Independent
Tenure on this board
5.5 yrs
Also a director at
Marvell Technology Inc (MRVL)Aecom (ACM)
10 nominees · 3 ballot items.
Elect ten directors to the board; ratify Ernst & Young LLP as the independent registered public accounting firm; and approve, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay).
To elect the 10 directors named in the proxy statement to hold office until the next annual meeting and until their successors are elected and qualified.
To ratify the appointment of Ernst & Young LLP as QuantumScape's independent registered public accounting firm for the fiscal year ending December 31, 2026.
To approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the proxy statement (the 'say-on-pay' vote).
This management proposal requests a non-binding, advisory shareholder vote to approve the Company’s executive compensation as disclosed in the proxy statement. Management is seeking shareholder approval to confirm that its overall compensation philosophy — which emphasizes a high proportion of at‑risk, performance-based equity (PSUs), time‑based RSUs, and annual incentive bonuses paid as RSUs to conserve cash — is aligned with stockholder interests. The proposal does not change compensation terms directly but serves as a gauge of investor sentiment; the board and compensation committee state they will consider the results when making future compensation decisions. Contextually, QuantumScape is transitioning toward commercialization and has structured pay to reward technical, operational, and commercialization milestones; the 2025 program increased PSU weighting and tied bonuses to specific corporate goals and milestone achievement. The board recommends a FOR vote, arguing the program motivates long‑term value creation, ties pay to operational milestones (including PSU milestones and the 2025 Bonus Plan), and retains key talent during scale-up. Management notes the vote is advisory and not binding, but indicates it values shareholder feedback and will consider any significant shareholder opposition. Given the company’s pre‑revenue development-stage profile and competitive technology sensitivity, many performance targets are described at a high level and some specifics are withheld to avoid competitive harm; this has governance implications for transparency and investor assessment. Evaluating the proposal requires weighing the rigor of disclosed governance features (independent compensation committee, independent consultant, clawback policy, stock ownership guidelines) and the heavy emphasis on performance-based equity against the limited public disclosure of specific PSU and bonus targets for competitive reasons.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.39% | 20,876,166 | $133M |
| 2 | D. E. Shaw Co., Inc.Activist | 2.97% | 18,268,079 | $117M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.93% | 18,027,302 | $115M |
| 4 | TWO SIGMA INVESTMENTS, LP | 2.05% | 12,580,529 | $80M |
| 5 | BlackRock, Inc. | 2.02% | 12,402,909 | $79M |
| 6 | Capricorn Investment Group LLC | 1.87% | 11,496,990 | $79M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 1.31% | 8,051,800 | $51M |
| 8 | STATE STREET CORP | 1.23% | 7,554,784 | $48M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.15% | 7,087,302 | $45M |
| 10 | BlackRock, Inc. | 0.96% | 5,887,727 | $38M |
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