Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 5, 2022, EVgo Inc. (the "Company") announced the appointment of
Dennis Kish as its Chief Operating Officer, effective January 1, 2022.
Mr. Kish, age 58, brings to his new position more than 30 years of experience in
the technology and infrastructure industries. Mr. Kish most recently served as
Chief Operating Officer of Taoglas USA, Inc. ("Taoglas"), a provider of Internet
of Things (IOT) solutions, from February 2020 to May 2021, and as its President
from February 2019 to February 2020. Prior to this, Mr. Kish held executive
positions at Google Fiber, serving as President from April 2016 to July 2017,
and as Vice President from July 2014 to April 2016. After Google Fiber, Mr. Kish
evaluated other opportunities before joining Taoglas in February 2019. Mr. Kish
holds a B.S. in Electrical Engineering from Michigan State University.
Mr. Kish and the Company have entered into an employment agreement (the
"Employment Agreement") pursuant to which Mr. Kish will earn an annual base
salary of $375,000 and be eligible for a target annual bonus of 75% of his base
salary. Payment of the annual bonus will be at the discretion of the Board or
the Compensation Committee, which shall consider Mr. Kish's performance and the
performance of the Company. Mr. Kish will also receive a grant of restricted
stock units with a value of approximately $875,000 on the date of grant, which
shall be subject to a three-year vesting schedule, with one-third vesting on
each of anniversary of the grant date. Additionally, Mr. Kish will be eligible
to participate in the Company's employee and executive benefit plans and
programs as the Company may from time-to-time offer to its executives.
Under the terms of the Employment Agreement, upon a termination without cause or
a resignation for good reason, Mr. Kish will continue to receive an amount equal
to six months' base salary, paid over the six months following such termination
of employment in accordance with the Company's regular payroll practices, which
shall be in addition to any unpaid base salary and annual bonus earned through
the date of termination. The Employment Agreement prohibits Mr. Kish from
competing with the Company or soliciting any customers or employees during the
term of his employment and continuing for a period of two years following any
termination of employment.
The selection of Mr. Kish as an officer of the Company was not made pursuant to
any arrangement or understanding with any other person. There are no family
relationships between Mr. Kish and any director or executive officer of the
Company and Mr. Kish does not have any direct or indirect material interest in
any transaction or proposed transaction required to be reported under Item
404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure
On January 5, 2022, the Company issued a press release announcing the
appointment of Mr. Kish. A copy of the press release is furnished here as
Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, is being furnished
and shall not be deemed "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, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated January 5, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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EVGO, INC. 
