QuantumScape Corp
For the period ended Jun 4, 2025. Filed Apr 24, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 4, 2025 · Filed Apr 24, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
QUANTUMSCAPE CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 24, 2025
Dear QuantumScape Stockholders:
We are pleased to invite you to attend the annual meeting of stockholders of QuantumScape Corporation, to be held on Wednesday, June 4, 2025, at 9:00 a.m., Pacific Time. The annual meeting will be conducted virtually via live audio webcast, which you will be able to attend by visitingwww.virtualshareholdermeeting.com/QS2025. On the pages that follow, the formal meeting notice and proxy statement contain details of the matters of business to be conducted at the annual meeting.
QuantumScape is on a mission to transform energy storage to enable a sustainable energy future. To help accelerate this transition and enable a future powered by clean electricity, we believe a step change is needed in battery technology. We have spent the last decade developing a proprietary solid-state battery platform to meet this challenge. We believe that our technology can enable a new category of battery with the potential to meet the requirements for broader market adoption of EVs, including greater energy density, faster charging and improved safety.
2024 was a watershed year for QuantumScape and reinforced our position as a global leader in solid-state battery technology. During the year, we focused on advancing our technology platform, initiated our shift in business strategy toward a capital-light licensing model and achieved several key goals to propel us toward industrializing our next-generation battery technology platform and create stockholder value:
We unveiled the cornerstone of our commercial licensing strategy, our collaboration and licensing arrangement with PowerCo, which is the first step in our blueprint to commercialize our technology;
We began shipment of Alpha-2 prototype battery cell samples to customers, a significant milestone on the roadmap to deliver QSE-5;
We ramped up the first stage of QuantumScape’s fast separator production process using scalable continuous-flow heat treatment to process separator films more rapidly while applying less total heat energy per film;
We began low-volume B0 sample production of QSE-5 cells, which boasts energy density of 844 Wh/L and fast charging in just over 12 minutes; and
We released our advanced separator heat-treatment equipment, which set the stage for higher-volume B1 sample production in 2025.
To build on our momentum in 2025 and guide our path forward, we have developed a strategic blueprint consisting of three elements: (1) demonstrate our technology in real-world applications; (2) build a global ecosystem around this new technology platform; and (3) continue innovating to unlock new applications and markets. In our view, the demand for a superior form of energy storage is fundamentally unlimited, and future innovations will make our technology platform even more compelling, open up new use cases, and increase adoption and drive greater scale and lower costs. This virtuous cycle of innovation is how we create outsized value, achieve a truly global impact and work toward our goal to revolutionize energy storage.
On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and interest in QuantumScape.
| Sincerely, | |
|---|---|
| Dennis SegersChairman of the Board | Dr. Siva SivaramPresident, Chief Executive Officer and Director |
| NOTICE OF ANNUAL MEETING OFSTOCKHOLDERS | TIME & DATEWednesday, June 4, 20259AM Pacific Time |
|---|
| Time and Date | 9:00 a.m., Pacific Time, on Wednesday, June 4, 2025 |
|---|---|
| Virtual Location | The annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/ QS2025, where you will be able to listen to the meeting live and vote online during the meeting. You will need to have your 16-digit control number included on your proxy card or the instructions that accompanied your Proxy Materials (as defined below) in order to join the annual meeting. |
| Items of Business | Proposal 1: To elect the 10 directors named in this proxy statement to hold office until our next annual meeting of stockholders and until their respective successors are elected and qualified. |
| Board Recommendation: FOR | |
| Proposal 2: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025. | |
| Board Recommendation: FOR | |
| Proposal 3: To approve, on a non-binding advisory basis, the compensation of our named executive officers. | |
| Board Recommendation: FOR | |
| In addition, we will transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof. | |
| Record Date | April 10, 2025 |
| Only stockholders of record as of the close of business on April 10, 2025 are entitled to notice of and to vote at the annual meeting. A list of the stockholders of record entitled to vote at the annual meeting will be available for examination for stockholders, for any purpose germane to the annual meeting, during ordinary business hours at 1730 Technology Drive, San Jose, California 95110 for at least ten days prior to the annual meeting and will also be available for examination at the annual meeting. | |
| Availability of ProxyMaterials | The Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement, notice of annual meeting, form of proxy and our annual report (together, the “Proxy Materials”), is first being sent or given on or about April 24, 2025, to all stockholders entitled to vote at the annual meeting. |
| The Proxy Materials can be accessed by visiting www.proxyvote.com. | |
| Voting | Your vote is important. Whether or not you plan to attend the annual meeting, we urge you to submit your proxy or voting instructions via the Internet, telephone or mail as soon as possible. |
| By order of the Board of Directors, | |
| Dr. Siva Sivaram | |
| President, Chief Executive Officer and Director |
| TABLE OF CONTENTS | ||||
|---|---|---|---|---|
| PROXY SUMMARY | 1 | REPORT OF THE AUDIT COMMITTEE | 25 | |
| 2025 Annual Meeting of Stockholders | 1 | |||
| Voting Proposals | 1 | PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | 26 | |
| Driven to Revolutionize Energy Storage | 2 | |||
| Our Mission | 2 | |||
| Our Core Values | 2 | EXECUTIVE OFFICERS | 27 | |
| Fiscal Year 2024 Business Highlights | 3 | |||
| Corporate Governance Highlights | 4 | EXECUTIVE COMPENSATION | 29 | |
| Board Composition and Diversity | 4 | Compensation Discussion and Analysis | 29 | |
| Board Knowledge, Skills, and Experience | 5 | Report of the Compensation Committee | 45 | |
| Executive Compensation Highlights | 6 | Compensation Tables | 46 | |
| Sustainability Highlights | 6 | Other Compensation | 50 | |
| Compensation Committee Interlocks and Insider Participation | 51 | |||
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 7 | |||
| Equity Compensation Plan Information | 51 | |||
| BOARD OF DIRECTORS | 8 | Chief Executive Officer Pay Ratio | 52 | |
| Composition of our Board of Directors | 8 | Pay Versus Performance | 53 | |
| Board of Directors Leadership Structure and Role of Independent Chairman | 8 | |||
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 56 | |||
| Board of Directors Skills Matrix | 9 | |||
| Nominees for Director | 10 | |||
| Letter Agreements on Board and Committee Representation | 15 | CORPORATE GOVERNANCE POLICIES AND PRACTICES | 58 | |
| Director Independence | 15 | |||
| Role of Board of Directors in Risk Oversight | 15 | |||
| Committees of Our Board of Directors | 16 | RELATED PERSON TRANSACTIONS | 63 | |
| Attendance at our Board of Directors and Stockholder Meetings | 19 | |||
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 66 | |||
| Executive Sessions of Outside Directors | 20 | |||
| Considerations in Identifying and Evaluating Director Nominees | 20 | |||
| OTHER MATTERS | 71 | |||
| Stockholder Recommendations and Nominations to our Board of Directors | 21 | Stockholder Proposals or Director Nominations for 2026 Annual Meeting | 71 | |
| Communications with the Board of Directors | 21 | Availability of Bylaws | 71 | |
| Outside Director Compensation | 21 | Delinquent Section 16(a) Reports | 71 | |
| PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 24 | |||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information in this proxy statement may be considered “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, statements regarding the future demand for batteries and our future financial performance, results of operations, expectations, plans, strategies, goals, priorities. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements, including due to decreased or delayed demand for electric vehicles and other battery-powered technologies, changes in economic and financial conditions, such as volatility in the banking sector and in the capital or credit markets, and due to other factors discussed in the section titled “Risk Factors” in our Annual Report and Quarterly Reports and other documents filed with the Securities and Exchange Commission (the “SEC”) from time to time. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.