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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Quantumscape Corp | NYSE:QS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.05 | 0.89% | 5.65 | 5.69 | 5.50 | 5.63 | 5,020,355 | 00:59:14 |
☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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QUANTUMSCAPE CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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1.
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To elect ten (10) directors for a one-year term to expire at the 2022 annual meeting of stockholders;
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2.
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To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;
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3.
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To approve the Extraordinary Performance Award Program; and
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4.
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To transact such other matters as may properly come before the annual meeting and any adjournment or postponement thereof.
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Time and Date
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9:00 a.m., Pacific Time, on Wednesday, December 15, 2021
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Virtual Location
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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/QS2021 , where you will be able to listen to the meeting live, submit questions 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.
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Items of Business
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•
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Proposal 1 : To elect ten (10) directors to hold office until our next annual meeting of stockholders and until their respective successors are elected and qualified.
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Board Recommendation: FOR
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•
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Proposal 2 : To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021.
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Board Recommendation: FOR
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•
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Proposal 3 : Approval of the Extraordinary Performance Award Program.
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Board Recommendation: FOR
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•
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To transact other business that may properly come before the annual meeting or any adjournments or postponements thereof.
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Record Date
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November 1, 2021
Only stockholders of record as of the close of business on November 1, 2021 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 any purpose germane to the annual meeting, during ordinary business hours for ten days prior to the annual meeting online at ir.quantumscape.com . Reasonable accommodations will be made if we cannot make the list available at our principal executive offices. The stockholder list will also be available online during the annual meeting.
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Availability of Proxy Materials
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This proxy statement, notice of annual meeting, form of proxy and our annual report (the “Proxy Materials”), are first being sent or given on or about November 8, 2021 to all stockholders entitled to vote at the annual meeting. These Proxy Materials can also be accessed as of November 8, 2021 by visiting www.proxyvote.com .
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Voting
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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.
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By order of the Board of Directors,
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Jagdeep Singh
President, Chief Executive Officer and Chairman
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Page
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•
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Proposal 1: the election of 10 directors to hold office until our next annual meeting of stockholders and until their respective successors are elected and qualified;
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•
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Proposal 2: the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021; and
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Proposal 3: the approval of the Extraordinary Performance Award Program.
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Proposal 1: “FOR” the election of each director nominee named in this proxy statement;
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Proposal 2: “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021; and
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Proposal 3: “FOR” the approval of the Extraordinary Performance Award Program.
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Proposal No. 1: Each director is elected by a plurality of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting and entitled to vote on the election of directors. A plurality means that the 10 nominees receiving the highest number of affirmative FOR votes at the annual meeting will be elected as directors. You may (1) vote FOR the election of all of the director nominees named herein, (2) WITHHOLD authority to vote for all such director nominees or (3) vote FOR the election of all such director nominees other than any nominees with respect to whom the vote is specifically WITHHELD by indicating in the space provided on the proxy. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of a WITHHOLD vote or a broker non-vote, will have no effect on the outcome of the election.
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Proposal No. 2: The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021 requires the affirmative vote of a majority of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting and entitled to vote thereon. You may vote FOR or AGAINST this proposal, or you may indicate that you wish to ABSTAIN from voting on this proposal. Abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against this proposal, i.e., will have the same effect as a vote AGAINST this proposal. Because this is a routine proposal, we do not expect any broker non-votes on this proposal.
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Proposal No. 3: Approval of the Extraordinary Performance Award Program requires the affirmative vote under two different voting standards:
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by voting via the Internet if you received your Proxy Materials by email;
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by voting via the Internet, by telephone or by completing, signing and returning your proxy card in the postage-paid envelope provided so that it is received prior to the annual meeting, if you received printed Proxy Materials, or
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by attending the annual meeting virtually by visiting www.virtualshareholdermeeting.com/QS2021, where you may vote during the meeting (have your proxy card in hand when you visit the website).
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Proposal 1: “FOR” the election of each director nominee named in this proxy statement;
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Proposal 2: “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021; and
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Proposal 3: “FOR” the approval of the Extraordinary Performance Award Program.
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entering a new vote by Internet or telephone (subject to the applicable deadlines for each method as set forth above);
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completing and returning a later-dated proxy card, which must be received prior to the annual meeting;
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delivering a written notice of revocation to our corporate secretary at QuantumScape Corporation, 1730 Technology Drive, San Jose, California, 95110, Attention: Corporate Secretary, which must be received prior to the annual meeting; or
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attending and voting at the virtual annual meeting (although attendance at the virtual annual meeting will not, by itself, revoke a proxy).
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providing stockholders with the ability to submit appropriate questions up to 15 minutes in advance of the meeting;
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providing stockholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per stockholder unless time otherwise permits; and
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answering as many questions submitted in accordance with the meeting rules of conduct as appropriate in the time allotted for the meeting.
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Name
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Age
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Position(s)
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Director of Legacy
QuantumScape
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Director of QuantumScape
Corporation
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Nominees for Director
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Jagdeep Singh
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54
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President, Chief Executive Officer, Co-Founder and Chairman
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May 2010 - Present
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November 2020 - Present
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Frank Blome
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52
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Director
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September 2020 - January 2021
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November 2020 - Present
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Brad Buss (1)(2)
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57
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Director
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August 2020 - January 2021
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November 2020 - Present
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John Doerr (3)
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70
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Director
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December 2010 - January 2021
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November 2020 - Present
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Prof. Dr. Jürgen Leohold (2)
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67
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Director
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May 2015 - January 2021
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November 2020 - Present
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Justin Mirro (1)(3)
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53
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Director, Lead Independent Director
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—
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April 2020 - Present
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Prof. Fritz Prinz
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71
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Director, Co-Founder
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December 2010 - January 2021
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November 2020 - Present
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Dipender Saluja (1)
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57
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Director
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August 2012 - January 2021
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November 2020 - Present
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J.B. Straubel (2)
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45
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Director
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February 2020 - January 2021
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November 2020 - Present
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Jens Wiese (3)
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48
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Director
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—
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January 2021 - Present
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(1)
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Member of audit committee
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(2)
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Member of compensation committee
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(3)
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Member of nominating and corporate governance committee
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selecting, compensating, and overseeing our independent registered public accounting firm;
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evaluating the performance, independence and qualifications of our independent registered public accounting firm and determining whether to retain our existing independent registered public accounting firm or engage a new independent registered public accounting firm;
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reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit and tax services;
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reviewing with the independent auditors and approving the annual audit plan, including the scope of audit activities and all critical accounting policies and practices to be used by us;
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reviewing our annual and quarterly financial statements and reports, including the disclosures in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and discussing the statements and reports with our independent auditors and management, and discussing with management and our independent registered public accounting firm the results of the annual audit and the quarterly reviews;
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reviewing our financial reporting processes, and disclosure controls and procedures;
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overseeing the design, implementation overseeing the design, implementation and performance of our internal audit function;
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reviewing and providing oversight of any related party transactions in accordance with our related party transaction policy and reviewing, monitoring compliance with legal and regulatory responsibilities, including our code of business conduct and ethics; and
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establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting, auditing or other matters, including confidential, anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters.
