QUANTUMSCAPE CORP CLASS A (QS)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
QUANTUMSCAPE CORP CLASS A · Meeting: June 3, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
5-year director with strong CFO and public company board experience; QS outperforms its compensation peer group median on a 3-year basis (+21.1pp vs. the 20pp threshold), so the TSR trigger does not apply; no overboarding, attendance, or independence concerns.
4-year director with deep automotive industry operating experience; QS's 3-year stock return outperforms the peer group median, so the TSR trigger does not apply; no other policy concerns identified.
4-year director with extensive large-scale manufacturing and aerospace/automotive operations leadership; TSR trigger does not apply given peer group outperformance; no attendance, independence, or overboarding issues.
1-year director designated by Volkswagen with deep battery technology expertise; tenure is too short (under 24 months) to be subject to the TSR trigger; waives all compensation as a VW Director.
New director appointed in March 2026 with relevant aerospace/defense and complex systems commercialization experience; exempt from TSR trigger as tenure is under 24 months; no policy concerns.
New director appointed in January 2026 with 20+ years as CFO of technology companies; exempt from TSR trigger as tenure is under 24 months; brings financial expertise relevant to QS's commercialization stage.
Long-tenured 13-year director with technology investment and strategy expertise; the 3-year TSR trigger does not fire because QS outperforms its peer group median by +21.1pp, exceeding the 20pp threshold required for a negative-TSR company; no overboarding or attendance concerns.
1-year VW-designated director with automotive and strategy experience; tenure is under 24 months so exempt from TSR trigger; waives all director compensation; no independence concerns given board's conflict-awareness framework.
1-year independent chairman with extensive semiconductor CEO and board leadership experience; tenure is under 24 months so exempt from TSR trigger; separation of CEO and chairman roles is a positive governance feature.
CEO and director with 2-year tenure; as an executive director he is subject to the TSR trigger, but QS's 3-year return outperforms the compensation peer group median by +21.1pp (above the 20pp threshold required to trigger a No vote for a company with negative absolute TSR), so no TSR-based concern applies; his pay is evaluated separately under the Say on Pay proposal.
All 10 director nominees receive a FOR vote. QS's 3-year stock return of -7.0% is negative in absolute terms, but it outperforms the company-disclosed compensation peer group median of -28.1% by +21.1 percentage points — exceeding the 20pp threshold required to trigger a No vote, so the TSR trigger does not fire for any director. Two new directors (Ribar and Niebergall) and two recently appointed directors (Mendl and Schebera, and Segers) are within the 24-month exemption window. No overboarding, attendance, independence, or familial relationship concerns were identified across the slate.
Say on Pay
✓ FORCEO
Dr. Siva Sivaram
Total Comp
$8,377,033
Prior Support
N/A
The CEO's total reported compensation of approximately $8.4 million is reasonable for a CEO leading a $4.5 billion pre-revenue technology company, and the pay structure is heavily weighted toward at-risk pay — 90% of the CEO's target compensation is variable, comprising performance-based equity awards (stock units that only vest when specific technical and commercial milestones are hit) and an annual bonus paid in stock. The performance-based equity awards have real teeth: specific milestones must be achieved within defined timeframes, bonuses reflect actual goal achievement (all four 2025 goals were met), and the company has a formal clawback policy allowing recovery of pay in cases of financial restatement or misconduct. Although QS's stock has declined over three years, it outperformed the median of its own peer group by +21.1 percentage points over the same period, meaning executive incentive pay is not misaligned with shareholder outcomes relative to comparable companies.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
5 yrs
Audit Fees
$2,223,000
Non-Audit Fees
$0
Ernst & Young LLP has served as QS's auditor since 2021 (approximately 5 years), well below the 25-year tenure threshold. In 2025, non-audit fees were zero — EY billed only for core audit services — so there is no independence concern from a high non-audit fee ratio. EY is a Big Four firm appropriate for a $4.5B market cap company.
Overall Assessment
The 2026 QuantumScape annual meeting presents three standard proposals — director elections, auditor ratification, and an advisory vote on executive pay — all of which receive FOR votes under this policy. The board slate clears TSR, independence, attendance, and overboarding screens; Ernst & Young passes all auditor quality checks with zero non-audit fees in 2025; and the executive compensation program is strongly performance-oriented with 90% of CEO pay at risk, a functioning clawback policy, and peer-relative stock performance that does not trigger a pay-for-performance misalignment flag.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing