Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of New Director
On February 9, 2022, Susan Huppertz was appointed to the Board of Directors (the
"Board") of QuantumScape Corporation (the "Company"), to serve as a director
with a term of office expiring at the Company's next annual stockholder meeting.
Ms. Huppertz brings to the Company manufacturing and operational experience, and
has been serving as Chief Manufacturing and Supply Chain Officer at Hubbell
Incorporated (NYSE: HUBB), an electronic products designer and manufacturer,
since January 2018. She also served as Vice President, Global Operations at TE
Connectivity Ltd (NYSE: TEL), a connectivity and sensor solutions provider, from
May 2014 until November 2017, and in a variety of roles over 20 years at Siemens
AG, an industrial manufacturing conglomerate, including Senior Vice President
Global Manufacturing and Supply Chain Manager of its Water Technologies Business
Unit from August 2011 to January 2014, and Vice President Regional Manufacturing
Manager for Europe, Latin America and Middle East for its OSRAM Professional
Lighting Business Unit from January 2008 to August 2011. Ms. Huppertz holds a
B.A. in Computer Science and Economics from Cornell University and dual M.B.A.
degrees from the Kellogg Graduate School of Management at Northwestern
University and Wissenschaftliche Hochshule für Unternehmensführung.
In accordance with the Company's Outside Director Compensation Policy (the
"Director Compensation Policy"), Ms. Huppertz is eligible to participate in the
Company's standard compensation arrangements for non-employee directors which
consists of cash and equity compensation for service on the Board. Pursuant to
the Director Compensation Policy, Ms. Huppertz is entitled to $80,000 in annual
cash compensation for service on the Board with additional cash compensation
payable for committee service, as applicable. Ms. Huppertz was also granted an
initial equity award of 18,637 restricted stock units, which will vest
one-twelfth quarterly over three years starting May 15, 2022, subject to Ms.
Huppertz's continued service through each vesting date in accordance with the
Director Compensation Policy. In addition, Ms. Huppertz was granted a pro-rated
annual equity award of 7,765 restricted stock units, which will vest in full on
the next quarterly vesting date (which are February 15, May 15, August 15 and
November 15) after the Company's next annual stockholder meeting, subject to Ms.
Huppertz's continued service through such vesting date in accordance with the
Director Compensation Policy.
There are no arrangements or understandings between Ms. Huppertz and any other
persons pursuant to which Ms. Huppertz was appointed a director of the Company,
and there are no family relationships between Ms. Huppertz and any other
director or executive officer of the Company.
The Company will enter into its standard form of indemnification agreement with
Ms. Huppertz, a copy of which is filed as Exhibit 10.7 to the Company's Current
Report on Form 8-K filed on December 2, 2020. Other than the indemnification
agreement, Ms. Huppertz does not have any direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K promulgated under the Securities Exchange Act of 1934, as
amended, nor are any such transactions currently proposed.
The foregoing description of the terms of the Director Compensation Policy does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Director Compensation Policy, which will be filed with the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021
or via an amendment to this Current Report on Form 8-K.
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Resignation of Director
On February 9, 2022, John Doerr resigned from the Board of the Company and all
committees thereof. Mr. Doerr's decision did not reflect any disagreement with
the Company on any matter relating to the Company's operations, policies, or
practices.
On February 10, 2022, the Company issued a press release announcing the
appointment of Ms. Huppertz, Jeneanne Hanley, and Gena Lovett to the Board, and
Mr. Doerr's resignation from the Board. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press release dated February 10, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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