Evgo Inc

This advisory (non-binding) Say-on-Pay proposal asks shareholders to approve the overall compensation paid to the Company’s Named Executive Officers as disclosed under Item 402 of Regulation S-K. Management is seeking this approval to confirm shareholder support for its executive pay philosophy, which emphasizes pay-for-performance through a mix of base salary, significantly at-risk compensation (bonuses and performance- and time-based equity), and stock ownership guidelines. The proxy explains that over 80% of the CEO’s 2025 compensation and over 75% of other NEOs’ compensation was at-risk, with a large portion tied to operational PSUs and stock-price hurdle PSUs, and that independent consultants (Pay Governance) advised the Compensation Committee on peer group selection and award design. Because the vote is advisory, approval will not be binding, but the Board and Compensation Committee state they will consider the results in future compensation decisions. The Board recommends a vote FOR, arguing that the program attracts and retains talent and aligns executives’ interests with stockholders via performance-based equity, annual KPIs (including throughput per stall, capex per stall, new stalls, Adjusted EBITDA, and strategic priorities), and multi-year performance modifiers tied to rTSR. The proposal sits within broader governance context including the company’s status as a controlled company, use of independent compensation consultant, clawback policy, and stock ownership guidelines. Investors evaluating the proposal should weigh the heavy weighting of at-risk and performance-based pay against the specific operational KPIs and stock-price hurdles, the peer group selection, and recent realizations of pay under the firm’s PSU and bonus frameworks. Because the vote is advisory, a negative result would not change awards retroactively but would likely trigger Board and Compensation Committee engagement with shareholders and potential program adjustments. Overall, the proposal is a routine advisory governance item that tests shareholder sentiment on compensation design and alignment with performance metrics and market practice.

This advisory proposal asks shareholders to indicate, on a non-binding basis, their preferred frequency for future Say-on-Pay votes (one year, two years, or three years). Management supports an annual frequency and justifies it by noting that NEO compensation is reviewed and adjusted annually, so an annual advisory vote allows investors to provide timely feedback each year; the Board believes this strengthens transparency and accountability. While non-binding, the outcome will inform the Board’s decision on scheduling future advisory votes and is required to be held at least once every six years. The company’s recommendation for 'One Year' reflects the Compensation Committee’s annual compensation-setting cycle and the Board’s desire for frequent stockholder engagement on pay matters. Investors should consider whether annual votes produce meaningful governance benefits relative to potential costs of more frequent voting and whether management’s compensation review cadence and PSU structures warrant annual reassessment by shareholders. Given the Board’s explicit recommendation and the company’s practice of annual compensation decisions, the likely practical result is continuation of annual votes absent strong shareholder preference otherwise. For governance analysts, the measure offers a signal of shareholder appetite for oversight frequency and can be especially informative in contexts where pay practices, performance alignment, or recent compensation controversies raise investor concern. Because the vote is advisory, a selection of 'One Year' would not compel a change but would guide the Board's approach to engagement and responsiveness on executive compensation.