled to participate in all of the Company’s employee benefit programs for which executive officers of the Company Group are generally eligible, including vacation and paid time off, in accordance with the terms and conditions of the applicable plans and policies. |
| (b) | During the Employment Period, the Company shall reimburse Executive for all reasonable business expenses incurred by Executive while performing Executive’s duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses subject to the Company’s requirements with respect to reporting and documentation of such expenses. |
| (c) | Executive shall be eligible to receive an annual incentive payment (the “Bonus Amount”) based on a target bonus opportunity of 75% of Base Salary (up to a maximum of 112.5% of Base Salary) based upon Executive’s performance against certain objectives as determined by the CEO and the Company’s achievement of certain objectives as determined by the Board (the “Incentive Targets”) or as otherwise approved or changed by the Board from time to time. The Bonus Amount, if any, shall be paid to Executive within 30 days after the Board or the compensation committee of the Board (the “Compensation Committee”) determines whether and to what extent Incentive Targets were achieved, but no later than March 15 following the end of the calendar year for which the Bonus Amount, if any, was earned. |
| (d) | The Company shall pay executive a lump sum cash signing bonus of $400,000 (the “Signing Bonus”) within thirty (30) days following the Start Date; provided that, Executive shall repay a pro rata portion of the Signing Bonus if, prior to the one year anniversary of the Start Date, Executive terminates Executive’s employment without Good Reason (as defined below) or the Company terminates Executive’s employment for Cause (as defined below). |
| (e) | Executive will receive a one-time equity grant on or as soon as reasonably practicable following the Start Date under the EVgo Inc. 2021 Long Term Incentive Plan (the “LTIP”) in the form of restricted stock units (“RSUs”) valued at $100,000 (with the number of shares based on the 15-day trading day volume-weighted average price per share (“VWAP”) preceding the Effective Date). The one-time grant of RSUs will fully vest on the first anniversary of the date of grant, subject to Executive’s continued employment through such date. |
| (f) | Executive will receive a one-time equity grant on or as soon as reasonably practicable following the Start Date under the LTIP in the form of performance-based restricted stock units (“PSUs) valued at $200,000 (with the number of shares based on the 15-day trading day VWAP preceding the Effective Date). The one-time grant of PSUs will vest subject to satisfaction of a time condition and a performance condition as follows: |
| (i) | 1/3rd. of the PSUs (i.e., PSUs valued at $66,666.67 (with the number of shares based on the 15-day VWAP preceding the Effective Date)) will vest subject to satisfaction of both a time and performance condition, with the time condition being satisfied in three equal installments on each of the first three anniversaries of the date of grant and the performance condition being satisfied subject to EVgo Inc. achieving a target share price of $6 per share (calculated on a 15-trading day VWAP) at any time during the performance period by no later than the fifth anniversary of the date of grant, subject to Executive’s continued employment through the satisfaction of the time condition and the performance condition, respectively. |
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| (ii) | 1/3rd. of the PSUs (i.e., PSUs valued at $66,666.67 (with the number of shares based on the 15-day VWAP preceding the Effective Date)) will vest subject to satisfaction of both a time and performance condition, with the time condition being satisfied in three equal installments on each of the first three anniversaries of the date of grant and the performance condition being satisfied subject to EVgo Inc. achieving a target share price of $8 per share (calculated on a 15-trading day VWAP) at any time during the performance period by no later than the fifth anniversary of the date of grant, subject to Executive’s continued employment through the satisfaction of the time condition and the performance condition, respectively. |
| (iii) | 1/3rd. of the PSUs (i.e., PSUs valued at $66,666.66 (with the number of shares based on the VWAP preceding the Effective Date)) will vest subject to satisfaction of both a time and performance condition, with the time condition being satisfied in three equal installments on each of the first three anniversaries of the date of grant and the performance condition being satisfied subject to EVgo Inc. achieving a target share price of $10 per share (calculated on a 15-trading day VWAP) at any time during the performance period by no later than the fifth anniversary of the date of grant, subject to Executive’s continued employment through the satisfaction of the time condition and the performance condition, respectively. |
The PSUs will be subject to approval by the Board and to the terms of definitive documentation governing the award and the terms of the LTIP.
| (g) | For 2026, on or as soon as reasonably practicable following the Start Date, Executive will also receive an additional grant of (i) RSUs under the LTIP, on terms consistent with awards of restricted stock units issued to other senior members of management, valued at $650,000, with (i) the number of shares underlying the restricted stock units in such grant being based on the VWAP over the period established by the Board for the Company’s annual equity incentive awards to other executive officers for fiscal year 2026, and (ii) PSUs under the LTIP, on terms consistent with awards of performance based stock units issued to other senior members of management, valued at $650,000, with the number of shares underlying the performance based stock units in such grant being based on the VWAP over the period established by the Board for the Company’s annual equity incentive awards to other executive officers for fiscal year 2026. Executive will be eligible for awards under the LTIP in future years as determined by the Board or the Compensation Committee of the Board. The restricted based stock units and performance based stock units will be subject to approval by the Board and to the terms of definitive documentation governing the award and the terms of the LTIP. |
| (h) | All amounts payable to Executive as compensation hereunder shall be subject to all required and customary withholding by the Company Group. |
| (i) | Nothing in this Agreement supersedes or overrides Executive’s ability to participate in the Company’s Change in Control and Severance Plan (the “CIC Plan”) or be party to a Participation Agreement thereunder (“Participation Agreement”). Following the Start Date, Executive is expected to be a participant under the CIC Plan and receive a Participation Agreement and be wholly subject to the terms and conditions of the CIC Plan and Participation Agreement. |
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Section 4. Term.
| (a) | The Employment Period shall begin on the Start Date and terminate (any such termination, a “Separation”) on the earliest to occur of Executive’s (i) resignation with or without Good Reason, (ii) death or Disability or (iii) termination by the Company at any time (with or without Cause). Except as otherwise permitted or provided herein, any termination of the Employment Period by the Company shall be effective as of the date specified in a written notice from the Company to Executive. In the event that, prior to the Start Date, (i) the Board determines that Executive has engaged in any activity that would constitute “Cause” or that could otherwise bring financial or reputational harm or damage to Executive or the Company or the Board determines that it is not in the best interests of the Company for Executive to commence employment with the Company due to Executive’s death or Disability, this Agreement shall be void ab initio |
| (b) | If the Employment Period is terminated by the Company without Cause or upon Executive’s resignation with Good Reason, Executive shall only be entitled to receive Executive’s Base Salary and employee benefits through the date of such termination or resignation, including any portion of a Bonus Amount earned but unpaid for any previously ended fiscal year as provided in Section 3(c) that would have payable to Executive if the Employment Period had not been so terminated, and Executive shall not be entitled to any other salary, bonus, compensation or benefits from the Company Group thereafter, except as follows: |
| (i) | (x) if and only if Executive has executed and delivered to the Company a general release, in the form annexed as Exhibit A hereto or in a substantially similar form as approved by the Board from time to time (the “General Release”), and the General Release has become effective and is no longer subject to revocation, and only so long as Executive has not revoked or breached the provisions of the General Release and does not apply for unemployment compensation chargeable to the Company Group during the Severance Period, and |
(y) subject to the terms and conditions of Section 6, and
(z) subject to Executive complying with the terms of Section 7 and Section 8 of this Agreement, Executive shall be entitled to receive:
| (1) | an amount equal to the sum of 12 months of Executive’s Base Salary then in effect and Executive’s target Bonus Amount, payable in regular installments in accordance with the Company’s regular payroll practices, as special severance payments from the date of such termination over a period of 12 months after the date of such termination without Cause or resignation with Good Reason (the “Severance Period”); |
| (2) | an amount equal to Executive’s target Bonus Amount for the year of termination pro-rated based on the number of full months for which Executive was employed by the Company during such year, payable in a lump sum on the 60th day following termination of the Employment Period; |
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| (3) | Subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall directly pay, or reimburse Executive for the premium for Executive and Executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the 12-month anniversary of the date of termination and (B) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under Executive’s new employer’s plan(s). Notwithstanding the foregoing, if the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments.; |
| (4) | with respect to each of Executive’s equity awards from Parent that are outstanding as of immediately prior to the termination date and that vest solely based on achieving certain service-based vesting requirements (each such award, a “Service-Based Equity Award”), and unless otherwise provided in the applicable award agreement governing such award, vesting acceleration as to a number of unvested shares underlying such Service-Based Equity Award equal to the product (rounded to the nearest whole share) of: (i) the total number of then-unvested shares underlying such Service-Based Equity Award that are scheduled to vest on the next vesting date under the applicable award agreement governing such Service-Based Equity Award had Executive remained continuously employed by the Company Group through such vesting date multiplied by (ii) a fraction, (A) the numerator of which is the number of completed months in which Executive remained continuously employed by the Company Group since the last vesting date (or, if no portion of the Service-Based Equity Award has vested, since the grant date of such Service-Based Equity Award) and (B) the denominator of which is 12; and with respect to each of Executive’s equity awards from Parent that are outstanding as of immediately prior to the termination date and for which the performance-based vesting requirements, but not the service-based vesting requirements, have been satisfied as of the termination date (each, an “Eligible PSU” and such award, a “Performance-Based Equity Award”), and unless otherwise provided in the applicable award agreement governing such award, vesting acceleration as to a number of Eligible PSUs equal to the product (rounded to the nearest whole share) of: (i) the total number of Eligible PSUs that are scheduled to vest on the next vesting date under the applicable award agreement governing such Performance-Based Equity Award had Executive satisfied the applicable service-based condition set forth in that award agreement continuously through such vesting date multiplied by (ii) a fraction, (A) the numerator of which is the number of completed months in which Executive continuously satisfied the applicable service condition since the last vesting date (or, if no portion of such Performance-Based Equity Award has vested, since the grant date of such Performance-Based Equity Award) and (B) the denominator of which is 12. Unless otherwise determined by the Board, all other then-unvested shares underlying the Performance-Based Equity Awards (including any other unvested shares or units) will terminate upon the date Executive first fails to satisfy the applicable service-based condition set forth in that award agreement, and Executive will have no further rights with respect to such Performance-Based Equity Awards or the underlying shares. For the avoidance of doubt, any shares underlying the Performance-Based Equity Awards for which the performance condition has not been met as of the date of termination will be forfeited and Executive will have no further rights with respect to such Performance-Based Equity Awards or such underlying shares. |
| (ii) | Except as provided in Section 4(b)(i), Executive shall not be entitled to any other salary, compensation or benefits after termination of the Employment Period, except as otherwise specifically provided for under the Company’s employee benefit plans or as expressly required by applicable law. |
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| (c) | If the Employment Period is terminated pursuant to clause (a)(ii) above due to Executive’s death or Disability, Executive shall be entitled to receive Executive’s Base Salary through the date of such termination, including any portion of a Bonus Amount earned but unpaid for any previously ended fiscal year as provided in Section 3(c) that would have been payable to Executive if the Employment Period had not been so terminated. Executive shall not be entitled to any other salary, compensation or benefits from the Company Group thereafter, except as otherwise specifically provided for under the Company’s employee benefit plans or as expressly required by applicable law. |
| (d) | If the Employment Period is terminated by the Company for Cause or is terminated pursuant to clause (a)(i) above due to Executive’s resignation without Good Reason, Executive shall only be entitled to receive Executive’s Base Salary and employee benefits through the date of such termination and shall not be entitled to any other salary, compensation or benefits from the Company Group thereafter and any unvested equity awards will be forfeited, except as otherwise specifically provided for under the Company’s employee benefit plans or as expressly required by applicable law. |
| (e) | Except as otherwise expressly provided in this Agreement, all of Executive’s rights to salary, bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after the termination of the Employment Period shall cease upon such termination or expiration, other than those expressly required under applicable law (such as COBRA). Nothing contained herein is intended to limit or otherwise restrict the availability of any COBRA benefits to Executive required to be provided pursuant to Section 601 of Title I of the Employee Retirement Income Security Act of 1974 and Section 4980B of the Internal Revenue Code (the “Code”). Except as otherwise provided in Section 6, the Company may offset any amounts Executive owes the Company Group against any amounts the Company Group owes Executive hereunder. |
| (f) | “Cause” shall mean with respect to Executive one or more of the following: (i) the conviction of a felony or other crime involving moral turpitude; (ii) the commission of any act or omission involving dishonesty, disloyalty or fraud, including with respect to the Company Group or any of their customers or suppliers; (iii) reporting to work under the impairment of alcohol or drugs, or the use of illegal drugs (whether or not at the workplace) or other conduct causing the Company Group substantial public disgrace or disrepute or substantial economic harm; (iv) willful failure to perform any material duties as reasonably directed by the Board; (v) willful act or omission aiding or abetting a competitor, of the Company Group whether or not resulting in a disadvantage or detriment to the Company Group; (vi) willful breach of any duty, gross negligence, or willful misconduct with respect to the Company Group; or (vii) any other willful and material breach of this Agreement or any material violation of written Company policies. |
| (g) | “Disability” shall mean Executive’s inability to perform the essential duties, responsibilities and functions of Executive’s position with the Company Group for a period of 90 consecutive days or for a total of 180 days during any 12-month period as a result of any mental or physical illness, disability or incapacity even with reasonable accommodations for such illness, disability or incapacity provided by the Company Group or if providing such accommodations would be unreasonable, all as determined by the Board in its reasonable good faith judgment; provided, that if any such Disability would not be a “disability” within the meaning of Code Section 409A, no payment shall be made hereunder as a result of any such Disability that would be deferred compensation for purposes of Code Section 409A. Executive shall cooperate in all respects with the Company if a question arises as to whether Executive has become disabled (including submitting to reasonable examinations by one or more medical doctors and other health care specialists and authorizing such medical doctors and other health care specialists to discuss Executive’s condition with the Company). |
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| (h) | “Good Reason” shall mean if Executive resigns from employment with the Company Group prior to the end of the Employment Period as a result of one or more of the following reasons: (i) a material reduction of Executive’s duties, authorities, or responsibilities relative to Executive’s duties, authorities, or responsibilities in effect immediately prior to the reduction; (ii) a reduction by the Company in Executive’s Base Salary or annual target bonus amount; provided, however, that, a reduction of annual base salary or annual target bonus amount that also applies to substantially all other similarly situated employees of the Company Group and that does not exceed 10%, will not constitute “Good Reason”; (iii) a material change in the geographic location of Executive’s primary work facility or location by more than 40 miles from Executive’s then present primary work facility or location (unless the change in primary work facility or location is caused by Executive’s voluntary change of residence); or (iv) failure of a successor corporation to assume the obligations under this Plan or Executive’s Participation Agreement. In order for the termination of Executive’s employment with the Company to be for Good Reason, Executive must not terminate employment without first providing written notice to the Company of the acts or omissions constituting the grounds for “Good Reason” within 60 days of the initial existence of the grounds for “Good Reason” and the Company must have failed to cure such events, to the extent curable, within 30 days following receipt of such notice (the “Cure Period”) and Executive must terminate Executive’s employment within 30 days following the end of the Cure Period. |
| (i) | “Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof. |
| (j) | “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof, or (iii) the management is otherwise controlled directly or indirectly, through one or more intermediaries, by such Person. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company. |
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Section 5. Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (ii) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person, business or entity or any agreement or contract requiring Executive to assign inventions to another party, (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms, and (iv) Executive is not subject to any pending, or to Executive’s knowledge any threatened, lawsuit, action, investigation or proceeding, including with respect to Executive’s prior employment or consulting work or the use of any information or techniques of any former employer or contracting party. Executive hereby acknowledges and represents that Executive has had the opportunity to consult with independent legal counsel regarding Executive’s rights and obligations under this Agreement, including Section 7, Section 17, and Section 20, which have been reviewed in full and consented to, and that Executive fully understands the terms and conditions contained herein.
Section 6. Deferred Compensation Matters.
| (a) | It is the intent of the Company and Executive that the payments and benefits under this Agreement shall comply with Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or for any damages for failing to comply with Code Section 409A. |
| (b) | A termination of the Employment Period shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A, and for purposes of any such provision of this Agreement, references to a “termination”, “termination of the Employment Period”, “termination of employment” or similar terms shall mean “separation from service.” |
| (c) | Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination of the Employment Period to be a “specified employee” within the meaning of that term under Code Section 409A, then each of the following shall apply: |
| (i) | With regard to any payment that is considered “non-qualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 6 (whether otherwise payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified herein; and |
| (ii) | To the extent that any benefits to be provided during the Delay Period are considered “non-qualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified in this Agreement. |
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| (d) | To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by Executive of the General Release, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of the termination of the Employment Period. If the General Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply: |
| (i) | To the extent any such cash payments or continuing benefits to be provided are not “non-qualified deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement applied as though such payments commenced immediately upon the termination of the Employment Period, and any payments made after the Release Effective Date shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Employment Period. |
| (ii) | To the extent any such cash payments or continuing benefits to be provided are “non-qualified deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60th) day following the termination of the Employment Period. The first such cash payment shall include all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the termination of the Employment Period, and any payments made after the first such payment shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following the termination of the Employment Period. |
The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this Section 6 during the period of such delay; provided, that Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section 6, the Company may reimburse Executive for the Company’s share of the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, in each case had such benefits commenced immediately upon the termination of the Employment Period. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified in this Agreement.
| (e) | To the extent any reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation” for purposes of Code Section 409A, (i) all such expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) any right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. |
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| (f) | For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the Company’s sole discretion. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “non-qualified deferred compensation” for purposes of Code Section 409A be subject to offset, counterclaim or recoupment by any other amount unless otherwise permitted by Code Section 409A. |
Section 7. Non-Compete and Non-Solicitation.
| (a) | Executive acknowledges and agrees that (i) the business of the Company and its Subsidiaries is conducted in North America (collectively, the “Territory”), (ii) the Company’s and its Subsidiaries’ reputation and goodwill are an integral part of its business success throughout the Territory, (iii) Executive is familiar with certain of the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information (as defined herein) concerning the Company and its affiliates, (iv) Executive’s services are of special, unique and extraordinary value to the Company and its Subsidiaries, and (v) if Executive were to deprive the Company or any of its Subsidiaries of any of such goodwill or in any manner utilizes such reputation and goodwill in competition with the Company or any of its Subsidiaries, the Company will be deprived of the benefits it has bargained for in this Agreement. Accordingly, in order to protect such trade secrets, Confidential Information and goodwill as well as the value of the Company and its Subsidiaries, and as a condition to the Company’s willingness to enter into this Agreement, Executive agrees that, so long as Executive is employed by the Company or any of its Subsidiaries and, solely to the extent that Executive is receiving the severance payments under Section 4(b)(i) of this Agreement, continuing for the period beginning on the date of Executive’s Separation and ending upon the last day in which Executive receives the severance payments under Section 4(b)(i)(z)(1) (the “Non-Compete Period”), Executive shall not, anywhere in the Territory, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business that reasonably purports to compete with the material lines of businesses of the Company or any of its Subsidiaries, as such businesses (x) currently exist or are currently in the active process of development and (y) exist or are in the active process of development during Executive’s employment with the Company or any of its Subsidiaries; provided that, nothing herein shall prohibit Executive from being a passive owner of not more than 1% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no participation in the business of such corporation. |
| (b) | During the Non-Compete Period, Executive shall not directly or indirectly through another person or entity induce or attempt to induce any customer, referral source, supplier, licensee, licensor, franchisee or other business relation of the Company or any of its Subsidiaries to cease doing business with the Company or any of its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any of its Subsidiaries. Executive agrees that, so long as Executive is employed by the Company or any of its Subsidiaries and continuing for the period beginning on the date of Executive’s Separation and ending upon the date that is twelve (12) months following the date of Executive’s Separation, Executive shall not (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof or (ii) hire any person who was an employee of the Company or any of its Subsidiaries within one year prior to the time such employee was hired by Executive (directly or indirectly through another person or entity) provided, that the foregoing shall not restrict the hiring of any person pursuant to a general solicitation that is not directed specifically to any such employee. |
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| (c) | If any portion of the non-compete or non-solicitation agreements within this Agreement are found by a court to be unenforceable under applicable law, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect. This provision shall, in no way, be deemed to render the remainder of this Agreement unenforceable or otherwise invalid. |
Section 8. Confidential Information, Inventions and Intellectual Property Rights.
| (a) | Executive acknowledges that the information, observations and data (including trade secrets) obtained by Executive concerning the business and affairs of the Company Group, whether obtained before or after the Effective Date, (“Confidential Information”) are the property of the Company Group. Executive agrees not to disclose to any person or entity or use for Executive’s own (or other Person’s) purposes any Confidential Information or any confidential or proprietary information of other persons or entities in the possession of the Company Group and its affiliates (“Third Party Information”), without the prior written consent of the Board unless and to the extent that the Confidential Information or Third Party Information becomes generally known to and available for use by the public other than as a result of Executive’s direct or indirect acts or omissions. Executive shall deliver to the Company Group at the termination or expiration of Executive’s employment, or at any other time the Company Group may request, all memoranda, notes, plans, records, reports, computer files, disks and tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to Third Party Information, Confidential Information, Work Product (as defined below) or the business of the Company Group that Executive may then possess or have under Executive’s control. |
| (b) | Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications and copyrightable work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company Group’s actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company Group, whether before or after the Effective Date (“Work Product”), belong to the Company Group. Executive shall promptly disclose such Work Product to the Company Group and, at the Company’s expense, perform all actions reasonably requested by the Company Group (whether during or after Executive’s employment) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). Executive acknowledges that all Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended. |
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| (c) | Executive agrees and recognizes that Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (x) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (z) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Executive files a lawsuit for retaliation for Executive reporting a suspected violation of law, Executive understands that Executive may disclose trade secrets to Executive’s attorney(s) in such lawsuit and use the trade secret information in court proceedings, p provided, that Executive: (i) files any documents containing any trade secret information under seal; and (ii) does not disclose any trade secrets except pursuant to a court order. Further, notwithstanding anything to the contrary contained herein, no provision of this Agreement shall be interpreted so as to impede Executive (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, Congress and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization of the Company to make any such reports or disclosures, and Executive shall not be required to notify the Company that such reports or disclosures have been made. |
Section 9. Enforcement.
If, at the time of enforcement of Section 7 or Section 8 of this Agreement, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because Executive’s services are unique and because Executive has access to Confidential Information and Work Product, the parties hereto agree that the Company Group would suffer irreparable harm from a breach of Section 7 or Section 8 by Executive and that money damages would not be an adequate remedy for any such breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns, in addition to other rights and remedies existing in their favor, shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). If Executive breaches Section 7, Executive shall forfeit any further payments under Section 4(b)(i) and the Severance Period shall be deemed to end immediately on the date of such breach. Executive acknowledges and agrees that the covenants and agreements set forth in this Agreement were a material inducement to the Company to enter into this Agreement and to perform its obligations hereunder, and that the Company would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if Executive breached the provisions of this Agreement. Executive further acknowledges and agrees (i) that due to the proprietary nature of the Company Group’s business, the restrictions set forth in this Agreement are reasonable as to time and scope and are necessary to ensure the preservation, protection and continuity of the business, trade secrets and goodwill of the Company Group and (ii) that Executive has reviewed the provisions of this Agreement, including Section 7, with Executive’s legal counsel and specifically consents to abide by the restrictions set forth in this Agreement, including Section 7.
Section 10. Survival. Section 4 through Section 24, inclusive, shall survive and continue in full force in accordance with their terms notwithstanding the termination of the Employment Period.
Section 11. Notices. Any notice to be given under or by reason of this Agreement shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:
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Notices to Executive: At the most recent address on file with the Company,
Notices to the Company:
EVgo Services LLC
1661 East Franklin Avenue
El Segundo, CA 90245
Attention: Chief Legal Officer
or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered, sent or mailed.
Section 12. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties and shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
Section 13. Complete Agreement.
This Agreement and any other agreements expressly referred to herein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.
Section 14. No Strict Construction.
The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. The use of the word “including” shall mean “including, without limitation.”
Section 15. Counterparts.
This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
Section 16. Successors and Assigns.
This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign Executive’s rights or delegate Executive’s duties or obligations hereunder without the prior written consent of the Company. The Company may assign this agreement to any of its affiliates at any time without consent of Executive.
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Section 17. Choice of Law.
All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction of this Agreement (and all schedules and exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.
Section 18. Amendment and Waiver.
The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Board) and Executive, and except as expressly provided herein, no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including the Company’s right to terminate the Employment Period for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.
Section 19. Withholding.
The Company Group shall be entitled to deduct or withhold from any amounts owing from the Company Group to Executive any federal, state, local or foreign withholding taxes, excise tax or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from the Company Group or Executive’s ownership interest in the Company (including wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity). In the event the Company Group does not make such deductions or withholdings, Executive shall indemnify the Company Group for any such Taxes.
SECTION 20. CONSENT TO JURISDICTION.
EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, THE DELAWARE COURT OF CHANCERY OF THE STATE OF DELAWARE OR ANY OTHER COURT OF THE STATE OF DELAWARE, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH IN THIS AGREEMENT SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN DELAWARE WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS SECTION 20. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
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SECTION 21. WAIVER OF JURY TRIAL.
AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL), THE COMPANY AND EXECUTIVE EACH EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.
Section 22. Corporate Opportunity.
Executive shall submit to the Board all business, commercial and investment opportunities, and all offers presented to Executive or of which Executive becomes aware at any time during the Employment Period, which relate to the business of the Company as it is conducted during the Employment Period (“Corporate Opportunities”). Unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Corporate Opportunities on Executive’s own behalf.
Section 23. Executive’s Cooperation.
During the Employment Period and thereafter, Executive shall cooperate with the Company Group in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company (including Executive being available to the Company for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession).
Section 24. Company Policies.
Executive agrees to abide by the policies, rules, regulations or usages applicable to Executive as established by the Company from time to time and provided to Executive in writing, including any applicable clawback or recoupment policies, minimum shareholding policies, and other policies that may be implemented by the Board from time to time with respect to officers of the Company.
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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first written above.
| EVgo Services LLC | ||
| By: | /s/ Badar Khan | |
| Badar Khan | ||
| Chief Executive Officer | ||
| Keefer Lehner | ||
| By: | /s/ Keefer Lehner | |
[Signature Page to Employment Agreement]
Schedule A
[None.]
EXHIBIT A
GENERAL RELEASE
I, Keefer Lehner, in consideration of and subject to the performance by EVgo Services LLC, a Delaware limited liability company (together with its subsidiaries and EVgo Inc., the “Company”), of its obligations under my employment agreement, effective as of December 8, 2025 (the “Employment Agreement”), do hereby release and forever discharge as of the date hereof the Company, all of its affiliates, and all present and former directors, officers, agents, representatives, employees, partners, members, successors and assigns of the Company, its affiliates and the Company’s direct or indirect owners, including but not limited to EVgo Holdings, LLC (collectively, the “Released Parties”) to the extent provided below.
