Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) Appointment of New Director
On January 14, 2022, Gena Lovett 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. Lovett brings to the Company operational leadership experience, having most
recently served as Vice President, Operations, Defense, Space and Security, of
The Boeing Company (NYSE:BA), an aerospace manufacturer, between July 2015 and
June 2019. She also served as Global Chief Diversity Officer between January
2012 and June 2015, and as Director, Manufacturing, Forging, between July 2007
and January 2012, of Alcoa Corporation (NYSE: AA), an aluminum manufacturer. In
addition, Ms. Lovett has served as a member of the board of directors of
AdvanSix Inc. (NYSE: ASIX), a fully integrated manufacturer of nylon 6 resin,
chemical intermediates, and ammonium sulfate fertilizer, since September 2021,
and as a member of the board of directors of Trex Company, Inc. (NYSE: TREX), a
manufacturer of wood-alternative composite decking and railing materials, since
March 2021. She further serves on the Nominating and Governance Committee, and
Health, Safety, Environmental and Sustainability Committee of ASIX, and on the
Audit Committee and the Nominating/Corporate Governance Committee of TREX. Ms.
Lovett also served on the board of directors of Shiloh Industries (NASDAQ: SHLO)
from August 2019 to December 2020. Ms. Lovett holds a B.A. in Criminal Justice
from The Ohio State University, a M.B.A. from Baker College, and an M.S. in
Values Driven Leadership from Benedictine University. Additionally, she recently
defended her doctoral dissertation and expects to be conferred a Ph.D. in Values
Driven Leadership from Benedictine University in May 2022.
In accordance with the Company's Outside Director Compensation Policy (the
"Director Compensation Policy"), Ms. Lovett 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. Lovett 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. Lovett was also granted an
initial equity award of 14,260 restricted stock units, which will vest
one-twelfth quarterly over three years starting May 15, 2022, subject to Ms.
Lovett's continued service through each vesting date in accordance with the
Director Compensation Policy. In addition, Ms. Lovett was granted a pro-rated
annual equity award of 6,535 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 2022 annual stockholder meeting, subject to Ms.
Lovett's continued service through such vesting date in accordance with the
Director Compensation Policy.
There are no arrangements or understandings between Ms. Lovett and any other
persons pursuant to which such Ms. Lovett was appointed a director of the
Company, and there are no family relationships between Ms. Lovett and any other
director or executive officer of the Company.
The Company will enter into its standard form of indemnification agreement with
Ms. Lovett, a copy of which is filed as Exhibit 10.7 to the Company's Form 8-K
filed on December 2, 2020. Other than the indemnification agreement, Ms. Lovett
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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