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Share-Based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Compensation

Share-Based Compensation

Note 13 – Share-Based Compensation

The following table sets forth the Company’s total share-based compensation expense included in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022:


		Three Months Ended
		March 31,
(in thousands)		2023			2022
Cost of sales		$	22		$	11
General and administrative expenses			6,405			3,495
Total share-based compensation expense		$	6,427		$	3,506

2021 Long Term Incentive Plan

On July 1, 2021, concurrent with the closing of the CRIS Business Combination, stockholders approved the Board of Directors-approved 2021 Long Term Incentive Plan (the “2021 Incentive Plan”). The 2021 Incentive Plan reserves 33,918,000 shares of Class A common stock for issuance to employees, non-employee directors and other service providers. As of March 31, 2023, there were 24,407,475 shares of Class A common stock available for grant.

Stock Options

The following table summarizes stock option activity for the three months ended March 31, 2023:


		Shares Underlying						Weighted Average			Aggregate
		Options			Weighted Average			Remaining			Intrinsic Value
		(in 000's)			Exercise Price			Contractual Life			(in 000's)
Outstanding as of December 31, 2022			375		$	12.86			9.2 years		$	—
Granted			98		$	6.13
Outstanding as of March 31, 2023			473		$	11.47			9.2 years		$	162
Outstanding and exercisable as of March 31, 2023			125		$	12.86			9.0 years		$	—

As of March 31, 2023, the Company’s unrecognized share-based compensation expense related to stock options was approximately $1.6 million, which is expected to be recognized over a period of 1.5 years. No stock options were exercised during the three months ended March 31, 2023.

The fair value of the stock options granted during the three months ended March 31, 2023 was computed using Black-Scholes option-pricing model using the following key assumptions:


Risk-free interest rate			3.5	%
Dividend yield			—	%
Expected volatility			79	%
Expected life (in years)			5.7

Restricted Stock Units

The table below represents the Company’s RSU activity under the 2021 Incentive Plan during the three months ended March 31, 2023:


					Weighted
					Average
			Number of		Grant Date
(shares in thousands)			Shares		Fair Value
Unvested as of December 31, 2022			3,930		$	10.85
Granted			4,706		$	5.77
Vested			(1,156)		$	11.57
Forfeited			(243)		$	8.90
Unvested as of March 31, 2023			7,237		$	7.50
Vested but not released			491		$	10.83
Outstanding as of March 31, 2023			7,728		$	7.71

The total fair value of RSUs vested during the three months ended March 31, 2023 was $7.7 million. As of March 31, 2023, the Company’s unrecognized share-based compensation expense related to unvested RSUs was approximately $39.3 million, which is expected to be recognized over a period of 1.7 years.

EVgo Management Holdings, LLC Incentive Units

Following the Holdco Merger and prior to the CRIS Business Combination, all employees of EVgo Services received share-based compensation in the form of units in EVgo Management Holdings, LLC (“EVgo Management”) that track incentive units issued by EVgo Holdings to EVgo Management (“Incentive Units”). Of each individual grant of Incentive Units, 65% of the grant was designated as time vesting (the “Time Vesting Incentive Units”) and the remaining portion (35% of the grant) was designated as sale vesting (the “Sale Vesting Incentive Units”). The Time Vesting Incentive Units vest annually and equally over a period of four years from the date of grant. Sale Vesting Incentive Units vest based upon the achievement of certain trigger events relating to the sale of EVgo Holdings. Presented below is a summary of the activity of the Company’s Incentive Units during the three months ended March 31, 2023:


					Weighted
					Average
					Grant Date
(units in thousands)			Units		Fair Value
Outstanding as of December 31, 2022			471		$	18.68
Vested			(108)		$	17.29
Forfeited			(12)		$	17.64
Outstanding as of March 31, 2023			351		$	19.13

As of March 31, 2023, the Company’s unrecognized share-based compensation expense related to unvested Incentive Units was approximately $6.4 million, which is expected to be recognized over a period of 1.4 years.

Liability-Classified Awards

In February 2023, the Company’s Board of Directors approved grants of $4.4 million in stock options underlying shares of Class A common stock to certain employees. The number of options subject to the grants was to be determined based on the Black-Scholes value of the Company’s common stock on the trading day period prior to the award date. The awards were accounted for as liability-classified awards as of March 31, 2023 and compensation expense for the three months ended March 31, 2023 was recognized using the accelerated attribution method over the service period. As of March 31, 2023, the Company had $4.2 million of unrecognized costs related to unvested liability-classified awards which were expected to be recognized over a weighted average period of 1.9 years. In April 2023, the number of shares became fixed on the award date and the Company accordingly reclassified these awards as equity-classified awards on the award date.