| 1. | I acknowledge and represent that I have received all payments and benefits that I am entitled to receive (as of the date hereof) by virtue of any employment by the Company. |
| 2. | Except as provided in paragraph 5 below and except for the provisions of the Employment Agreement that expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter- claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including, without limitation, attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”). |
| 3. | I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above. |
| 4. | I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967). |
| 5. | I agree that I am waiving all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever (including, without limitation, reinstatement, back pay, front pay, attorneys’ fees and any form of injunctive relief). Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law (including, without limitation, the right to file an administrative charge or participate in an administrative investigation or proceeding); provided that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. |
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| 6. | In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including, without limitation, those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release. I further agree that in the event I should bring a Claim seeking damages against the Company or any other Released Party, or in the event I should seek to recover against the Company or any other Released Party in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release. |
| 7. | I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any other Released Party or myself of any improper or unlawful conduct. |
| 8. | I agree that I will forfeit all amounts payable by the Company pursuant to Section 4(b) of the Employment Agreement if I challenge the validity of this General Release. I also agree that if I violate this General Release by suing the Company or any other Released Parties, I shall pay all costs and expenses of defending against the suit incurred by the Released Parties (including, without limitation, reasonable attorneys’ fees, and return all payments received by me pursuant to the Section 4(b) of the Employment Agreement). |
| 9. | I agree that this General Release is confidential and agree not to disclose any information regarding the terms of this General Release, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I shall instruct each of the foregoing not to disclose the same to anyone. Notwithstanding anything herein to the contrary, each of the parties (and each affiliate and person acting on behalf of any such party) agree that each party (and each employee, representative, and other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of this transaction contemplated in the Agreement and all materials of any kind (including, without limitation, opinions or other tax analyses) that are provided to such party or such person relating to such tax treatment and tax structure, but solely to the extent necessary to comply with any applicable federal or state securities laws. This authorization is not intended to permit disclosure of any other information including (without limitation) (i) any portion of any materials to the extent not related to the tax treatment or tax structure of this transaction, (ii) the identities of participants or potential participants in the Agreement, (iii) any financial information (except to the extent such information is related to the tax treatment or tax structure of this transaction), or (iv) any other term or detail not relevant to the tax treatment or the tax structure of this transaction. |
| 10. | The non-disclosure provisions in this General Release do not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., any other self-regulatory organization or governmental entity. |
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| 11. | I agree to reasonably cooperate with the Company in any internal investigation, any administrative, regulatory, or judicial proceeding or any dispute with a third party. I understand and agree that my cooperation may include, but not be limited to, making myself available to the Company for interviews and factual investigations; appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company pertinent information; and turning over to the Company all relevant documents which are or may come into my possession. |
| 12. | I agree not to disparage the Company’s past and present investors, officers, directors or employees or its affiliates and to keep all confidential and proprietary information about the past or present business affairs of the Company and its affiliates confidential unless a prior written release from the Company is obtained. I further agree that as of the date hereof, I have returned to the Company any and all property, tangible or intangible, relating to the Company’s business, which I possessed or had control over at any time (including, but not limited to, company-provided credit cards, building or office access cards, keys, computer equipment, manuals, files, documents, records, software, customer data base and other data) and that I shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer data base or other data. |
| 13. | Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Employment Agreement after the date hereof. |
| 14. | Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. |
BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:
I HAVE READ IT CAREFULLY;
I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;
I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
I HAVE BEEN ADVISED IN WRITING BY MEANS OF THIS GENERAL RELEASE AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;
I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON , TO CONSIDER IT AND THE CHANGES MADE SINCE THE , ___VERSION OF THIS GENERAL RELEASE ARE NOT MATERIAL AND SHALL NOT RESTART THE REQUIRED 21-DAY PERIOD OR I HAVE ELECTED TO SIGN THIS RELEASE PRIOR TO THE END OF SUCH 21-DAY PERIOD;
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I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;
I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY ATTORNEY RETAINED TO ADVISE ME WITH RESPECT TO IT; AND
I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.
DATE:___________________
NAME: ___________________
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Exhibit 10.2
TRANSITION AGREEMENT
THIS TRANSITION AGREEMENT (this “Agreement”) is made effective as of December 9, 2025 (the “Effective Date”), by and among EVgo Services LLC, a Delaware limited liability company (and any successor thereto) (the “Company”), EVgo Inc. (“Parent”), and Paul Dobson ( “Executive”) (collectively, the “Parties”).
WHEREAS, the Company and Executive are party to that certain Employment Agreement, dated as of September 18, 2024 (the “Employment Agreement”);
WHEREAS, the Company and Executive have agreed that Executive will resign from his current executive position as Chief Financial Officer of the Company effective as of January 12, 2026 (the “Separation Date”) and that such resignation shall be deemed to constitute a termination without Cause for purposes of Section 4(b) of the Employment Agreement, and Executive shall thereafter provide certain consulting services to the Company, in each case subject to the terms and conditions set forth in this Agreement;
WHEREAS, pursuant to Section 10 of the Employment Agreement, Sections 1 through 3 of the Employment Agreement shall terminate on the Separation Date and Sections 4 through 24 of the Employment Agreement, inclusive, shall survive and continue in full force in accordance with their terms notwithstanding the end of Executive’s employment with the Company and the execution of this Agreement;
WHEREAS, the Executive has agreed to serve as a transitional consultant and strategic advisor to the Company as requested by the Company’s management team and the board of directors of Parent and to provide transitional and other services that are appropriate for an individual of Executive’s knowledge, experience and past status as the Company’s CFO, pursuant to the terms of this Agreement after the Separation Date (the “Consulting Arrangement”); and
WHEREAS, capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and representations contained herein, the parties hereto agree as follows:
1. Separation; Severance
Executive’s last day of employment with the Company and any of its affiliates shall be the Separation Date. Effective as of the Separation Date, Executive’s employment with the Company and its affiliates shall terminate, and Executive shall automatically be deemed to resign from all Executive’s positions with the Company, Parent and its affiliates without any further action by Employee or the Company, Parent or any of its affiliates. After the Separation Date, Executive will not represent that Executive is an employee, director, officer, attorney, or representative of the Company, Parent or their respective subsidiaries and affiliates, including EVgo Holdings, LLC and EVgo Management Holdings, LLC (collectively, the “Company Group”) for any purpose, except as otherwise provided in this Agreement. The Separation Date is the employment termination date for Executive for all purposes, meaning Executive is not entitled to any further compensation, monies, or other benefits from the Company Group, including coverage under any benefit plans or programs sponsored by the Company Group, as of the Separation Date, except as otherwise provided in this Agreement.
2. Survival of Certain Provisions; Accrued Obligations
A. Pursuant to the terms of the Employment Agreement, the Parties agree that Sections 1 through 3 of the Employment Agreement shall terminate on the Separation Date Sections 4 through 24 shall survive. To the extent there is any conflict between this Agreement and Sections 4 through 24 of the Employment Agreement, the conflicting terms of this Agreement will supersede.
B. Regardless of whether Executive signs this Agreement, no later than the Separation Date (except with respect to accrued but unpaid Bonus Amount, which shall be paid in accordance with, and at substantially the same time as, the Company pays out bonuses to its executive officers), the Company shall pay to Executive (a) all accrued but unpaid salary, including, for the avoidance of doubt, the Bonus Amount set forth in Section 3.B below, through the Separation Date, (b) all accrued but unpaid benefits through the Separation Date, and (c) any unreimbursed business expenses incurred and submitted by Executive prior to the Separation Date in accordance with Company policy (the “Accrued Obligations”).
3. Severance
In accordance with the terms of Section 4(b) of the Employment Agreement, subject to and conditioned upon (a) Executive’s execution of this Agreement, including Executive’s timely execution and non-revocation of the general release of claims arising prior to the Effective Date in the form attached hereto as Exhibit A (the “First Release”) and Executive’s timely execution and non-revocation of the general release of claims arising between the Effective Date and the Separation Date in the form attached hereto as Exhibit A (the “Second Release”), (b) Executive’s continued employment through the Separation Date, and (c) Employee’s continued compliance with the Continuing Obligations (as defined below) (collectively, the “Severance Preconditions”), the Company agrees to provide the following benefits to Executive:
A. during the period of time commencing on the Separation Date and ending on the twelve (12) month anniversary of the Separation Date, the Company shall pay Executive $726,250, (representing the sum of (i) an amount equal to the sum of 12 months’ of Executive’s Base Salary currently in effect and (ii) Executive’s target Bonus Amount), payable in substantially equal regular installments in accordance with the Company’s regular payroll practices, as special severance payments; provided, however, that no payments shall be made prior to the first regularly-scheduled Company payroll date occurring on or after the effectiveness of the Release (the “First Payroll Date”) (with all amounts that would have been otherwise payable under the Company’s normal payroll practices prior to the First Payroll Date paid on the First Payroll Date without interest thereon);
B. as part of the Accrued Obligations, an amount equal to Executive’s earned Bonus Amount for the fiscal year ended December 31, 2025, as determined in the ordinary course by the Company’s board of directors and to be paid out in accordance with Section 3(c) of the Employment Agreement.