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reviewing and approving the corporate goals and objectives that pertain to the determination of the compensation of our executive officers, including our chief executive officer;
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reviewing and approving performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives;
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reviewing and approving or making recommendations to our board of directors regarding the compensation and other terms of employment of our executive officers, including our chief executive officer;
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reviewing and approving the terms of any employment agreements, severance arrangements, change in control arrangements and any other material arrangements for our executive officers;
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administering our equity incentive plans, to the extent such authority is delegated by our board of directors; reviewing, approving and administering our employee benefit and equity incentive plans;
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establishing and reviewing the compensation plans and programs of our employees, and ensuring that they are consistent with our general compensation strategy;
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•
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making recommendations to our board of directors regarding the adoption or amendment of equity and cash incentive plans and approving amendments to such plans to the extent authorized by our board of directors;
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if the board of directors or committee establishes stock ownership guidelines for the executive officers and non-employee members of the board of directors, monitoring compliance with any such stock ownership guidelines;
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approving or making recommendations to our board of directors regarding the creation or revision of any clawback policy;
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reviewing and making recommendations to our board of directors regarding the type and amount of compensation to be paid or awarded to our outside board members;
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reviewing with management our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement;
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preparing an annual report on executive compensation that the SEC requires in our annual proxy statement, to the extent such report is required;
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reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act; and
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reviewing and evaluating on an annual basis the performance of the compensation committee and recommending such changes as deemed necessary with our board of directors.
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reviewing and assessing and making recommendations to our board of directors regarding desired qualifications, expertise and characteristics sought of board members;
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identifying, reviewing and making recommendations of candidates to serve on our board of directors;
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considering our board of directors’ leadership structure, including the separation of the chairman and chief executive officer roles and/or appointment of a lead independent director of our board, either permanently or for specific purposes, and making such recommendations to our board of directors;
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developing and reviewing periodically policies and procedures for considering stockholder nominees for election to our board of directors and evaluating nominations by stockholders of candidates for election to our board of directors;
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evaluating the “independence” of directors and director nominees against the independence requirements of the NYSE, applicable rules and regulations of the SEC and other applicable laws;
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reviewing our succession planning process for our chief executive officer and any other members of our executive management team;
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evaluating the current size, composition and organization of our board of directors and its committees and making recommendations to our board of directors for approvals;
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recommending to our board of directors any changes to the corporate governance guidelines and corporate governance framework;
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reviewing issues and developments related to corporate governance and identifying and bringing to the attention of our board of directors current and emerging corporate governance trends;
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overseeing director orientation for new directors and continuing education for our directors;
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evaluating the performance of our board of directors and its committees and individual directors and determining whether continued service on our board of directors is appropriate;
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reviewing and monitoring compliance with our code of business conduct and ethics, and reviewing possible, actual and potential conflicts of interest of our board members and officers other than related party transactions reviewed by our audit committee;
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administering policies and procedures for communications with the non-management members of our board of directors;
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if the board of directors or committee establishes stock ownership guidelines for the executive officers and non-employee members of the board of directors, monitoring compliance with any such stock ownership guidelines; and
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reviewing annually the nominating and corporate governance committee charter, structure and membership requirements and recommending any proposed changes to our board of directors, including undertaking an annual review of its own performance.
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$80,000 per year for service as a board member;
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$22,000 per year for service as lead independent director of the board;
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$25,000 per year for service as chair of the audit committee;
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$12,500 per year for service as member of the audit committee;
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$18,000 per year for service as chair of the compensation committee;
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$9,000 per year for service as member of the compensation committee;
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$13,000 per year for service as chair of the nominating and corporate governance committee; and
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•
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$6,500 per year for service as member of the nominating and corporate governance committee.
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Name(1)
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Fees Earned
or Paid in Cash
($)
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Option
Awards
($)(2)
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All Other
Compensation
($)
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Total
($)
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Frank Blome
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—
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—
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—
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—
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Brad Buss
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—
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4,540,863
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—
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4,540,863
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John Doerr
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—
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| |
—
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—
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—
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Vinod Khosla(3)
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—
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| |
—
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| |
—
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—
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Thomas LaSorda(4)
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| |
—
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| |
—
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| |
—
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—
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Prof. Dr. Jürgen Leohold
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60,283
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—
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—
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60,283
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Justin Mirro
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—
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—
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| |
—
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—
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Anders Pettersson(4)
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—
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—
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—
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—
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Prof. Fritz Prinz
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202,788
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—
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—
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202,788
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Mitchell Quain(4)
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—
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—
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—
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—
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Donald Runkle(4)
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—
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—
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—
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—
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Dipender Saluja
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—
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—
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—
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—
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Matthew Simoncini(4)
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—
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—
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—
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—
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J.B. Straubel
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—
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—
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—
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—
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(1)
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Jens Wiese joined our board of directors after December 31, 2020 and thus is intentionally omitted from this table.
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(2)
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The option awards were originally granted under Legacy QuantumScape’s 2010 Equity Incentive Plan and have since been assumed by us in connection with the Business Combination. The amounts in this column represent the aggregate grant-date fair value of awards granted to each member of the board of directors, computed in accordance with the FASB’s ASC Topic 718. See Note 8 to the audited consolidated financial statements included elsewhere in this proxy statement for a discussion of the assumptions made by us in determining the grant-date fair value of our equity awards.
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(3)
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Vinod Khosla was a director of Legacy QuantumScape and resigned from the board of directors of Legacy QuantumScape in November 2020.
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(4)
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Thomas LaSorda, Anders Pettersson, Mitchell Quain, Donald Runkle and Matthew Simoncini were directors of Kensington and resigned from our board of directors in connection with the Business Combination in November 2020.
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Name
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Aggregate Number of Shares
Underlying Outstanding Options(2)
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Frank Blome
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—
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Brad Buss
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1,407,612
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John Doerr
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—
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Vinod Khosla
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—
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Thomas LaSorda(1)
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—
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Prof. Dr. Jürgen Leohold
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804,350
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Justin Mirro
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—
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Anders Pettersson(1)
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—
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Prof. Fritz Prinz
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—
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Mitchell Quain(1)
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—
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Donald Runkle(1)
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—
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Dipender Saluja
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—
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Matthew Simoncini(1)
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—
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J.B. Straubel
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1,005,437
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(1)
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Thomas LaSorda, Anders Pettersson, Mitchell Quain, Donald Runkle and Matthew Simoncini were directors of Kensington and resigned from our board of directors in connection with the Business Combination in November 2020.
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(2)
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The option awards represented in this column were originally granted under Legacy QuantumScape’s 2010 Equity Incentive Plan and have since been assumed by us in connection with the Business Combination.
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2020
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Audit Fees(1)
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$2,559
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Audit-Related Fees(2)
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17
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Tax Fees(3)
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23
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Total Fees
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$2,599
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(1)
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“Audit Fees” consist of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, reviews of our quarterly consolidated financial statements and related accounting consultations and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. This category also includes fees for services incurred in connection with our combination with Kensington.
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(2)
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“Audit-Related Fees” consists of fees for services for an information security assessment.
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(3)
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“Tax Fees” consists of fees for tax compliance services, including assistance with the preparation of income tax returns and general tax planning and consulting.
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Business Milestones (1)
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•
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Delivery of an A-sample battery cell that meets specifications agreed upon with an automaker
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•
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The validation by an auto maker of a completed B-sample battery cell (a B-sample battery cell is a functional, complete battery cell prototype produced from our pre-pilot or sample production line)
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•
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Delivery of at least 1-gigawatt hour (GWh) of battery cells to a single customer
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•
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Delivery of at least 3-gigawatt hour (GWh) of battery cells to each of three or more customers, with at least one of such customer being an auto maker
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•
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$5 billion in GAAP revenue over a period of trailing four quarters
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•
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$10 billion in GAAP revenue over a period of trailing four quarters
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•
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Total cumulative battery cell production of 500 GWh
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•
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Total cumulative battery cell production of 1,000 GWh
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•
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Adjusted EBITDA margin of at least 25% over four consecutive quarters
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•
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10% of worldwide market share in automotive battery cells (excluding China)
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•
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20% of worldwide market share in automotive battery cells (excluding China)
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(1)
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To permit flexibility in how the business develops, the production and market share targets include cells manufactured by the Company and its subsidiaries, joint ventures and licensees, and by cell makers who incorporate separators manufactured by or under license from the Company.
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Tranche
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Business Milestone Requirement
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Stock Price Target
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1
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Achievement of 1 Business Milestone
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$60
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2
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Achievement of 2 Business Milestones (inclusive of the Business Milestone applicable to Tranche 1)
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$120
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3
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Achievement of 3 Business Milestones (inclusive of the Business Milestones applicable to Tranche 2)
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$180
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4
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Achievement of 4 Business Milestones (inclusive of the Business Milestones applicable to Tranche 3)
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$240
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5
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Achievement of 5 Business Milestones (inclusive of the Business Milestones applicable to Tranche 4)
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$300
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Terms
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Detail
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Allocation of EPAs
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The Company’s CEO and 14 other members of the Company’s management team have been identified as initial recipients of EPAs. Approximately 12.5% of the EPA Pool has not been allocated at this time. The Company may grant additional EPAs, subject to the overall EPA Pool limitation described below, on the same terms and conditions as the initial EPAs (without any adjustment to the term of the EPAs, including with respect to 10-year achievement deadline from the Program Commencement Date).
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Date of Grant; Exercise Price
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If approved by stockholders, EPAs initially allocated under the program will be granted on the Program Commencement Date and EPAs subsequently allocated under the program will be granted on the date such grants are approved by our board of directors (each such date, the “Date of Grant”). The exercise price of each EPA will be the closing sales price of our Class A common stock on the applicable Date of Grant.
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Vesting of EPAs
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In order for EPAs subject to a Tranche to vest (such vested EPAs, “Vested EPAs”), the Company must first achieve the Business Milestone requirement, and then achieve the Stock Price Target applicable to that Tranche, and also satisfy the Position Requirement (as defined below).
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Business Milestones
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|
| |
|
| |
|
|
| |
The Business Milestones are described in more detail in Appendix 1.
|
||||||
|
| |
|
| |
|
| |
|
|
| |
Once a Business Milestone has been achieved, that Business Milestone will be considered achieved, even if later the Company does not maintain performance at that level. For example, if the Company achieves $5 billion in GAAP revenue over a period of trailing four quarters, that Business Milestone will be deemed to be
|
Terms
|
| |
Detail
|
||||||
|
| |
There is no automatic vesting of any part of an EPA upon a change in control of QuantumScape. This treatment will supersede any conflicting treatment pursuant to any other agreement between the Company and a participant.
|
||||||
|
| |
|
| |
|
| |
|
|
| |
In a change in control situation, the Business Milestone requirement will not be applicable and QuantumScape’s stock price for the purposes of the Stock Price Targets will be the price per share paid in such change in control. In the event that QuantumScape’s stock price by this measure falls between two Stock Price Targets, linear interpolation between the two applicable Stock Price Targets will be used to determine an additional portion of the EPAs that will become Vested EPAs. Any portion of an EPA that is not a Vested EPA upon a change in control will terminate.
|
||||||
|
| |
|
| |
|
| |
|
Exercise Methods / Requirements
|
| |
Exercise Methods:
|
||||||
|
|
| |
|
| |
|
||
|
| |
•
|
| |
Cashless: sufficient shares to cover exercise prices and tax withholding obligations with respect to the exercise of an EPA are simultaneously sold upon exercise of options; and
|
|||
|
| |
•
|
| |
Cash: exercise price and tax withholding obligations with respect to the exercise of an EPA are paid in cash upon exercise of EPAs.
|
|||
|
| |
|
| |
|
| |
|
Clawback
|
| |
Benefits of the EPA Program will be subject to a clawback in the event of fraud, intentional misconduct, and actions leading to material reputational harm to QuantumScape, at the sole determination of the board of directors or the compensation committee.
|
||||||
|
| |
|
| |
|
| |
|
Repricing; Revisions of Terms
|
| |
A repricing of the EPAs will not be permitted without stockholder approval, except in the case of certain adjustments to the Company’s shares as permitted under Section 14(a) of our 2020 Equity Incentive Plan, for example adjustments to the Stock Price Targets and number of shares subject to the EPA in the case of a stock split. The Company will not modify the material terms of an EPA (including modifications related to vesting in an EPA) without stockholder approval, except that (1) the number of shares subject to Mr. Singh’s EPAs with respect to unvested Tranches may be reduced in the sole discretion of the board of directors or compensation committee in the event of a change in Mr. Singh’s role with the Company, and (2) this prohibition shall not affect the authority of the board of directors or compensation committee to make determinations and technical amendments deemed necessary or advisable for administering the EPA Program, including but not limited to adjustments to the exercise price and to the Stock Price Targets in the case of a stock split or other events described in Section 14(a) of the 2020 Equity Incentive Plan.
|
||||||
|
| |
|
| |
|
| |
|
Effect on Plan Share Reserve
|
| |
As of October 21, 2021, approximately 39,670,711 shares were available to be issued under our 2020 Equity Incentive Plan. If EPAs covering all 16,798,266 shares contemplated under the EPA Program are granted, approximately 22,872,445 shares will remain available to be issued under our 2020 Equity Incentive Plan.
|
•
|
Aligning our key service providers’ interests with those of QuantumScape and its other stockholders;
|
•
|
Motivating our key service providers to deliver sustainable and significant stockholder value through the achievement of ambitious performance milestones;
|
•
|
Ensuring that the EPA Program is linked to performance and will not vest (and therefore not be of any value to recipient) unless all of QuantumScape’s stockholders benefit from significant value creation;
|
•
|
Incentivizing Mr. Singh and our other key service providers to continue to contribute to QuantumScape over the long-term.
|
1.
|
Creation of Significant Stockholder Value
|
Tranche
|
| |
Stock Price Target
|
| |
Percent Increase in Stock Price(1)
|
0
|
| |
$24.91(1)
|
| |
—
|
1
|
| |
$60
|
| |
141%
|
2
|
| |
$120
|
| |
382%
|
3
|
| |
$180
|
| |
623%
|
4
|
| |
$240
|
| |
863%
|
5
|
| |
$300
|
| |
1,104%
|
(1)
|
Assumes an initial stock price of $24.91 (the closing price on October 21, 2021).
|
2.
|
Alignment of Interests of the Company, Management and Stockholders
|
3.
|
Spurring the Achievement of QuantumScape’s Current and Future Strategic and Financial Objectives
|
4.
|
Ensuring Continued Leadership and Services
|
•
|
Attracting top talent to fill positions throughout the company, growing from about 180 employees at the start of 2020 to over 470 employees as of September 30, 2021;
|
•
|
Completing seven rounds of venture capital financings with leading investment firms, leading ultimately to our public listing on the NYSE through the Business Combination;
|
•
|
Securing commercial agreements with Volkswagen (including a joint venture agreement) and other partners;
|
•
|
Meeting auto-relevant specs for single layer and 4-layer cells prototype performance; and
|
•
|
Securing 131 worldwide patents and 115 worldwide patent applications since the Company’s inception as of September 30, 2021.
|
•
|
the deliberation process by the board of directors and compensation committee in light of best practices in corporate governance, including but not limited to:
|
○
|
the engagement of independent compensation consultants to advise on the structuring of the program;
|
○
|
the consideration of similar long-term compensation proposals adopted by other public companies;
|
○
|
exclusion of members of management from most of these board of directors and compensation committee meetings; and
|
○
|
whether or not to subject the adoption of the program to the vote and approval of the stockholders, and if so, what the requisite stockholder vote should be;
|
•
|
balancing a variety of important objectives, including:
|
○
|
aligning our key service providers’ interests with those of QuantumScape and its other stockholders;
|
○
|
incentivizing Mr. Singh to continue to lead QuantumScape over the long-term;
|
○
|
incentivizing our other key service providers to continue to contribute to QuantumScape over the long-term;
|
○
|
motivating our key service providers to help QuantumScape achieve the Stock Price Targets and performance milestones, which would generate significant stockholder value; and
|
○
|
ensuring that the EPA Program is linked to performance and will not vest (and therefore not be of any value to recipient) unless all of QuantumScape’s stockholders benefit from significant value creation;
|
•
|
the total equity to allocate to the EPA Program and the appropriate allocation of this long-term equity grant between the CEO and other share recipients under the EPA Program;
|
•
|
the potential value that could be realized by recipients of EPAs compared to that of other stockholders as the EPA Tranches vest;
|
•
|
the mix of medium-term and long-term Stock Price Targets and Business Milestones;
|
•
|
the scope and nature of the Business Milestones that, if fully achieved, would enable the Company to fulfill its stated mission of revolutionizing energy storage to enable a sustainable future;
|
•
|
the levels of Stock Price Targets that, if achieved, would result at each level in significant increases of value to the Company’s stockholders;
|
•
|
the methodology in determining how a Stock Price Target is achieved, including how long a period a stock price must be sustained;
|
•
|
service-based position requirements in addition to the performance-based conditions for each tranche so that all EPA Program recipients must remain employed with the Company at the time of achievement of the performance-based conditions; and
|
•
|
whether the performance-based equity incentive program should be the only or primary source of equity incentives for Mr. Singh and our other key service providers.
|
|
| |
|
| |
|
| |
Grant of Total Pool
|
|||||||||
Total Tranches Vested
|
| |
Stock
Price
Target
|
| |
Value
Realized by
CEO ($ in
millions)(1)
|
| |
Value
Realized by
other EPA
recipients ($
in millions)(1)
|
| |
Stockholder
Value
Realized ($
in millions)
|
| |
% of Value
Realized by
CEO and
Other
Recipients
via Awards
|
| |
% of Value
Realized by
Other
Stockholders
|
0 Tranches
|
| |
$24.91
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
1 Tranche
|
| |
$60
|
| |
58.9
|
| |
58.9
|
| |
14,823.7
|
| |
0.79%
|
| |
99.21%
|
2 Tranches
|
| |
$120
|
| |
319.5
|
| |
319.5
|
| |
40,170.5
|
| |
1.57%
|
| |
98.43%
|
3 Tranches
|
| |
$180
|
| |
781.6
|
| |
781.6
|
| |
65,517.3
|
| |
2.33%
|
| |
97.67%
|
4 Tranches
|
| |
$240
|
| |
1,445.3
|
| |
1,445.3
|
| |
90,864.1
|
| |
3.08%
|
| |
96.92%
|
5 Tranches
|
| |
$300
|
| |
2,310.5
|
| |
2,310.5
|
| |
116,210.9
|
| |
3.82%
|
| |
96.18%
|
(1)
|
Values are calculated assuming the date of grant of EPAs of October 21, 2021, and assume a grant price equal to the then closing stock price of $24.91 per share and then total shares outstanding of 422,446,963. The assumed future dilution is detailed below under the heading “Potential Ownership of Securities by CEO as a Result of the Extraordinary Performance Award Program”.
|
|
Letter
Code
|
| |
Shares
|
| |
Number of
Shares
|
|
|
A =
|
| |
Shares (including shares subject to outstanding vested and unvested stock options and restricted stock units) beneficially held by CEO and affiliated family trusts as of October 21, 2021
|
| |
32,085,861
|
|
|
B =
|
| |
Shares outstanding as of October 21, 2021
|
| |
422,446,963
|
|
|
C =
|
| |
Shares subject to all outstanding vested and unvested stock options and restricted stock units as of October 21, 2021
|
| |
54,349,365
|
|
|
D =
|
| |
Shares subject to EPA to be granted to CEO
|
| |
8,399,133
|
|
|
E =
|
| |
Shares subject to EPAs to be granted to other recipients
|
| |
8,399,133
|
|
|
F =
|
| |
Estimated shares to be outstanding (B+C+D+E)
|
| |
493,594,594
|
|
|
CEO Estimated Beneficial Ownership Percentage ((A+D)/F)
|
| |
8.2%
|
|
Name of Individual or Group and Position
|
| |
Number of Shares Subject to Options
|
Jagdeep Singh, President and Chief Executive Officer
|
| |
8,399,133
|
Kevin Hettrich, Chief Financial Officer
|
| |
419,956
|
Michael McCarthy, Chief Legal Officer and Head of Corporate Development
|
| |
419,956
|
All other current executive officers, as a group (3 persons)
|
| |
2,519,739
|
All current directors who are not executive officers, as a group (1 person)
|
| |
209,978
|
All employees who are not executive officers or current directors, as a group (8 persons)
|
| |
2,729,715
|
Unallocated and reserved for future grants within one year of date of annual general meeting
|
| |
2,099,789
|
|
| |
|
Total number of shares reserved under EPA Program
|
| |
16,798,266
|
(1)
|
the affirmative vote of a majority of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting entitled to vote thereon (the “Bylaws Standard”), and
|
(2)
|
the affirmative vote of a majority of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting by holders of shares of common stock that are not beneficially owned, directly or indirectly, by members of our management team (including Mr. Singh) who will receive Extraordinary Performance Awards if the proposal is approved (the “Disinterested Standard”).
|
•
|
reviewed and discussed the audited consolidated financial statements with management and Ernst & Young LLP;
|
•
|
discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”), and the SEC; and
|
•
|
received the written disclosures and the letter from Ernst & Young LLP required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with Ernst & Young LLP its independence.
|
Name
|
| |
Age
|
| |
Position(s)
|
Jagdeep Singh
|
| |
54
|
| |
President, Chief Executive Officer and Chairman
|
Dr. Timothy Holme
|
| |
40
|
| |
Chief Technology Officer
|
Dr. Mohit Singh
|
| |
43
|
| |
Chief Development Officer
|
Kevin Hettrich
|
| |
39
|
| |
Chief Financial Officer
|
Michael McCarthy
|
| |
56
|
| |
Chief Legal Officer and Head of Corporate Development
|
Celina Mikolajczak
|
| |
51
|
| |
Vice President of Manufacturing Engineering
|
•
|
Jagdeep Singh, President and Chief Executive Officer
|
•
|
Kevin Hettrich, Chief Financial Officer
|
•
|
Michael McCarthy, Chief Legal Officer and Head of Corporate Development
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Stock
Awards
($)(1)
|
| |
Option
Awards
($)(1)
|
| |
All Other
Compensation
($)(2)
|
| |
Total
($)
|
Jagdeep Singh
President, Chief Executive
Officer and Director
|
| |
2020
|
| |
277,116
|
| |
16,719,999
|
| |
—
|
| |
55,000
|
| |
17,052,115
|
|
2019
|
| |
275,334
|
| |
—
|
| |
—
|
| |
—
|
| |
275,334
|
||
Kevin Hettrich(3)
Chief Financial Officer
|
| |
2020
|
| |
310,096
|
| |
3,344,000
|
| |
—
|
| |
63,000
|
| |
3,717,096
|
Michael McCarthy
Chief Legal Officer and Head
of Corporate Development
|
| |
2020
|
| |
361,779
|
| |
2,507,998
|
| |
—
|
| |
73,500
|
| |
2,943,277
|
|
2019
|
| |
350,334
|
| |
—
|
| |
906,260
|
| |
—
|
| |
1,256,594
|
(1)
|
All stock awards and option awards were originally granted under Legacy QuantumScape’s 2010 Equity Incentive Plan and have since
|
(2)
|
Amounts listed reflect a payment made to each of our named executive officers in order to secure his execution of an employee lock-up agreement in connection with our company’s entry into a Business Combination Agreement dated September 2, 2020.
|
(3)
|
Mr. Hettrich was not a named executive officer in 2019.
|
|
| |
Option Awards
|
| |
Stock Awards
|
|||||||||||||||
Name
|
| |
Grant
Date
|
| |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)(1)
|
| |
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
| |
Option
Exercise
Price
($)(2)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of Stock
That Have Not
Vested (#)
|
| |
Market Value
of Shares or
Units of Stock
That Have Not
Vested ($)(3)
|
Jagdeep Singh(4)(6)
|
| |
04/08/2013
|
| |
2,010,874
|
| |
—
|
| |
0.64
|
| |
04/07/2023
|
| |
—
|
| |
—
|
Jagdeep Singh(5)(6)
|
| |
08/19/2016
|
| |
2,499,520
|
| |
—
|
| |
1.31
|
| |
08/19/2026
|
| |
—
|
| |
—
|
Jagdeep Singh(6)(7)
|
| |
03/15/2017
|
| |
5,957,193
|
| |
541,560
|
| |
1.33
|
| |
03/15/2027
|
| |
—
|
| |
—
|
Jagdeep Singh(6)(8)
|
| |
08/07/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4,021,750
|
| |
16,719,999
|
Kevin Hettrich(6)(9)
|
| |
05/03/2016
|
| |
265,680
|
| |
—
|
| |
1.31
|
| |
05/03/2026
|
| |
—
|
| |
—
|
Kevin Hettrich(6)(10)
|
| |
03/15/2017
|
| |
420,631
|
| |
46,920
|
| |
1.33
|
| |
03/15/2027
|
| |
—
|
| |
—
|
Kevin Hettrich(6)(11)
|
| |
06/05/2019
|
| |
150,816
|
| |
251,358
|
| |
2.38
|
| |
06/05/2029
|
| |
—
|
| |
—
|
Kevin Hettrich(6)(12)
|
| |
08/07/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
804,350
|
| |
3,344,000
|
Michael McCarthy(6)(13)
|
| |
05/01/2013
|
| |
124,673
|
| |
—
|
| |
0.64
|
| |
04/30/2023
|
| |
—
|
| |
—
|
Michael McCarthy(6)(14)
|
| |
09/18/2013
|
| |
603,262
|
| |
—
|
| |
0.64
|
| |
09/17/2023
|
| |
—
|
| |
—
|
Michael McCarthy(15)
|
| |
02/27/2015
|
| |
333,804
|
| |
—
|
| |
1.05
|
| |
02/26/2025
|
| |
—
|
| |
—
|
Michael McCarthy(6)(16)
|
| |
05/03/2016
|
| |
100,542
|
| |
—
|
| |
1.31
|
| |
05/03/2026
|
| |
—
|
| |
—
|
Michael McCarthy(6)(10)
|
| |
03/15/2017
|
| |
611,977
|
| |
55,632
|
| |
1.33
|
| |
03/15/2027
|
| |
—
|
| |
—
|
Michael McCarthy(6)(11)
|
| |
06/05/2019
|
| |
226,224
|
| |
377,037
|
| |
2.38
|
| |
06/05/2029
|
| |
—
|
| |
—
|
Michael McCarthy(6)(12)
|
| |
08/07/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
603,262
|
| |
2,507,998
|
(1)
|
All stock options were originally granted pursuant to the Legacy QuantumScape’s 2010 Equity Incentive Plan and have since been and assumed by us in connection with, the Business Combination.
|
(2)
|
This column represents the fair market value of a share of common stock on the date of the grant, as determined by our board of directors.
|
(3)
|
The amounts in this column represent the aggregate grant-date fair value of awards granted to each named executive officer, computed in accordance with the FASB ASC Topic 718. See Note 9 to the audited consolidated financial statements included in the Annual Report on Form 10-K, as amended, for the year ended December 31, 2020 for a discussion of the assumptions made by us in determining the grant-date fair value of our equity awards.
|
(4)
|
75% of these option shares vested on February 13, 2016, and the remainder were vested by February 13, 2017.
|
(5)
|
These option shares vested by December 10, 2018.
|
(6)
|
The equity award is eligible for accelerated vesting in the event the named executive officer’s employment is terminated in a qualifying termination in connection with a change in control. The acceleration rights are described below under “Executive Compensation—Potential Payments upon Termination or Change in Control.”
