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 December 30, 2021, Jeneanne Hanley 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. Hanley has served as a member of the board of directors and Compensation
Committee of KLA Corporation (NASDAQ: KLAC), a capital equipment company, since
June 2019. Ms. Hanley most recently served as Senior Vice President, and
President, E-Systems, for Lear Corporation, a designer and manufacturer of
automotive seating and electrical systems (NYSE: LEA), from March 2018 to
February 2019. Prior to this, she held positions in operational roles of
increasing responsibility throughout her time at LEA since 1994, including
Corporate Vice President, Global Surface Materials; Corporate Vice President,
Americas Seating Business Unit; and Vice President, Global Strategy and Business
Development. Ms. Hanley holds a B.S.E. in Mechanical Engineering and a M.B.A.
from the University of Michigan.
In accordance with the Company's Outside Director Compensation Policy (the
"Director Compensation Policy"), Ms. Hanley 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. Hanley 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. Hanley was also granted an
initial equity award of 13,077 restricted stock units, which will vest
one-twelfth quarterly over three years starting May 15, 2022, subject to Ms.
Hanley's continued service through each vesting date in accordance with the
Director Compensation Policy. In addition, Ms. Hanley was granted a pro-rated
annual equity award of 5,993 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.
Hanley's continued service through such vesting date in accordance with the
Director Compensation Policy.
There are no arrangements or understandings between Ms. Hanley and any other
persons pursuant to which Ms. Hanley was appointed a director of the Company,
and there are no family relationships between Ms. Hanley and any other director
or executive officer of the Company.
The Company will enter into its standard form of indemnification agreement with
Ms. Hanley, 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. Hanley
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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