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C. Twelve (12) months’ Covered Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), benefits in accordance with Section 4(b)(iii)(3), which Executive is electing to receive; and
D. the number of shares of Company common stock set forth on Schedule A hereto in respect of each outstanding Executive Award shall become vested on an accelerated basis.
4. Equity
Executive acknowledges and agrees that Schedule A hereto sets forth a complete and accurate list of all of Executive’s equity awards in the Company Group as of the Effective Date. Executive further acknowledges and agrees that Schedule A hereto sets forth any and all vesting acceleration to which Executive is entitled and that all other unvested shares underlying any Service-Based Equity Awards or Performance-Based Equity Awards will terminate and be forfeited upon the Separation Date and, notwithstanding any provision to the contrary in the agreement evidencing any such equity award, such award will not continue to vest during the Transition Period.
5. Transition Period
If Executive satisfies the Severance Preconditions, then following the Separation Date and through (and including) March 6, 2026 (the “Transition End Date” and such period, the “Transition Period”), Executive shall serve as a part-time consultant and Strategic Advisor to the Company, and provide transition services as described later in this Section 3 and on Schedule B hereto.
During the Transition Period, Executive will not be expected to regularly come into the office or join Company meetings, but Executive will be expected to be available to provide transition assistance and advice, which may include (without limitation) the assistance and advice set forth on Schedule B and such other services as reasonably requested from time to time by the Company’s management team or the board of directors of Parent, and appropriate for an individual of Executive’s knowledge, experience and past status as the Company’s CFO.
During the Transition Period, Executive shall provide the Company’s Chief Legal Officer with written notice 10 days’ prior to commencing employment with any other employer.
On the Transition End Date, Executive will cease work, deliver any in-progress work product, and invoice for services performed and approved expenses incurred through such date. The Company may terminate Executive’s consultancy relationship with the Company at any time immediately for Cause.
6. Compensation During the Transition Period.
A. Compensation. As consideration for the Consulting Services, the Company shall provide the Executive with a monthly consulting fee at the rate of $15,000 per month, due and payable within fifteen (15) days of the end of each month (the “Consulting Benefits”), with the payment of any amounts due and payable at the Transition End Date subject to Executive’s timely execution and non-revocation of a general release of claims in substantially the form attached hereto as Exhibit A on or following the Transition End Date (the “Third Release” and together with the First Release and the Second Release, the “Releases”).
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B. Business Expenses. The Company shall reimburse Executive at cost for reasonable out-of-pocket expenses to include but not necessarily limited to; travel, phone calls, meals, hotel, rental cars and other expenses all as previously agreed to by the Company and incurred by Executive in performance of the work hereunder and upon submission of the proper documentation and actual receipts in accordance with the Company’s travel and entertainment policy applicable to employees.
7. Additional Terms of the Transition Period
A. Performance: The method, details, and means of performing the services of Executive, shall be exclusively and solely determined by Executive. The Company will respect Executive’s autonomy and will not attempt to control, direct, or supervise Executive’s activities in any manner.
B. Relationship: The parties agree that the relationship of Executive to the Company shall be that of an independent contractor during the Transition Period. All parties recognize that this Agreement is non-exclusive and in keeping with an ‘arm’s length’ relationship. Without the Company’s prior written consent, Executive shall have no authority to bind the Company in any manner whatsoever. Executive shall not be considered an employee of the Company in any way, or for any purpose.
C. Executive’s Obligations: Executive will solely determine what amount of time Executive devotes to the performance of the above-described services. Executive represents and warrants that:
i. Executive shall conduct his business, as it relates to the services defined herein, in a commercially reasonable and ethical manner in compliance with all applicable federal, state, and local laws and regulations. Every effort will be made by Executive to ensure that the Company is aware of the economic substance of those transactions contemplated herein, and that Executive’s affairs with the Company have been conducted in a professional manner.
ii. Executive shall have the full and exclusive responsibility and liability for the withholding, assessing, reporting and payment of all Federal, state and local taxes applicable to remuneration paid to Executive for all work performed pursuant to this Agreement including, but not limited to, social security, FICA, assessments for unemployment insurance, disability benefits, taxes on services, personal income taxes, or other such taxes.
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iii. Executive will treat all correspondence from the Company as Confidential Information and will only disclose same to third parties after receiving written permission from the Company, except to the extent otherwise required by applicable law.
iv. This Agreement does not and will not violate any provisions of any agreement to which Executive is a party now or may be subject to in the future.
8. Restrictive Covenants; Return of Company Property; Continuing Obligations
Executive will continue to be subject to all restrictive covenants in accordance with their terms to which Executive is currently subject, including, but not limited to, the covenants set forth in the Employment Agreement, for the applicable time periods set forth therein, and such sections are incorporated herein by reference (the “Continuing Obligations”). For the avoidance of doubt, “material lines of businesses of the Company or any of its Subsidiaries” as such concept is contemplated in Section 7(a) of the Employment Agreement, shall include (without limitation) public electric vehicle (“EV”) charging, EV charging for retail customers and EV charging at off-site charging hubs, and any such other line of business in which the Company is engaged in or has plans to engage and Executive has actual or constructive knowledge of the Company’s engagement or plans prior to the Separation Date. Executive acknowledges and agrees that no later than the Separation Date, Executive will return to the Company any and all property, tangible or intangible, relating to the Company’s business, which Executive possessed or had control over at any time (including Company-provided credit cards, building or office access cards, keys, computer equipment, manuals, files, documents, records, software, customer data base and other data) and that Executive shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer data base or other data.
Executive acknowledges and agrees that, in addition to the remedies set forth in the Employment Agreement, in the event Executive breaches this Agreement, any of the Releases or any of the Continuing Obligations in any material respect, then any outstanding obligations of the Company to pay the Severance Benefits or Consulting Benefits shall immediately terminate and any Severance Benefits or Consulting Benefits previously paid by the Company hereunder shall be returned to the Company within 30 days of such breach.
9. Tax Matters
A. Withholding of Taxes.
All payments or benefits provided to Executive under this Agreement shall be subject to the withholding of such amounts relating to taxes and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.
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| B. | Effect of Section 409A of the Code. |
10. This Agreement is intended to satisfy or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the date hereof (collectively, “Section 409A”), and shall be administered and interpreted accordingly. Each payment under this Agreement is intended to be treated as one of a series of separate payments for purposes of Section 409A. Notwithstanding any provision to the contrary in this Agreement, no amount constituting deferred compensation subject to Section 409A of the Code shall be payable pursuant to this Agreement unless Executive’s termination of employment constitutes a Separation from Service. If as of the Employment Termination Date Employee is a “specified Employee” under Section 409A and any applicable policy of the Company, then any payment under this Agreement that is treated as deferred compensation under Section 409A payable upon termination of Employee’s employment shall be delayed until the date that is six (6) months after the date of Employee’s “separation from service” as determined under Section 409A (without interest or earnings). To the extent that payments under this Agreement are payments under a “reimbursement plan” subject to Section 409A, the right to reimbursement may not be exchanged for cash or any other benefit, the amount of expenses eligible for reimbursement in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year, and the reimbursement of any eligible expense shall be made pursuant to the Company’s normal policies and procedures for expense reimbursement, which shall be in any event no later than the last day of the calendar year following the calendar year in which the expense was incurred.
11. Governing Law; Venue; Jury Trial Waiver
This Agreement and any and all claims arising out of, under, pursuant to, or in any way related to this Agreement, including but not limited to any and all claims (whether sounding in contract or tort) as to this Agreement’s scope, validity, enforcement, interpretation, construction, and effect shall be governed by the laws of the State of Delaware (without regard to any conflict of law rules which might result in the application of the laws of any other jurisdiction). With respect to any such actions or controversies, the parties hereto hereby irrevocably consent and submit to the sole exclusive jurisdiction of the state and federal courts of Delaware, and irrevocably waive, to the fullest extent permitted by law, any objection that any of them may now or hereafter have to the laying of the venue of any such actions or controversies in any such courts or that any such any such actions or controversies which is brought in any such courts has been brought in an inconvenient forum. THE PARTIES HERETO HEREBY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR YOUR RELATIONSHIP WITH THE COMPANY.
12. Entire Agreement
This Agreement, the referenced provisions of the Employment Agreement and the agreements evidencing the equity awards set forth on Schedule A contain the entire agreement between the parties with respect to the subject matter hereof, and supersede all other agreements and drafts hereof, oral or written, between the parties hereto with respect to the subject matter hereof. No promises, statements, understandings, representations or warranties of any kind, whether oral or in writing, express or implied, have been made to Executive to induce Executive to enter into this Agreement other than the express terms set forth herein, and Executive is not relying upon any promises, statements, understandings, representations, or warranties other than those expressly set forth in this Agreement.
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13. Interpretation
Headings and subheadings used in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement. References to statutes or regulations include all amendments, modifications, or reenactments thereof, and any regulations or instruments issued thereunder. The words “includes”, “including”, and similar terms used in this Agreement shall be construed as if followed by the words “without limitation”. Words importing the singular include the plural and vice versa, and words importing a gender include all genders.
14. Modification/Waiver
This Agreement may not be modified or amended except in writing signed by the parties.
15. Counterpart Agreements
This Agreement may be executed in multiple counterparts, whether or not all signatories appear on these counterparts, and each counterpart shall be deemed an original for all purposes.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
| EXECUTIVE | ||
| /s/ Paul Dobson | ||
| Paul Dobson | ||
| EVgo Services LLC | ||
| By: | /s/ Badar Khan | |
| Name: | Badar Khan | |
| Title: | Chief Executive Officer | |
| EVgo Inc. | ||
| By: | /s/ Badar Khan | |
| Name: | Badar Khan | |
| Title: | Chief Executive Officer | |
[Signature Page to Transition Agreement]
Schedule A
Equity Awards
| Date of Grant | Number of Restricted Stock Units |
PSU or RSU |
Number of Shares Vesting on an Accelerated Basis |
| 10/22/2024 | 56,078 | RSUs | 3,116 |
| 10/22/2024 | 56,078 | PRSUs | 0 |
| 10/22/2024 | 81,967 | PRSUs | 1,518 |
| 03/18/2025 | 270,655 | RSU | 82,700 |
| 03/18/2025 | 270,655 (target) 507,478 (maximum) |
PRSU | 0 |
Schedule B
Transition Services
Assistance and advice with respect to the transition of the Company’s finance department to its new Chief Financial Officer
Assistance and advice with respect to the preparation and filing with the Securities and Exchange Commission (the “SEC”) of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (for the sake of clarity, not including any signature or certification requirement)
EXHIBIT A
GENERAL RELEASE
[Attached.]
GENERAL RELEASE
I, Paul Dobson, in consideration of and subject to the performance by EVgo Services LLC, a Delaware limited liability company (together with its subsidiaries and EVgo Inc., the “Company”), of its obligations under my employment agreement, effective as of September 18, 2024 (the “Employment Agreement”), do hereby release and forever discharge as of the date hereof the Company, all of its affiliates, and all present and former directors, officers, agents, representatives, employees, partners, members, successors and assigns of the Company, its affiliates and the Company’s direct or indirect owners, including but not limited to EVgo Holdings, LLC (collectively, the “Released Parties”) to the extent provided below.
| 1. | I acknowledge and represent that I have received all payments and benefits that I am entitled to receive (as of the date hereof) by virtue of any employment by the Company. |
| 2. | Except as provided in paragraph 5 below and except for the provisions of the Employment Agreement that expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter- claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including, without limitation, attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”). |
| 3. | I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above. |
| 4. | I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967). |
| 5. | I agree that I am waiving all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever (including, without limitation, reinstatement, back pay, front pay, attorneys’ fees and any form of injunctive relief). Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law (including, without limitation, the right to file an administrative charge or participate in an administrative investigation or proceeding); provided that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. |
| 6. | In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including, without limitation, those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release. I further agree that in the event I should bring a Claim seeking damages against the Company or any other Released Party, or in the event I should seek to recover against the Company or any other Released Party in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release. |
| 7. | I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any other Released Party or myself of any improper or unlawful conduct. |
| 8. | I agree that I will forfeit all amounts payable by the Company pursuant to Section 4(b) of the Employment Agreement if I challenge the validity of this General Release. I also agree that if I violate this General Release by suing the Company or any other Released Parties, I shall pay all costs and expenses of defending against the suit incurred by the Released Parties (including, without limitation, reasonable attorneys’ fees, and return all payments received by me pursuant to the Section 4(b) of the Employment Agreement). |
| 9. | I agree that this General Release is confidential and agree not to disclose any information regarding the terms of this General Release, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I shall instruct each of the foregoing not to disclose the same to anyone. Notwithstanding anything herein to the contrary, each of the parties (and each affiliate and person acting on behalf of any such party) agree that each party (and each employee, representative, and other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of this transaction contemplated in the Agreement and all materials of any kind (including, without limitation, opinions or other tax analyses) that are provided to such party or such person relating to such tax treatment and tax structure, but solely to the extent necessary to comply with any applicable federal or state securities laws. This authorization is not intended to permit disclosure of any other information including (without limitation) (i) any portion of any materials to the extent not related to the tax treatment or tax structure of this transaction, (ii) the identities of participants or potential participants in the Agreement, (iii) any financial information (except to the extent such information is related to the tax treatment or tax structure of this transaction), or (iv) any other term or detail not relevant to the tax treatment or the tax structure of this transaction. |
| 10. | The non-disclosure provisions in this General Release do not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., any other self-regulatory organization or governmental entity. |
| 11. | I agree to reasonably cooperate with the Company in any internal investigation, any administrative, regulatory, or judicial proceeding or any dispute with a third party. I understand and agree that my cooperation may include, but not be limited to, making myself available to the Company for interviews and factual investigations; appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company pertinent information; and turning over to the Company all relevant documents which are or may come into my possession. |
| 12. | I agree not to disparage the Company’s past and present investors, officers, directors or employees or its affiliates and to keep all confidential and proprietary information about the past or present business affairs of the Company and its affiliates confidential unless a prior written release from the Company is obtained. I further agree that as of the date hereof, I have returned to the Company any and all property, tangible or intangible, relating to the Company’s business, which I possessed or had control over at any time (including, but not limited to, company-provided credit cards, building or office access cards, keys, computer equipment, manuals, files, documents, records, software, customer data base and other data) and that I shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer data base or other data. |
| 13. | Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Employment Agreement after the date hereof. |
| 14. | Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. |
BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:
I HAVE READ IT CAREFULLY;
I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;
I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
I HAVE BEEN ADVISED IN WRITING BY MEANS OF THIS GENERAL RELEASE AGREEMENT TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;
I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON____ __, _____TO CONSIDER IT AND THE CHANGES MADE SINCE THE____ __, ____VERSION OF THIS GENERAL RELEASE ARE NOT MATERIAL AND SHALL NOT RESTART THE REQUIRED 21-DAY PERIOD OR I HAVE ELECTED TO SIGN THIS RELEASE PRIOR TO THE END OF SUCH 21-DAY PERIOD;
I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;
I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY ATTORNEY RETAINED TO ADVISE ME WITH RESPECT TO IT; AND
I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.
DATE: ___________________
NAME: ___________________
Exhibit 99.1
EVgo Announces Chief Financial Officer Transition
EVgo Appoints Keefer Lehner as Chief Financial Officer Effective January 12, 2026
Seasoned Executive Brings Finance and Operations Experience to Support High Growth Build-Out to Meet Charging Demand
Company Reiterates 2025 Financial Guidance
LOS ANGELES – December 11, 2025 – EVgo Inc. (NASDAQ: EVGO) (“EVgo” or the “Company”), one of the nation’s largest public fast charging networks for electric vehicles (“EVs”), today announced the appointment of Keefer Lehner as Chief Financial Officer (“CFO”), succeeding Paul Dobson, who is retiring as EVgo’s Chief Financial Officer, effective January 12, 2025. Dobson will remain with the Company in an advisory capacity through March 2026 to help facilitate a smooth and orderly transition.
Lehner brings extensive financial and operational experience to EVgo at a pivotal time as the Company continues its growth trajectory. Mr. Lehner is a seasoned finance executive and public company CFO with nearly 20 years of experience across finance, operations and strategic leadership. He has a proven track record of scaling organizations, driving profitable growth and strengthening balance sheets. Lehner currently serves as Executive Vice President and Chief Financial Officer at KLX Energy Services, leading organic and strategic growth initiatives focused on driving EBITDA expansion and free cash flow generation. Prior to KLX, Lehner co-founded and served as Executive Vice President and CFO of Quintana Energy Services, where he played a pivotal role in the company’s initial public offering and led strategy, capital allocation and growth initiatives before its merger with KLX. Earlier in his career, he held roles of increasing responsibility within energy-focused investment banking and private equity.
“Keefer brings significant experience in developing financial and operational strategies to enable growth and scale profitability," said Badar Khan, CEO of EVgo. "His proven ability to scale businesses and his commitment to advancing our strategic priorities will be instrumental as we accelerate the nationwide buildout of our EV charging infrastructure. We have all the elements in place to execute our fully financed growth plan, to drive profitability and deliver sustained value creation."
Mr. Khan continued, “We thank Paul for his dedication and contributions while serving as CFO, during a critical time when we substantially strengthened our balance sheet and set EVgo on a more positive trajectory.”
“I am honored to be named EVgo’s next CFO and excited to join this dedicated team,” said Mr. Lehner. “With a strong financial foundation and clear strategic priorities, EVgo is well-positioned to achieve and drive profitability, deliver long-term value, and advance its mission to build an integrated fast-charging EV network to support our country's transportation needs.”
2025 Financial Guidance
EVgo reiterated its 2025 financial guidance as previously announced on November 10, 2025.
| 2025 Baseline | ANCILLARY UPSIDE** | 2025 Baseline + ANCILLARY UPSIDE | ||||
| Total Revenue | $350 - $365 million | Up to $40 million | $350 - $405 million | |||
| Adjusted EBITDA* | $(15) - $(8) million | Up to $31 million | $(15) - $23 million |
* A reconciliation of projected Adjusted EBITDA (non-GAAP) to net income (loss), the most directly comparable GAAP measure, is not provided because certain measures, including share-based compensation expense, which is excluded from Adjusted EBITDA, cannot be reasonably calculated or predicted at this time without unreasonable efforts. EVgo defines EBITDA as net income (loss) before (i) depreciation, net of capital-build amortization, (ii) amortization, (iii) accretion, (iv) interest income, (v) interest expense, and (vi) income tax expense (benefit). EVgo defines Adjusted EBITDA as EBITDA plus (i) share-based compensation, (ii) loss on disposal of property and equipment, net of insurance recoveries, and impairment expense, (iii) loss (gain) on investments, (iv) bad debt expense (recoveries), (v) change in fair value of earnout liability, (vi) change in fair value of warrant liabilities, and (vii) certain other items that management believes are not indicative of EVgo’s ongoing performance.
**Potential contract close-out and gain on sale for an existing dedicated fleet site. Timing and amount are uncertain and subject to ongoing discussions with counterparty.
For more information about the EVgo charging network, visit www.evgo.com.
About Keefer Lehner
Keefer M. Lehner is currently the Executive Vice President and Chief Financial Officer of KLX Energy Services, a position he has held since July 2020. As a co-founder of Quintana Energy Services, Lehner served as the Executive Vice President and CFO prior to merging with KLX. He also held executive roles, including Vice President within Quintana Capital Group where he was responsible for sourcing, evaluating and executing investments across the energy value chain, as well as managing and monitoring the activities of Quintana’s portfolio companies. Prior to joining Quintana, Lehner worked in the investment banking division of Simmons & Company International, focusing on mergers, acquisitions and capital raises for public and private clients engaged in all facets of the energy industry. Lehner attended Villanova University, where he earned a BSBA degree in finance.
About EVgo
EVgo (Nasdaq: EVGO) is one of the nation’s leading public fast charging providers. With more than 1,100 fast charging stations across 47 states, EVgo strategically deploys localized and accessible charging infrastructure by partnering with leading businesses across the U.S., including retailers, grocery stores, restaurants, shopping centers, gas stations, rideshare operators, and autonomous vehicle companies. At its dedicated Innovation Lab, EVgo performs extensive interoperability testing and has ongoing technical collaborations with leading automakers and industry partners to advance the EV charging industry and deliver a seamless charging experience.
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," “proposed,” "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, express or implied statements regarding EVgo’s growth plan, the buildout of its national EV charging infrastructure, the financing of its business, and EVgo’s 2025 financial guidance and future financial performance, including with regard to profitability and delivering long term value. These statements are subject to numerous assumptions, risks and uncertainties and on the current expectations of EVgo’s management and are not predictions of actual performance. These risks include the Company’s ability to implement a smooth leadership transition as well as to other risks described in “Risk Factors” in EVgo’s Annual Report on Form 10-K filed with the SEC on March 6, 2025, as well as its other filings with the SEC, copies of which are available on EVgo’s website at investors.evgo.com, and on the SEC’s website at www.sec.gov. All forward-looking statements in this press release are based on information available to EVgo as of the date hereof, and EVgo does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.
Contacts
For Investors:
investors@evgo.com
For Media:
press@evgo.com