|
(7)
|
These option shares vested as to 1/48th of the total shares subject to the option on May 1, 2017, and the remainder vested and will vest on each monthly anniversary thereafter, subject to the optionee’s continued service through each vesting date.
|
(8)
|
1/8th of the restricted stock units vest on February 15, 2021 and 1/16th vest quarterly thereafter, subject to the holder’s continued service through each vesting date.
|
(9)
|
These option shares vested on April 27, 2019.
|
(10)
|
These option shares vested as to 1/48th of the total shares subject to the option on May 1, 2017, and the remainder vested and will vest on each monthly anniversary thereafter, subject to the optionee’s continued service through each vesting date.
|
(11)
|
These option shares vested as to 1/48th of the total shares subject to the option on June 5, 2019, and the remainder vested and will vest on each monthly anniversary thereafter, subject to the optionee’s continued service through each vesting date.
|
(12)
|
1/6th of the RSUs vest on February 15, 2021 and 1/12th vest quarterly thereafter, subject to the holder’s continued service as of each vesting date.
|
(13)
|
25% of these option shares vested on April 8, 2014, and the remainder were vested by April 8, 2017.
|
(14)
|
25% of these option shares vested on September 18, 2014, and the remainder were vested by September 18, 2017.
|
(15)
|
These option shares vested on February 27, 2018.
|
(16)
|
These option shares vested on February 18, 2019.
|
•
|
continued base salary for 12 months (or 6 months for named executive officers other than our Chief Executive Officer);
|
•
|
up to 50% of each named executive officer’s potential bonus, in the discretion of the compensation committee;
|
•
|
paid COBRA benefits for up to 12 months (or 6 months for named executive officers other than our Chief Executive Officer); and
|
•
|
no acceleration of equity awards.
|
•
|
a lump-sum payment of 12 months of base salary;
|
•
|
a lump-sum payment equal to 100% of the potential bonus;
|
•
|
paid COBRA benefits for up to 12 months; and
|
•
|
100% acceleration of equity awards.
|
•
|
each person, or group of affiliated persons, known by us to beneficially own more than 5% of any class or voting power of our common stock;
|
•
|
each of our named executive officers;
|
•
|
each of our directors; and
|
•
|
all of our executive officers and directors as a group.
|
|
| |
Shares Beneficially Owned
|
| |
|
|||||||||
|
| |
Class A Common Stock
|
| |
Class B Common Stock+
|
| |
Percent of
Total Voting
Power(1)
|
||||||
Name of Beneficial Owner
|
| |
Number
|
| |
Percentage
|
| |
Number
|
| |
Percentage
|
| ||
Greater than 5% Stockholders:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Volkswagen Group of America Investments, LLC(1)
|
| |
68,236,103
|
| |
20.95
|
| |
17,980,436
|
| |
18.59
|
| |
19.18
|
Khosla Ventures III, LP(2)
|
| |
4,830,503
|
| |
1.48
|
| |
30,609,901
|
| |
31.64
|
| |
24.05
|
Capricorn Libra Investment Group, LP(3)
|
| |
19,487,452
|
| |
5.98
|
| |
—
|
| |
*
|
| |
1.51
|
KPCB Holdings, Inc., as nominee(4)
|
| |
4,159,291
|
| |
1.28
|
| |
5,981,773
|
| |
6.18
|
| |
4.95
|
Dr. Timothy Holme(5)
|
| |
1,361,885
|
| |
*
|
| |
12,318,796
|
| |
12.69
|
| |
9.6
|
Named Executive Officers and Directors:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Jagdeep Singh(6)
|
| |
12,384,570
|
| |
3.7
|
| |
16,936,341
|
| |
17.15
|
| |
13.74
|
Kevin Hettrich(7)
|
| |
1,192,057
|
| |
*
|
| |
—
|
| |
*
|
| |
*
|
Michael McCarthy(8)
|
| |
2,509,662
|
| |
*
|
| |
78,866
|
| |
*
|
| |
*
|
Prof. Fritz Prinz(9)
|
| |
1,500,000
|
| |
*
|
| |
11,484,541
|
| |
11.87
|
| |
9.0
|
Frank Blome(10)
|
| |
—
|
| |
*
|
| |
—
|
| |
*
|
| |
*
|
Brad Buss(11)
|
| |
666,328
|
| |
*
|
| |
—
|
| |
*
|
| |
*
|
John Doerr(12)
|
| |
1,640,982
|
| |
*
|
| |
—
|
| |
*
|
| |
*
|
Prof. Dr. Jürgen Leohold(13)
|
| |
273,212
|
| |
*
|
| |
—
|
| |
*
|
| |
*
|
Justin Mirro(14)
|
| |
1,834,056
|
| |
*
|
| |
—
|
| |
*
|
| |
*
|
J.B. Straubel(15)
|
| |
621,650
|
| |
*
|
| |
182,700
|
| |
*
|
| |
*
|
Dipender Saluja(16)
|
| |
2,744
|
| |
*
|
| |
—
|
| |
*
|
| |
*
|
Jens Wiese(17)
|
| |
—
|
| |
*
|
| |
—
|
| |
*
|
| |
*
|
All directors and executive officers as a group (15 individuals)(18)
|
| |
27,503,260
|
| |
8.01
|
| |
41,001,244
|
| |
41.35
|
| |
32.77
|
*
|
Represents beneficial ownership of less than 1%.
|
(1)
|
Consists of 68,236,103 shares of Class A Common Stock and 17,980,436 shares of Class B Common Stock. The business address of Volkswagen Group of America Investments, LLC is 220 Ferdinand Porsche Dr. Herndon, VA 20171.
|
(2)
|
Consists of 4,830,503 shares of Class A Common Stock and 30,609,901 shares of Class B Common Stock. The business address of Khosla Ventures III, LP is 2128 Sand Hill Road Menlo Park, CA 94025.
|
(3)
|
Consists of 1,604,056 shares of Class A Common Stock held by Technology Impact Growth Fund, LP, 4,322,856 shares of Class A Common Stock held by TIGF Direct Strategies LLC – Series 3 and 13,560,540 shares of Class A Common Stock held by Capricorn-Libra Investment Group, LP. TIGF Partners, LLC is the general partner of Technology Impact Growth Fund, LP and the manager of TIGF Direct Strategies LLC – Series 3. TIGF Partners, LLC is owned by Dipender Saluja (40%), Ion Yadigaroglu (40%) and Capricorn Investment Group, LLC (20%). The business address of each of these entities is 250 University Avenue Palo Alto, CA 94301.
|
(4)
|
Consists of (a) 4,159,291 shares of Class A Common Stock and (b) 5,981,773 shares of Class B Common Stock. The business address of KPCB Holdings, Inc., as nominee is 2750 Sand Hill Road, Menlo Park, CA 94025.
|
(5)
|
Consists of (a) options to purchase 1,001,414 shares of Class A Common Stock that are exercisable within 60 days of October 21, 2021, (b) options to purchase 333,804 shares of Class B Common Stock that are exercisable within 60 days of October 21, 2021, (c) 33,518 RSUs which are subject to vesting within 60 days of October 21, 2021, (d) 326,953 shares of Class A Common Stock, and (e) 11,984,992 shares of Class B Common Stock held by Dr. Holme.
|
(6)
|
Consists of (a) options to purchase 8,998,273 shares of Class A Common Stock that are exercisable within 60 days of October 21, 2021, (b) options to purchase 2,010,874 shares of Class B Common Stock that are exercisable within 60 days of October 21, 2021, (c) 251,360 RSUs which are subject to vesting within 60 days of October 21, 2021, (d) 480,062 shares of Class A Common Stock held by Mr. Singh, (e) 1,340,582 shares of Class B Common Stock held by Mr. Singh, (f) 4,021,750 shares of Class B Common Stock held in trust by Jagdeep Singh, Trustee of the Roshni Singh 2020 Annuity Trust A dated September 1, 2020, (g) 4,021,750 shares of Class B Common Stock held in trust by Jagdeep Singh, Trustee of the Jagdeep Singh 2020 Annuity Trust A dated September 1, 2020, (h) 969,289 shares of Class A Common Stock and 5,541,385 shares of Class B Common Stock held in trust by Jagdeep Singh & Roshni Singh, Trustees of the Singh Family Trust UDT dated October 3, 1996, (i) 561,862 shares of Class A Common Stock held in trust by Tejbir Singh Phool, Trustee of the Kismet Diya Singh 2013 Trust dated July 31, 2013, (j) 561,862 shares of Class A Common Stock held in trust by Tejbir Singh Phool, Trustee of the Nageena Singh 2013 Trust dated July 31, 2013, and (k) 561,862 shares of Class A Common Stock held in trust by Tejbir Singh Phool, Trustee of the Noor Deepika Singh 2013 Trust dated July 31, 2013. Mr. Singh shares voting and dispositive power and is the trustee of each of Jagdeep Singh, Trustee of the Roshni Singh 2020 Annuity Trust A dated September 1, 2020, Jagdeep Singh, Trustee of the Jagdeep Singh 2020 Annuity Trust A dated September 1, 2020, Jagdeep Singh & Roshni Singh, Trustees of the Singh Family Trust UDT dated October 3, 1996, Tejbir Singh Phool, Trustee of the Kismet Diya Singh 2013 Trust dated July 31, 2013, Tejbir Singh Phool, Trustee of the Nageena Singh 2013 Trust dated July 31, 2013 and Tejbir Singh Phool, Trustee of the Noor Deepika Singh 2013 Trust dated July 31, 2013.
|
(7)
|
Consists of (a) options to purchase 984,591 shares of Class A Common Stock that are exercisable within 60 days of October 21, 2021, (b) 67,026 RSUs which are subject to vesting within 60 days of October 21, 2021, and (c) 140,440 shares of Class A Common Stock.
|
(8)
|
Consists of (a) options to purchase 2,013,543 shares of Class A Common Stock that are exercisable within 60 days of October 21, 2021, (b) options to purchase 78,866 shares of Class B Common Stock that are exercisable within 60 days of October 21, 2021, (c) 50,272 RSUs which are subject to vesting within 60 days of October 21, 2021, and (d) 445,847 shares of Class A Common Stock held by Mr. McCarthy.
|
(9)
|
Consists of (a) 1,000,000 shares of Class A Common Stock and 6,890,327 shares of Class B Common Stock held by Prof. Prinz, (b) 250,000 shares of Class A Common Stock and 1,090,582 shares of Class B Common Stock held in trust by The Goldman Sachs Trust Company of Delaware, Trustee of the Marie Helene Prinz 2019 Trust dated June 17, 2019, (c) 250,000 shares of Class A Common Stock and 1,090,582 shares of Class B Common Stock held in trust by The Goldman Sachs Trust Company of Delaware, Trustee of the Benedikt F. Prinz 2019 Trust dated June 17, 2019, (d) 1,206,525 shares of Class B Common Stock held in trust by Friedrich Prinz, Trustee of the Gertrude Prinz Annuity Trust dated August 31, 2020, and (e) 1,206,525 shares of Class B Common Stock held in trust by Friedrich Prinz, Trustee of the Friedrich Prinz Annuity Trust dated August 31, 2020. Prof. Prinz shares voting and dispositive power and is the trustee of each of Friedrich Prinz, Trustee of the Friedrich Prinz Annuity Trust dated August 31, 2020, Friedrich Prinz, Trustee of the Gertrude Prinz Annuity Trust dated August 31, 2020, The Goldman Sachs Trust Company of Delaware, Trustee of the Benedikt F. Prinz 2019 Trust dated June 17, 2019 and The Goldman Sachs Trust Company of Delaware, Trustee of the Marie Helene Prinz 2019 Trust dated June 17, 2019.
|
(10)
|
Mr. Blome, a member of our board of directors, is Head of Volkswagen’s Battery Center of Excellence. Mr. Blome disclaims beneficial ownership of all shares held by Volkswagen Group of America Investments, LLC referred to in footnote (1) above.
|
(11)
|
Consists of (a) options to purchase 351,902 shares of Class A Common Stock that are exercisable within 60 days of October 21, 2021 and (b) 314,426 shares of Class A Common Stock held by Mr. Buss.
|
(12)
|
Consists of (a) 67,212 shares of Class A Common Stock held directly by KPCB XIV Associates, LLC, (b) 31,626 shares of Class A Common Stock held directly by KPIC, LLC, (c) 28,304 shares of Class A Common Stock held by The Austin 1999 Trust dated May 25, 1999, (d) 28,304 shares of Class A Common Stock held by The Hampton 1999 Trust dated May 25, 1999, (e) 2,966 shares of Class A Common Stock held by Lupum Ventures, LLC, (f) 1,115,627 shares of Class A Common Stock held by Portico Libre, LLC, and (g) 366,943 shares of Class A Common Stock held directly by Vallejo Ventures Trust. John Doerr is a managing member of KPCB XIV Associates, LLC and may be deemed to share voting and investment power over the securities held by KPCB XIV Associates, LLC. Mr. Doerr disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The sole member of each of KPIC, LLC, Lupum Ventures, LLC and Portico Libre, LLC is Vallejo Ventures Trust. Mr. Doerr disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Mr. Doerr and his spouse are trustees of the Vallejo Ventures Trust, and Mr. Doerr serves as trustee of The Austin 1999 Trust dated May 25, 1999 and The Hampton 1999 Trust dated May 25, 1999. Mr. Doerr, a member of our board of directors, is the Chairman at Kleiner Perkins. Mr. Doerr disclaims beneficial ownership of all shares held by KPCB Holdings, Inc., as nominee referred to in footnote (4) above.
|
(13)
|
Consists of (a) options to purchase 125,917 shares of Class A Common Stock that are exercisable within 60 days of October 21, 2021 and (b) 147,295 shares of Class A Common Stock held by Mr. Leohold.
|
(14)
|
Consists of (a) 1,334,056 shares of Class A Common Stock held by Kensington Capital Partners, LLC, (b) 250,000 shares of Class A Common Stock held by the Justin E. Mirro 2020 Qualified Annuity Trust under agreement dated June 27, 2020, and (c) 250,000 shares of Class A Common Stock held by the Kensington Capital Trust under an agreement dated June 27, 2020. Mr. Mirro is the managing
|
(15)
|
Consists of (a) options to purchase 402,176 shares of Class A Common Stock that are exercisable within 60 days of October 21, 2021, (b) 219,474 shares of Class A Common Stock, and (c) 182,700 shares of Class B Common Stock held by Mr. Straubel.
|
(16)
|
Consists of 2,744 shares of Class A Common Stock held by Mr. Saluja. Mr. Saluja, a member of our board of directors, is Managing Director of Capricorn-Libra Investment Group, LP. Mr. Saluja disclaims beneficial ownership of all shares held by Capricorn-Libra Investment Group, LP referred to in footnote (3) above.
|
(17)
|
Mr. Wiese, a member of our board of directors, is Head of Volkswagen Group M&A, Investment Advisory, and Partnerships. Mr. Wiese disclaims beneficial ownership of all shares held by Volkswagen Group of America Investments, LLC referred to in footnote (1) above.
|
(18)
|
Consists of (a) options to purchase 17,360,412 shares of Class A Common Stock that are exercisable within 60 days of October 21, 2021, (b) options to purchase 2,423,544 shares of Class B Common Stock that are exercisable within 60 days of October 21, 2021, (c) 435,694 RSUs which are subject to vesting within 60 days of October 21, 2021, (d) 9,707,154 shares of Class A Common Stock, and (e) 38,577,700 shares of Class B Common Stock.
|
•
|
we have been or are to be a participant;
|
•
|
the amount involved exceeded or exceeds $120,000; and
|
•
|
any of our directors (including director nominees), executive officers, or beneficial holders of more than 5% of any class of our voting securities, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
|
•
|
for any transaction from which the director derives an improper personal benefit;
|
•
|
for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
•
|
for certain unlawful payments of dividends or redemptions or repurchases of shares; or
|
•
|
for any breach of a director’s duty of loyalty.
|
Stockholder
|
| |
Shares of
Legacy
QuantumScape
Series F
Preferred
Stock
|
| |
Total
Purchase Price
|
Volkswagen Group of America Investments, LLC(1)(2)
|
| |
7,569,508
|
| |
$200,000,026.48
|
Al-Rayyan Holding LLC(3)
|
| |
3,557,668
|
| |
$93,999,992.37
|
2011 Buss Family Trust(3)(4)
|
| |
75,695
|
| |
$1,999,998.16
|
J.B. Straubel(3)(5)
|
| |
54,572
|
| |
$1,441,890.47
|
TIGF Direct Strategies LLC – Series 3(3)(6)
|
| |
870,493
|
| |
$22,999,991.95
|
Technology Impact Growth Fund, L.P.(3)(6)
|
| |
264,933
|
| |
$7,000,006.74
|
Quantum Partners LP(3)(7)
|
| |
722,363
|
| |
$19,086,130.72
|
Palindrome Master Fund LP(3)(7)
|
| |
101,921
|
| |
$2,692,936.28
|
JS Capital LLC(3)(7)
|
| |
824,284
|
| |
$21,779,067.00
|
(1)
|
Frank Blome was a member of the board of directors of Legacy QuantumScape and is a member of our board of directors and an affiliate of VGA. Jens Wiese is a member of our board of directors and an affiliate of VGA.
|
(2)
|
Includes shares that were purchased after the Business Combination on December 1, 2020 and shares that were purchased pursuant to the Series F Closing Agreement.
|
(3)
|
All such were purchased on or prior to the Business Combination.
|
(4)
|
Brad Buss was a member of the board of directors of Legacy QuantumScape and is a member of our board of directors and an affiliate of the 2011 Buss Family Trust.
|
(5)
|
J.B. Straubel was a member of the board of directors of Legacy QuantumScape and is a member of our board of directors.
|
(6)
|
Dipender Saluja was a member of the board of directors of Legacy QuantumScape and is a member of our board of directors and an affiliate of TIGF Direct Strategies LLC – Series 3 and Technology Impact Growth Fund, L.P.
|
(7)
|
Affiliate of Soros Fund.
|
•
|
no earlier than 8:00 a.m., local time, on August 17, 2022, and
|
•
|
no later than 5:00 p.m., local time, on September 16, 2022.
|
•
|
no earlier than 8:00 a.m., local time, on the 120th day prior to the day of our 2022 annual meeting, and
|
•
|
no later than 5:00 p.m., local time, on the 10th day following the day on which public announcement of the date of the annual meeting is first made by us.
|
|
| |
Grant Number:
|
| |
|
|
| |
Date of Grant:
|
| |
|
|
| |
Program Commencement Date:
|
| |
[Initial Date of Grant]
|
|
| |
Number of Shares Granted:
|
| |
|
|
| |
Exercise Price per Share:
|
| |
$
|
|
| |
Total Exercise Price:
|
| |
$
|
|
| |
Type of Option:
|
| |
Nonstatutory Stock Option
|
|
| |
Term/Expiration Date:
|
| |
10 years after Program Commencement Date
|
PARTICIPANT
|
| |
QUANTUMSCAPE CORPORATION
|
|
| |
|
|
| |
|
Signature
|
| |
Signature
|
|
| |
|
Print Name
|
| |
Print Name
|
|
| |
|
|
| |
Title
|
Address:
|
| |
|
|
| |
|
|
| |
|
1.
|
Structure
|
2.
|
Tranches and Stock Price Targets
|
•
|
Tranche 1: $60
|
•
|
Tranche 2: $120
|
•
|
Tranche 3: $180
|
•
|
Tranche 4: $240
|
•
|
Tranche 5: $300
|
3.
|
Vesting
|
•
|
Delivery of an A-sample battery cell that meets specifications agreed upon with an auto maker
|
•
|
The validation by an auto maker of a completed B-sample battery cell (a B-sample battery cell is a functional, complete battery cell prototype produced from the Company’s pre-pilot or sample production line)
|
•
|
Delivery of at least 1-gigawatt hour (GWh) of Battery Cells to a single Customer
|
•
|
Delivery of at least 3-gigawatt hour (GWh) of Battery Cells to each of three or more Customers, with at least one of such Customers being an auto maker
|
•
|
$5 billion in GAAP Revenue over a period of trailing four quarters
|
•
|
$10 billion in GAAP Revenue over a period of trailing four quarters
|
•
|
Total cumulative Battery Cell production of 500 GWh
|
•
|
Total cumulative Battery Cell production of 1,000 GWh
|
•
|
Adjusted EBITDA margin of at least 25% over four consecutive quarters
|
•
|
10% Worldwide Market Share in automotive battery cells (excluding China)
|
•
|
20% Worldwide Market Share in automotive battery cells (excluding China)
|
4.
|
Termination of Employment:
|
5.
|
Change in Control
|
6.
|
Clawback
|
1 Year Quantumscape Chart |
1 Month Quantumscape Chart |
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