DEF 14A of QuantumScape Corp, Apr 23, 2026

DEF 14A of QuantumScape Corp

Filed Apr 23, 2026 · FY20250001193125-26-173828

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. Board of Directors Leadership Structure and Role of Independent Chairman

    Board of Directors Leadership Structure and Role of Independent Chairman Our business and affairs are organized under the direction of our board of directors, which currently consists of 11 directors, 10 of whom are independent under the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”) and 10 of whom have been nominated for election for a one-year term at the annual meeting. At each annual meeting of stockholders, directors will be elected for a term expiring at our next annual meeting of stockholders and until their successors are duly elected and qualified. Each of the nominees has been recommended for nomination by the nominating and corporate governance committee of the board of directors and each of them is currently serving as a director. Dennis Segers serves as independent chairman of our board of directors. The primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling and direction to our management. Our board of directors meets on a regular quarterly basis and additionally as required.

  3. Board of Directors Leadership Structure and Role of Independent Chairman

    | Separation of Duties and Responsibilities | | | Independent Chairman | • Provides independent board leadership and oversight • Serves as liaison between our board of directors and management, working closely with our CEO • Serves as spokesperson and represents the Board in communications with various stakeholders | | CEO | • In charge of leading and managing the affairs of the Company, in consultation with and under the purview of the Board • Works closely with the independent chairman to keep the Board informed and aligned with the Company's business and affairs |

  4. Board of Directors Leadership Structure and Role of Independent Chairman

    The separation of the roles of chief executive officer and chairman of the board reflects our commitment to advancing corporate governance practices through strong, independent board leadership and effective oversight. This structure fosters transparency and accountability at the highest levels of the Company and is designed to support long-term value creation for our stockholders. Since January 2025, Mr. Segers has undertaken the role of independent chairman of the board, focusing on board leadership and governance and serving as a liaison between our board of directors and management, working closely with our CEO. As independent chairman of the board of directors, Mr. Segers is responsible for calling separate meetings of the independent directors, determining the agenda and presiding over such periodic meetings of our independent directors, serving as a liaison among Dr. Sivaram and our independent directors, including reporting to Dr. Sivaram regarding feedback from executive sessions, meeting with Dr. Sivaram and members of senior management to review board agendas, materials and the schedule of meetings, serving as our spokesperson as requested and performing such additional duties as a majority of our independent directors otherwise determined or delegated. Additionally, Mr. Segers regularly meets with each committee chair to discuss matters relevant to their respective committees and the board as a whole, including in connection with the identification and evaluation of board candidates. Our board of directors believes that Mr. Segers' extensive executive management expertise, including from his past roles as chief executive officer of public and private companies, and experience on the boards of several public companies, including major semiconductor companies, provide the strong and independent oversight necessary to facilitate effective collaboration among the directors and between the directors and the Company. Only independent directors serve on the audit committee, the compensation committee, and the nominating and corporate governance committee of our board of directors. As a result of the board of directors’ committee system and the existence of a majority of independent directors, the board of directors is able to effectively oversee our business operations, including independent oversight of our financial statements, executive compensation, selection of director candidates and corporate governance programs. We believe that the leadership structure of our board of directors as well as the independent committees of our board of directors is appropriate and enhances our board of directors’ ability to effectively carry out its roles and responsibilities on behalf of our stockholders. Mr. Segers' chairman role, aligned with Dr. Sivaram’s executive leadership, enables strong leadership at the board of directors and senior management levels, creates clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to stockholders.

  5. Board of Directors Leadership Structure and Role of Independent Chairman

    | 2026 Proxy Statement | 8 |

  6. Board of Directors Skills Matrix

    Board of Directors Skills Matrix The nominating and corporate governance committee of our board of directors identifies, reviews and makes recommendations of candidates to serve on our board of directors, and considers director qualifications that include, without limitation, diversity factors such as differences in professional background, education, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board of directors. The matrix in the following page highlights key skills, experiences and attributes possessed by our director nominees which our board of directors believes are important to our business and industry. If a director is not listed under a particular skill, experience or attribute, that does not mean that such director does not possess it or is unable to contribute to the decision-making process in that area. *Advanced technology and manufacturing industries (aerospace, defense, semiconductors, high-precision manufacturing, and data centers).

  7. Board of Directors Skills Matrix

    | 2026 Proxy Statement | 9 |

  8. Nominees for Director

    Nominees for Director

  9. Nominees for Director

    | Brad Buss Independent Director | | | Director since 2020 Age 62 | Current Affiliations • Board member, AECOM (NYSE: ACM) (since 2020) • Board member, Marvell Technology Group Ltd. (NASDAQ: MRVL) (since 2018) Business Experience • Executive Vice President and Chief Financial Officer, SolarCity Corporation (2014-2016) • Executive, Vice President and Chief Financial Officer, Cypress Semiconductor Corporation (NASDAQ: CY) (2005-2014) Former Board Membership • TuSimple Holdings Inc. (Nasdaq: TSP) (2020-2022) • Advance Auto Parts, Inc. (NYSE: AAP) (2016-2021) • Tesla, Inc. (Nasdaq: TSLA) (2009-2019) • Cavium, Inc. (2016-2018) • CafePress Inc. (2007-2016) Education • B.A. in Economics, McMaster University, Canada • Honors Business Administration degree, University of Windsor, Canada | | Board Committees • Audit Committee (Chair) • Compensation Committee | Skills, Qualifications and Expertise • Leadership and financial expertise as chief financial officer at various public and private companies • Wide-ranging experience on the boards of major automotive and other public companies | | Jeneanne Hanley Independent Director | | | Director since 2021 Age 53 | Current Affiliations • Board member, KLA Corporation (NASDAQ: KLAC) (since 2019) • Board member, Tenneco Corporation (since 2023) Business Experience • Multiple roles at Lear Corporation (1994-2019), including Senior Vice President and President of the E-Systems Division, Corporate Vice President, Global Surface Materials, Corporate Vice President, Americas Seating Business Unit, Vice President, Global Strategy and Business Development Education • B.S. in Mechanical Engineering, University of Michigan • M.B.A., University of Michigan | | Board Committees • Compensation Committee (Chair) • Audit Committee | Skills, Qualifications and Expertise • 25 years of experience in the automotive industry • Operational executive of significant business units and divisions serving the global automotive industry • Expertise in operational execution, performance management, sustainable growth strategy, and leadership and culture |

  10. Nominees for Director

    | 2026 Proxy Statement | 10 |

  11. Nominees for Director

    | Dr. Gena C. Lovett Independent Director | | | Director since 2022 Age 63 | Current Affiliations • Board member, AdvanSix Inc. (NYSE: ASIX) (since 2021) • Board member, Trex Company, Inc. (NYSE: TREX) (since 2021) Business Experience • Vice President, Operations, Defense, Space and Security, The Boeing Company (NYSE:BA) (2015-2019) • Global Chief Diversity Officer (2012-2015) and Director, Manufacturing, Forging (2007-2012), Alcoa Corporation (NYSE: AA) • 15 years at Ford Motor Company (NYSE: F), including as Plant Manager for New Model Programs (2006-2007), and as Assistant Plant Manager for the Atlanta Assembly (2005-2006) Former Board Membership • Shiloh Industries (NASDAQ: SHLO) (2019-2020) Education • B.A. in Criminal Justice, The Ohio State University • M.B.A., International Business, Baker College • M.S. in Values Driven Leadership, Benedictine University • Ph.D. in Values Driven Leadership, Benedictine University | | Board Committees • Nominating and Corporate Governance Committee (Chair) • Audit Committee | Skills, Qualifications and Expertise • 26 years of extensive leading experience in large-scale operations and manufacturing across the aerospace, defense, aluminum and automotive industries • Proven executive expertise in bridging product development to commercial execution, strategy, talent acquisition and retention, and operational excellence • Broad public company board experience providing unique governance perspectives and insights based on her expertise on the intersection of business, culture, and society • Author of “C-Suite Quotient: The 8 C-Suite Behaviors That Propel a Leadership Culture” | | Dr. Günther Mendl Independent Director | | | Director since 2024 Age 54 | Current Affiliations • Head of the Center of Excellence Battery Cell, Volkswagen AG (since 2022) • VW Director, as described under the “Letter Agreements on Board and Committee Representation” section below Business Experience • Leader of the Battery Systems & Battery Cells Division, Volkswagen AG (2020-2022) • Head of Development for E-Traction, Charging & Battery Systems, Audi AG (2017-2020) • Various senior roles at Audi AG (2001-2017) Education • Diploma and Ph.D. in Mechanical Engineering, Technical University of Munich, Germany | | Board Committees • None | Skills, Qualifications and Expertise • 20+ years of experience in battery technology and propulsion systems within the automotive industry, including at Volkswagen AG and Audi AG • Extensive leadership experience through various senior and lead roles managing the entire battery lifecycle, from development, purchasing, strategic production planning and quality management to recycling |

  12. Nominees for Director

    | 2026 Proxy Statement | 11 |

  13. Nominees for Director

    | Dr. Ross Niebergall Independent Director | | | Director since 2026 Age 62 | Current Affiliations • Board member, V2X, Inc. (NYSE: VVX) (since 2026) Business Experience • Various roles at L3Harris Technologies (NASDAQ: LHX) (2017-2025), including President of the Aerojet Rocketdyne segment and Vice President and Chief Technology Officer • Multiple roles at RTX Corporation (2003-2017), including Vice President, Engineering and Technology of Raytheon and CEO of Thales-Raytheon Systems LLC Education • B.S. in Mathematics, University of Regina, Canada • M.S. in Mathematics, University of Notre Dame • Ph.D. in Mathematics, University of Notre Dame | | Board Committees • None | Skills, Qualifications and Expertise • Significant leadership experience in the aerospace and defense sectors, with a track record of managing complex systems integration and technological transformation • Deep expertise across the complete product lifecycle and P&L management, including R&D, business development, and the transition to high-volume production | | Geoffrey Ribar Independent Director | | | Director since 2026 Age 67 | Current Affiliations • Board member, MACOM Technology Solutions Holdings, Inc. (NASDAQ: MTSI) (since 2017) • Board member, Everspin Technologies, Inc. (NASDAQ: MRAM) (since 2018) • Board member, Acacia Research Corporation (NASDAQ: ACTG) (since 2023) Business Experience • Chief Financial Officer, Cadence Design Systems, Inc. (NASDAQ: CDNS) (2010-2018) • Chief Financial Officer, Telegent Systems, Inc. (2008-2010) • Multiple other Chief Financial Officer and Vice President roles, including at Matrix Semiconductor, Inc., Asyst Technologies, NVIDIA Corporation and Advanced Micro Devices Education • B.S. in Chemistry, University of Michigan • M.B.A, University of Michigan | | Board Committees • None | Skills, Qualifications and Expertise • 20+ years of extensive financial and accounting acumen derived from his tenure as chief financial officer of numerous private and public companies • Extensive experience on public company boards, including audit and compensation committees, providing insights into financial oversight, executive succession, and rigorous corporate governance |

  14. Nominees for Director

    | 2026 Proxy Statement | 12 |

  15. Nominees for Director

    | Dipender Saluja Independent Director | | | Director since 2012 Age 61 | Current Affiliations • Managing Director, Capricorn Investment Group (since 2006) • Board member, Joby Aviation, Inc. (NYSE: JOBY) (since 2021) • Board member, Navitas Semiconductor, Inc. (Nasdaq: NVTS) (since 2021) • Board member of several private companies Business Experience • 16 years at Cadence Design Systems | | Board Committees • Nominating and Corporate Governance Committee | Skills, Qualifications and Expertise • Extensive investment and leadership experience in the technology industry as managing director of a leading investment firm • Expansive board experience from service on other public and private boards • Extensive expertise and skills in strategy, finance and management from leadership and board roles across various industries | | Sebastian Schebera Independent Director | | | Director since 2024 Age 49 | Current Affiliations • Head of Strategic Partnerships, Volkswagen AG (since 2020) • Managing Director, Porsche Niederlassung Mannheim GmbH, Volkswagen Group’s financial holding (since 2023) • Member, European Battery Alliance (since 2019) • VW Director, as described in the “Letter Agreements on Board and Committee Representation” section below Business Experience • Senior Director, Volkswagen Group Strategy (2018-2019) • Principal, Volkswagen Consulting (2012-2017) • Engagement Manager, McKinsey & Company (2008-2012) • Engineer (2004-2005) and Plant Production Manager (2006-2007), Autoliv Inc. Former Board Membership • Private technology startup (2022-2024) Education • Diploma degree in Mechanical Engineering, Technical University of Dresden, Germany | | Board Committees • Nominating and Corporate Governance Committee | Skills, Qualifications and Expertise • 20+ years of professional experience in the automotive industry, including in the battery technology field • Investment advisory and strategic experience from leadership roles in strategic operations and management consulting |

  16. Nominees for Director

    | 2026 Proxy Statement | 13 |

  17. Nominees for Director

    | Dennis Segers Chairman of the Board | | | Director since 2024 Age 73 | Current Affiliations • Board member, Parade Technologies, Ltd. (since 2007) Business Experience • President and CEO, Matrix Semiconductor (2006-2015) • CEO, Tabula, Inc. (2001-2006) Former Board Membership • Chairman, Xilinx, Inc. (Nasdaq: XLNX) (2015-2022) • Board member, Flip Electronics (2021-2025) • Chairman, Kinara, Inc. (2022-2025) Education • B.S. in Electrical Engineering, Texas A&M University | | Board Committees • None | Skills, Qualifications and Expertise • 45-year veteran of the semiconductor industry • Extensive experience serving in executive management as chief executive officer of various companies across a wide-range of industries • Vast experience serving on boards of directors of various public and private companies and as an advisor of venture capital backed startups | | Dr. Siva Sivaram President, Chief Executive Officer and Director | | | Director since 2024 Age 65 | Business Experience • Various roles at Western Digital (NASDAQ: WDC) (2016-2023), including as President, and Executive Vice President, Silicon Technology and Manufacturing • Executive Vice President, Memory Technology, SanDisk (2013-2016) • Founder and CEO, Twin Creek Technologies • Several leadership positions at SanDisk, Matrix Semiconductor, and Intel Education • B.S. in Mechanical Engineering, National Institute of Technology, Tiruchi, India • M.S. in Materials Science, Rensselaer Polytechnic Institute • Ph.D. in Materials Science, Rensselaer Polytechnic Institute | | Board Committees • None | Skills, Qualifications and Expertise • Decades of experience taking complex emerging technologies into high-volume production, including building factories, establishing and managing partnerships and scaling production across the world • Executive leadership experience from various chief executive officer and other leadership roles throughout his career • Technical and relevant educational background with strong scientific knowledge and connections within the broader high-tech manufacturing industry |

  18. Nominees for Director

    | 2026 Proxy Statement | 14 |

  19. Considerations in Identifying and Evaluating Director Nominees

    Considerations in Identifying and Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. An overview of our director nominations process follows.

  20. Considerations in Identifying and Evaluating Director Nominees

    | Identification | | | While our board has not established minimum qualifications for board members, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation: | | | • issues of character • professional ethics and integrity • judgment • business acumen and experience • proven achievement and competence in one’s field • the ability to exercise sound business judgment • tenure on the board and skills that are complementary to the board | • an understanding of our business • an understanding of the responsibilities that are required of a member of the board • other time commitments • mix of viewpoints and experience (e.g., differences in professional background, education, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board) | | Our board of directors believes that the board should be a diverse body, and the nominating and corporate governance committee considers a broad range of perspectives, backgrounds and experiences, engaging independent search firms as needed to identify and evaluate potential director candidates. | | | Evaluation | | | In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors and other director qualifications. In determining whether to recommend a director for reelection, our nominating and corporate governance committee also considers the director’s past attendance at meetings, participation in and contributions to the activities of the board and our business and other qualifications and characteristics set forth in the charter of our nominating and corporate governance committee and corporate governance guidelines. If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including without limitation candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management. | | | Recommendation to the Board | | | After completing its review and evaluation of director candidates, including background checks and independence determinations, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our board of directors has the final authority in determining the selection of director candidates for nomination to our board. | |

  21. Considerations in Identifying and Evaluating Director Nominees

    In addition to the process described above, our nominating and corporate governance committee also nominates two individuals designated by VGA as required under the VW Director Agreement. Dr. Mendl and Mr. Schebera are the two current VW Directors pursuant to the VW Director Agreement.

  22. Considerations in Identifying and Evaluating Director Nominees

    | 2026 Proxy Statement | 20 |

  23. Outside Director Compensation

    Outside Director Compensation In March 2021, our board of directors adopted an outside director compensation policy (as amended from time to time, the “Director Compensation Policy”) designed to attract, retain, and reward outside directors. Our board of directors most recently amended the Director Compensation Policy in 2026, as described below under “Updates to Outside Director Compensation.” The Director Compensation Policy was initially developed and is periodically reviewed with input from Compensia regarding practices and compensation levels at comparable companies. Under the Director Compensation Policy, each outside director will receive the cash and equity compensation for board services as described below. We also will reimburse our outside directors for reasonable, customary, and documented travel expenses to meetings of our board of directors or its committees and other expenses related to their service on our board. Directors who are also our employees receive no additional compensation for their service as directors.

  24. Outside Director Compensation

    | 2026 Proxy Statement | 21 |

  25. Outside Director Compensation

    Maximum Annual Compensation Limit The Director Compensation Policy includes a maximum annual limit of $750,000 of cash compensation and equity compensation awards that may be paid, issued, or granted to an outside director in any fiscal year. For purposes of this limitation, the grant date fair value is determined in accordance with GAAP. Any cash compensation or equity awards granted under the Company’s 2020 Equity Incentive Plan (the “2020 Plan”) to an outside director for his or her services as an employee, or for his or her services as a consultant (other than as an outside director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our outside directors. Cash Compensation As of December 31, 2025, under the Director Compensation Policy, each outside director is entitled to receive an annual cash fee of $80,000 for service as a board member. Directors serving in additional leadership or committee roles are entitled to the following incremental annual fees:

  26. Outside Director Compensation

    | Additional role | Incremental annual fee | | Board leadership | | | Chair of the board of directors | $75,000 | | Lead independent director | $22,000 | | Audit committee | | | Chair | $25,000 | | Member (non-chair) | $12,500 | | Compensation committee | | | Chair | $18,000 | | Member (non-chair) | $9,000 | | Nominating and corporate governance committee | | | Chair | $13,000 | | Member (non-chair) | $6,500 |

  27. Outside Director Compensation

    Each outside director who serves as the chair of a committee will receive only the annual cash fee as the chair, and not the additional annual cash fee as a member of the committee. All cash payments to outside directors are paid quarterly in arrears on a prorated basis. Effective April 2026, our board of directors approved the following amendments to the Director Compensation Policy to better align our outside director’s compensation to market-competitive levels: • Increase of the annual cash retainer for service as a board member from $80,000 to $90,000; • Increase of the annual cash retainer for each committee chair by $5,000; and • Increase of the annual cash retainer for each committee member by $2,500. Equity Compensation

  28. Annual Award

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Brad Buss | 114,000 | 204,816 | 318,816 | | Jeneanne Hanley | 106,675 | 204,816 | 311,491 | | Susan Huppertz(4) | 39,569 | — | 39,569 | | Prof. Dr. Jürgen Leohold(4) | 44,703 | — | 44,703 | | Dr. Gena C. Lovett | 105,500 | 204,816 | 310,316 | | Dr. Günther Mendl(5) | — | — | — | | Dipender Saluja | 86,500 | 204,816 | 291,316 | | Sebastian Schebera(5) | — | — | — | | Dennis Segers | 155,000 | 204,816 | 359,816 | | JB Straubel | 80,000 | 204,816 | 284,816 |

  29. Compensation Discussion and Analysis

    | Executive Summary | 29 | Our named executive officers (“NEOs”) for 2025 were: • Dr. Siva Sivaram, our President and Chief Executive Officer (our “CEO”); • Dr. Luca Fasoli, our Chief Operating Officer since May 2025; • Kevin Hettrich, our Chief Financial Officer; • Dr. Timothy Holme, our Chief Technology Officer; and • Dr. Mohit Singh, our Chief Development Officer. | | Compensation Philosophy and Objectives | 31 | | | Executive Compensation Policies and Practices | 31 | | | Compensation-Setting Process | 33 | | | 2025 Compensation Overview | 35 | | | Base Salary | 36 | | | Annual Incentive Bonus | 36 | | | Long-Term Incentive Equity Awards | 38 | | | Welfare and Other Employee Benefits | 40 | | | Perquisites | 40 | | | Executive Letter Agreements | 40 | | | Severance Arrangements | 41 | | | Other Compensation Policies | 41 | | | Tax and Accounting Considerations | 42 | | | Compensation-Related Risk | 43 | |

  30. 2025 Executive Compensation Highlights

    2025 Executive Compensation Highlights The compensation committee of the board of directors periodically reviews and refines our compensation programs to attract and retain executive talent, support our evolving business strategy and drive shareholder value. Our named executive officers are generally eligible for base salary, annual incentive bonus paid in the form of fully vested RSUs, and equity awards in the form of long-term incentive restricted stock unit (“RSU”) grants, including performance-based RSUs (“PSUs”) that vest upon achievement of certain corporate milestones, as described below.

  31. 2025 Executive Compensation Highlights

    | Long-Term Incentives At-a-Glance: A continued focus on performance | | | | | | Since the introduction of PSUs in 2023, the proportion of PSUs relative to time-based RSUs granted to our NEOs as long-term incentives has grown by 75% for our CEO and 200% for our other NEOs. | | | As a development stage company with no revenue to date, our focus has been to link compensation with the achievement of measurable, meaningful and rigorous technical, operational and corporate performance goals that drive long-term stockholder value. The highlights of our 2025 executive compensation program include: • Pay mix heavily weighted toward at-risk compensation: 90% of our CEO's target total compensation and 89% of our other NEOs' target total compensation is at-risk, comprising long-term incentive PSUs and RSUs, and annual incentive bonus, reflecting our strong alignment between executive pay and stockholder value creation. • Continued emphasis on long-term equity and increased focus on PSU grants: at least 60% of refresh grants to NEOs (70% in the case of the CEO) in 2025 were PSUs, with the balance delivered in time-based RSUs. • Incremental base salary adjustments: base salaries for our NEOs were increased by less than 5% for 2025. • Annual incentive target adjustments: maintained the CEO's annual target incentive opportunity at the 2024 level; increased other NEOs' target incentive opportunities from 50% to 60% of base salary to more strongly incentivize achievement of key near-term strategic milestones. • Bonus payout based on achievement of goals: achievement of all goals under the 2025 Bonus Plan (as defined below), resulting in a total payout of 100% of each NEO's target bonus for 2025. • PSU vesting based on achievement of milestones: achievement of two 2023 PSU milestones and one 2024 PSU Milestone (each as defined below), resulting in 50% of the 2023 PSUs and 25% of the 2024 PSUs vesting for our NEOs. • EPA Program Sunset: all recipients of awards under the EPA Program (as defined below) entered into agreements with the Company to irrevocably waive and forfeit the stock options granted to them under the EPA Program. As a result, no awards under the EPA Program remain outstanding. • New COO Appointment: welcomed Luca Fasoli as Chief Operating Officer in May 2025 to oversee and scale our operations, leveraging his extensive leadership experience in productization and operations from Western Digital and SanDisk as we transition toward commercialization of our technology. | |

  32. 2025 Executive Compensation Highlights

    The following chart shows the various components of the compensation of our CEO and other NEOs over the past fiscal year, and further demonstrates our emphasis on long-term performance-based compensation dependent upon corporate performance, and therefore “at risk” compensation. A look into 2026: Consistent with our continued focus on long-term equity incentives aligned with stockholder value creation, in April 2026 our NEOs were granted refresh awards with at least 67% (75% in the case of the CEO) as performance-based equity comprising of PSUs and Total Shareholder Return (rTSR) awards, with the balance delivered in time-based RSUs. The rTSR awards are a market‑based incentive tied to QS's shareholder returns relative to peers, reinforcing alignment with long‑term stockholder value creation. Compensation Philosophy and Objectives The overall objective of our executive compensation program is to link executive compensation to the performance of our Company, and to motivate our executives, including our named executive officers, to make a long-term commitment to our success. As a development stage Company with no revenue to date, our focus has been to link executive compensation with operational performance of the Company, including product development, scale-up and licensing, customer expansion, and long-term value creation for stockholders, among others. Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. Our executive compensation program seeks to achieve this objective by ensuring that we can: • Reward and retain talented executives, who possess proven experience, knowledge, skills, and leadership; • Motivate our executives by giving them a stake in our growth and prosperity and encouraging their continued service; and • Align the interests of stockholders and named executive officers by providing meaningful equity incentives that ensure a long-term focus on growth and prosperity. Based on this philosophy, we have designed our executive compensation program at levels we consider market competitive to encourage the achievement of strong overall results, particularly ambitious long-term financial and operational objectives. Our executive compensation program is designed with a mix of short-term and long-term components, cash and equity elements and fixed and contingent payments in proportions that we believe provide appropriate incentives to retain and motivate our executives and management team to drive success in our business. Executive Compensation Policies and Practices We endeavor to maintain compensation policies and practices that are consistent with sound governance standards. We believe it is important to provide competitive compensation packages and a high-quality work environment in order to hire, retain and motivate key personnel. Our compensation committee evaluates our executive compensation program on an ongoing basis to ensure that it is consistent with our short-term and long-term goals given the nature of the market in which we compete for key personnel.

  33. 2025 Executive Compensation Highlights

    | What we do | | | Long-Term “At-Risk” Performance-Based Compensation | The majority of our executive compensation program is comprised of long-term performance-based compensation, and therefore “at risk,” dependent upon corporate performance and equity-based, including PSUs, to align the interests of our executives with our stockholders. In 2025, the equity awards granted to our named executive officers and CEO as annual refresh grants were 60% and 70% PSUs, respectively, dependent upon corporate performance, and therefore “at risk,” to align the interests of our executives with our stockholders. | | Independent Compensation Committee | Our compensation committee is comprised solely of independent directors who have established effective means for communicating with each other and with our stockholders, and implementing their executive compensation ideas, as well as addressing their concerns. | | Independent Compensation Consultant | Our compensation committee engaged its own compensation consultant, Compensia, a national compensation consulting firm, to assist with its 2025 compensation review and analysis. | | Annual Executive Compensation Review | Our compensation committee conducts an annual review and approval of our compensation strategy, including a review of our compensation peer group used for comparative purposes. | | Clawback Arrangements | We maintain clawback arrangements with our executive officers to recover erroneously awarded incentive-based compensation received after October 2, 2023 in the event that we have to prepare accounting restatements due to our material noncompliance with any financial reporting requirement under the securities laws, including in the case of a recipient’s perpetration of common law fraud or a recipient’s misconduct that is materially injurious to the business reputation of, or is otherwise materially injurious to, any member of the Company group. | | Stock Ownership Guidelines | Our directors and executive officers are subject to stock ownership guidelines. See “Other Compensation Policies—Stock Ownership Guidelines” below for a description of our stock ownership guidelines. | | What we don't do | | | No Special Perquisites and Benefits | Our executives are eligible to participate in broad-based Company-sponsored retirement, health and welfare benefits programs on the same basis as our other full-time, salaried employees. At this time, we provide limited perquisites and other personal benefits to our executives and certain senior employees. Other than a 401(k) plan, we do not provide any other retirement benefits to employees, including our named executive officers. | | No “Golden Parachute” Tax Reimbursements | We do not provide any tax reimbursement payments (including “gross-ups”) on any tax liability that our executives might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code (the “Code”). | | No Hedging and Pledging | Our Insider Trading Policy prohibits our employees, including our executive officers and the members of our board of directors, from hedging any Company securities, from pledging any Company securities as collateral for any loan or as part of any other pledging transaction, or from holding any Company common stock in margin accounts. | | No “Single-Trigger” Change-in-Control Arrangements | Our named executive officers, including our CEO, are not eligible for payments and benefits that are payable solely as a result of a change-in-control in the Company. All change-in-control payments and benefits are based on a “double-trigger” arrangement, that is, they require both a change in control of our Company plus an involuntary termination of employment before payments and benefits are paid. | | No Timing Grants to Release of Material Nonpublic Information | We do not have a practice of granting stock options, stock appreciation rights, or similar option-like instruments. We have a practice of granting time-based and performance-based equity on a regular prescheduled cadence irrespective of any release of material nonpublic information. |

  34. Role of Compensation Committee

    | Existing Compensation Arrangements | • Base salary • Target bonus opportunities • Vesting status and value of outstanding equity awards | | Competitive Market Data | • Provided by Compensia • Reference point for measuring the competitive marketplace • Compensation policies and practices of comparable publicly traded companies | | Strategic Business Plan | • Alignment with Company's strategic long-range plan as reviewed and approved by the board of directors • Alignment with shareholder interests • Contribution to achieving long-term goals and driving innovation | | Management Input | • Core responsibilities and criticality of role • Past individual performance and expected future contributions • Internal pay equity based on the impact of business and performance |

  35. Role of Compensation Consultant

    Role of Compensation Consultant Compensia has been engaged by and serves as our compensation committee’s compensation consultant. Compensia reviews the compensation arrangements of our executives and generally assists our compensation committee in analyzing executive and employee compensation, and the compensation of the non-employee members of our board of directors. Compensia provides support for our compensation committee by attending committee meetings, providing recommendations regarding the composition of our compensation peer group, analyzing competitive compensation data and formulating recommendations for executive and outside director compensation. Our compensation committee also requests specific analyses to assist our compensation committee in the design and structure of our executive and outside director compensation programs. Our compensation committee has determined that the work of Compensia does not raise any “conflict of interest” in accordance with Item 407(e)(3)(iv) of Regulation S-K and Nasdaq listing rules.

  36. Role of Compensation Consultant

    | 2026 Proxy Statement | 33 |

  37. Competitive Positioning

    Competitive Positioning In setting executive compensation, our compensation committee takes a holistic approach to the selection of peer companies, considering a range of qualitative and quantitative factors based on publicly available data on the compensation policies and practices of comparable publicly traded companies. This information helps the committee understand the competitive market for executive talent. With respect to decisions regarding the 2025 compensation of our executives, including our named executive officers, our compensation committee reviewed competitive market data analysis prepared by Compensia which included but was not limited to the following criteria: • Industry Sectors: mix of technology and industrial sector companies with complex products and/or operations related to the electric vehicle and clean energy industries • Market Capitalization Range: approximately 0.25x to 4.0x of our 30-day average • Revenue: although typical for determining cash compensation levels, for pre-revenue companies this metric provides less insight Our compensation committee determines the peer group by identifying companies that, at the time of selection, are our potential competitors in both the senior-executive labor market and the capital market, and that demonstrate similar growth and performance potential. While the criteria described above guide the selection by our committee, they do not guarantee inclusion in our peer group. The committee places a greater emphasis on the growth and performance potential of the companies rather than solely on revenue numbers, recognizing that our Company operates within the highly competitive and growth-oriented market of Silicon Valley and that revenue is a lesser consideration when evaluating executive compensation for pre-revenue companies. Companies that may meet some criteria but are deemed irrelevant for other reasons—such as having smaller market capitalizations or operating in a less relevant sector—are excluded. As approved by our compensation committee in October 2024, the following companies comprised our compensation peer group for 2025:

  38. Competitive Positioning

    | Ballard Power Systems | Livewire* | | Bloom Energy | Lucid Group | | BorgWarner | Lumentum Holdings | | ChargePoint Holdings | Lyft | | Cognex | Plug Power | | Enovix* | Power Integrations | | Fluence Energy* | SiTime* | | Gentherm | Sunrun | | indie Semiconductor* | Thor Industries | | IonQ* | Visteon |

  39. Competitive Positioning

    Compared to our 2024 peer group, we added five companies (denoted by * above) and removed four: SunPower (following its bankruptcy filing), Teradyne and Trimble (due to significantly higher market capitalizations), and Virgin Galactic (due to significantly lower market capitalization), to better reflect our size and business profile. At the time of approval of our 2025 peer group by the compensation committee, QuantumScape was positioned at approximately the 45th percentile of the peer group by market capitalization, indicating a well-balanced and representative peer set. The competitive market data from the peer group serves as a reference during the compensation committee’s evaluation and decision-making process regarding executive compensation. However, the committee does not benchmark our executives’ compensation to any specific level or against any particular peer group member. Instead, as we operate in a highly competitive and rapidly evolving market, the data helps the committee understand market practices and provides context for its decisions. The compensation committee exercises discretion in determining the nature and extent of the use of market data, which may vary by executive. Actual compensation decisions are based on multiple factors, as described in the “Role of Compensation Committee” section. A look into 2026: in October 2025, the compensation committee reviewed and approved changes to our peer group for purposes of determining 2026 executive compensation, adding Eos Energy Enterprises to our peer group, and removing ChargePoint Holdings. In making this determination, the compensation committee considered the market capitalization of each company, removing any high or low outliers, and added companies that better aligned with the selection criteria discussed above.

  40. Competitive Positioning

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  41. Competitive Positioning

    2025 Compensation Overview Our executive compensation program for 2025 consisted of the following principal compensation elements:

  42. Competitive Positioning

    | Base salary | Base salary is a customary, fixed element of compensation intended to attract and retain our executives, including our named executive officers, and compensate them for their day-to-day efforts. Our compensation committee reviews base salary every year, as well as at the time of a promotion or other change in responsibilities, and considers each executive’s performance, prior base salary level, competitive market data, breadth of role, and the other factors described in the “Compensation Setting Process—Role of Compensation Committee” section above. | | Annual incentive bonus | Our compensation committee establishes annual incentive compensation opportunities under our bonus plan. Our bonus plans are designed to motivate and reward our executives, including our named executive officers, to perform to the best of their abilities and to achieve our corporate financial, operational, and strategic objectives. The annual incentive bonus is paid out in the form of fully vested RSUs to our named executive officers and other eligible exempt employees to align with the Company’s objective to conserve cash. | | Long-term incentive equity awards | We use equity awards to incentivize and reward our executives, including our named executive officers, for long-term corporate performance based on the value of our Class A common stock and align the interests of our executives with those of our stockholders. Time-Based Restricted Stock Units (RSUs) We grant full value awards for shares of our Class A common stock, or awards without a purchase price, such as RSU awards, the value of which is realized only through continued service over time. RSUs typically vest in equal quarterly installments over a four-year period. Performance-Based Restricted Stock Units (PSUs) We also grant PSUs (RSUs with vesting subject to continued service and the achievement of performance milestones) to our named executive officers and continue to structure grants with increased weight (at least 50%) on PSUs to better align compensation with the achievement of corporate goals. PSUs are divided into four equal tranches, each representing 25% of the total PSU award, with vesting contingent on the achievement of four performance milestones that must be achieved within an approximately three-year period following the grant date. These PSU awards are intended to support retention while further emphasizing performance-based compensation, with PSUs vesting upon continued service and the achievement of certain corporate performance milestones tied to technical development, prototype battery cell delivery, and customer development goals. The compensation committee intentionally sets these milestones to be rigorous, ensuring that vesting reflects only meaningful progress against the Company’s core objectives and aligns executive interests with long-term stockholder value. Our PSU milestones are structured to be achieved over a multi-year horizon, and the cadence of milestone achievement across our 2023, 2024, and 2025 PSU grants reflects that long-term design working as intended. The remaining milestones remain challenging and require sustained performance and continued progress in the Company's technical development and product delivery. As of December 31, 2025, the following PSU milestones have been achieved: | | | |

  43. Competitive Positioning

    | 2026 Proxy Statement | 35 |

  44. Annual Incentive Bonus

    Annual Incentive Bonus 2025 Bonus Plan In January 2025, our compensation committee established the 2025 corporate bonus plan (the “2025 Bonus Plan”). To determine the target annual incentive bonus opportunities for each of our executives, including each of our NEOs, the compensation committee considered each executive’s total target annual incentive compensation, and consistent with its general intention that our executives’ total target cash compensation be market-competitive, the breadth of his or her responsibilities and the other factors described in the “Compensation-Setting Process—Role of Compensation Committee” section above. In 2025, our board approved a target annual incentive bonus percentage of 60% for our NEOs, other than our CEO, compared to the 2024 target incentive bonus of 50%. This increase is designed to more strongly incentivize achievement of key near-term milestones that support the execution of our strategic objectives. In determining to increase target opportunities, the compensation committee also observed that the increased opportunities were appropriately aligned with peer market data. In February 2025, the board approved maintaining Dr. Sivaram’s target annual incentive bonus at 125% of his 2025 eligible earnings. The target annual incentive bonus of our named executive officers for 2025 was the following:

  45. Annual Incentive Bonus

    | Name | 2025 Target Annual Incentive Bonus (% of actual 2025 eligible earnings) | | Dr. Siva Sivaram | 125% | | Dr. Luca Fasoli | 60% | | Kevin Hettrich | 60% | | Dr. Timothy Holme | 60% | | Dr. Mohit Singh | 60% |

  46. Annual Incentive Bonus

    The 2025 Bonus Plan was designed with the intent to align employees’ interests with the long term strategic objectives approved by the board in December 2024 by rewarding the achievement of critical near-term strategic objectives that relate to critical milestones essential to driving long-term stockholder value. In January 2025, the compensation committee approved the establishment of the 2025 Bonus Plan, which is based on the achievement of four pre-established corporate goals covering various functional areas, including commercial, operational, technical and corporate development. Each goal is weighted equally and total payout is capped at 100% of the target bonus.

  47. Annual Incentive Bonus

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  48. Annual Incentive Bonus

    Upon achievement of each goal, potential payout under the 2025 Bonus Plan is as indicated in the following table:

  49. Annual Incentive Bonus

    | Goal* | | Potential Payout | Goal Achieved | | A | Commercial (matters furthering commercialization of our products) | 25% | | | B | Operational (objectives advancing production and performance of our technology) | 25% | | | C | Technical (cell demonstration and delivery achievement) | 25% | | | D | Corporate Development (matters driving overall business growth) | 25% | | | Total: | | 100% | 4 | | *The descriptions are illustrative of the nature of the goals and not intended to be a comprehensive summary of the specific goals. For reasons noted below, the specifics of the goals are not disclosed. | | | |

  50. Annual Incentive Bonus

    Disclosure of Plan Goals As a development stage company with no revenue to date, our focus has been to link compensation with the achievement of measurable, meaningful and rigorous performance goals that drive long-term stockholder value. Our 2025 Bonus Plan (as well as our Refresh Equity Awards, as discussed below under “Long-Term Incentive Equity Awards—Refresh Equity Awards”) therefore employs technology and product development milestones, rather than financial metrics that are already publicly disclosed, that directly reflect the progress of our most critical research, development and commercialization activities. However, because our technologies are in early-stage development, premature disclosure of near-term performance objectives can, among other risks, pose significant competitive risks to our pipeline and business strategies and cause unwarranted market volatility due to misinterpretation of unpredictable fluctuations in R&D and commercialization timelines as signals of long-term performance. Our responsibility to protect the Company’s strategic and competitive interests at this critical stage drive our decision not to disclose the specifics of the 2025 Bonus Plan goals. The 2025 Bonus Plan goals are distinct from the long-term milestones established under the 2025 PSUs, as described below. While we firmly believe that limiting the disclosure of the details surrounding our milestones enables us to maintain our competitive advantages, we will continue to evaluate our disclosure practices and remain committed to updating our stockholders with the information necessary to understand and assess our compensation program and our business progresses. Plan Design Considerations To better align bonuses to full-year performance and drive milestone achievement for the year, the 2025 Bonus Plan provided for one payout based on the number of goals achieved by December 31, 2025 with the target bonus amount based on full year 2025 eligible earnings. Actual payment of the 2025 bonus remained subject to the final approval of the board, based on their assessment of Company achievement of such goals, the progress toward achieving such goals, and the Company's demonstration of such achievement. As was the case in prior years, to maintain the Company's objective to conserve cash, the compensation committee decided to continue to pay our NEOs and other exempt employees the 2025 bonus in the form of fully vested RSUs under the 2020 Plan. The number of RSUs awarded as bonus payout was calculated based on the closing market price of our Class A common stock on the RSU grant date, and such RSUs vested immediately on the grant date. The final number of shares received by each participant was subject to sale-to-cover transactions effected to satisfy withholding tax obligations. Plan Goal Achievement and Payout In 2025, we achieved all four goals by December 31, 2025, resulting in a total payout of 100% of each participant’s target bonus for 2025. The 2025 bonus payout was made in February 2026.

  51. Annual Incentive Bonus

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  52. Annual Incentive Bonus

    The table below shows the aggregate dollar values and number of RSUs received as bonus payouts by our NEOs under the 2025 Bonus Plan:

  53. Annual Incentive Bonus

    | | 2025 Bonus Plan Payout | | | Name | $(1) | # of RSUs(2) | | Dr. Siva Sivaram | 1,026,920 | 145,973 | | Dr. Luca Fasoli(3) | 185,858 | 26,419 | | Kevin Hettrich | 290,046 | 41,229 | | Dr. Timothy Holme | 297,728 | 42,321 | | Dr. Mohit Singh | 297,728 | 42,321 |

  54. Annual Incentive Bonus

    (1) These amounts represent the aggregate grant-date fair value of awards granted to each NEO, computed in accordance with the FASB ASC Topic 718. See Note 2 to the audited consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a discussion of the grant-date fair value of our equity awards. These amounts are disclosed in the “2025 Summary Compensation Table” below under the “Stock Awards” column. (2) Reflects the total number of shares received as payout of the 2025 bonus in February 2026, calculated based on the closing market price of our Class A common stock on the RSU grant date. (3) Dr. Fasoli assumed the role of chief operating officer in May 2025; the bonus payout is based on his full year 2025 eligible earnings.

  55. Long-Term Incentive Equity Awards

    Long-Term Incentive Equity Awards 2025 Refresh Equity Awards The compensation committee grants refresh equity awards to our named executive officers generally on an annual basis. These awards are made under the 2020 Plan and are designed to motivate and reward executive officers to deliver against the Company’s performance goals, support the retention of top talent, and create ownership alignment with stockholders. The compensation committee does not benchmark equity compensation at any particular level versus the competitive market data, however it considers total cash and equity compensation peer group data for each role in the determination of individual refresh equity awards to our named executive officers. In April 2025, our compensation committee approved long-term incentive equity refresh grants to our NEOs consisting of a mix of time-based RSUs (40%) and PSUs (60%), except for our CEO who received a refresh equity award consisting of a mix of time-based RSUs (30%) and PSUs (70%). This allocation reflects the compensation committee's continued emphasis on performance-based compensation, building on the increased PSU weighting described above, as PSUs vest based on continued service and the achievement of certain corporate performance milestones over time, with the goal of incentivizing long-term performance and aligning the interests of senior executives with those of stockholders. Time-based RSUs were also included to provide a measure of retention, with the ultimate value realized by executives tied to stock price performance over the vesting period, further aligning executive and stockholder interests. These milestones, which are linked to technical development, prototype battery cell delivery and customer development goals, were intentionally set to be difficult to achieve, ensuring that only significant achievements in the Company's core objectives will result in vesting, reflecting the rigorous nature of the program. The structure of these equity awards and milestones emphasizes our compensation committee's commitment to setting high standards and rewarding only the most meaningful contributions to the Company's success. The rigorous nature of these milestones highlights the Company’s dedication to delivering strong long-term results while ensuring that executives’ interests remain tightly aligned with the Company’s performance. The amount of the refresh awards varied among the NEOs after taking into account the value of unvested equity awards already held by them, their relative contributions during 2024, and anticipated levels of responsibility for key corporate objectives in 2025. The table below lists the refresh awards that our NEOs received in 2025:

  56. Long-Term Incentive Equity Awards

    | 2025 Refresh Awards | | | | | Name(1) | Target Value ($) | Number of RSUs(2) | Number of PSUs(2) | | Dr. Siva Sivaram | 8,250,000 | 563,781 | 1,315,489 | | Dr. Luca Fasoli(3) | — | — | — | | Kevin Hettrich | 2,900,000 | 264,236 | 396,355 | | Dr. Timothy Holme | 3,500,000 | 318,906 | 478,359 | | Dr. Mohit Singh | 3,500,000 | 318,906 | 478,359 |

  57. Long-Term Incentive Equity Awards

    (1) Our NEOs, excluding our CEO and Dr. Fasoli, received grants consisting of 60% PSUs and 40% RSUs; our CEO received a grant consisting of 70% PSUs and 30% RSUs. (2) Calculated based on the trailing 20-day volume weighted average price of the Company’s Class A common stock at the time of the approval request for the awards and, accordingly, differs from the grant date fair values reported in the “2025 Summary Compensation Table” below under the “Stock Awards” column. (3) Dr. Fasoli assumed the role of chief operating officer in May 2025 and therefore did not receive a refresh award in 2025.

  58. Long-Term Incentive Equity Awards

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  59. Long-Term Incentive Equity Awards

    The 2025 refresh RSU awards vest in equal quarterly installments over a four-year period starting on August 15, 2025, subject to the NEO continuing to be a service provider through the applicable vesting date. The 2025 refresh PSU awards vest subject to the Company's achievement of four corporate milestones (the “2025 PSU Milestones”), with each 2025 PSU Milestone corresponding to 25% of the PSUs and vesting on the quarterly vesting date immediately following certification by the compensation committee of such milestone achievement, so long as each such milestone is achieved before May 2028 and the NEO continues to be a service provider through such vesting date. The 2025 PSU Milestones were designed to be challenging and ambitious, with the goal of incentivizing long-term performance and aligning the interests of senior executives, including our NEOS, with those of stockholders. These milestones, which are linked to technical development, prototype battery cell delivery and customer development goals, were intentionally set to be difficult to achieve. This ensures that only significant achievements in the Company's core objectives will result in vesting, reflecting the rigorous nature of the program. The PSU milestones include objectives that are distinct from, though complementary to, the near-term goals established under the 2025 Bonus Plan. The 2025 PSU Milestones are not specifically disclosed due to competitive reasons as discussed above under “Annual Incentive Bonus—2025 Bonus Plan”, but generally consist of technical development demonstration and prototype battery cell delivery goals. As of December 31, 2025, one 2025 PSU Milestone had been achieved, resulting in 25% of such PSUs vesting for eligible recipients, including our NEOs. The remaining milestones, with a deadline for achievement by May 2028, remain challenging and require sustained performance and continued progress in the Company’s technical development and product delivery. The grant date fair values of the refresh equity awards granted to our named executive officers are included in the “Stock Awards” column of the “2025 Summary Compensation Table” and in the “2025 Grants of Plan-Based Awards Table” below. New-Hire and Promotion Equity Awards New hire and promotion equity awards are generally determined based on our internal equity grant guidelines approved by the compensation committee and through arm’s-length negotiations at the time of hire or promotion. For executive officer roles, the compensation committee does not benchmark new hire or promotion equity compensation at any particular level versus the competitive market data, however it considers total cash and equity compensation peer group data for each role in the determination of individual new hire or promotion equity awards. In making these awards, we consider, among other things, the prospective role and responsibility of the individual executive, competitive factors, the expectations concerning the size of the equity award, the cash compensation to be received by the executive, and the need to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. In April 2025, our compensation committee approved a new-hire long-term incentive equity award and a one-time signing bonus equity award for Dr. Fasoli, to be granted upon his onboarding as chief operating officer in May 2025. Similar to the refresh equity awards granted to our other NEOs (excluding the CEO) in 2025, his new-hire long-term incentive equity award was granted in the form of time-based (50%) and performance-based (50%) RSUs. His one-time signing bonus equity award was granted in the form of time-based RSUs in consideration of his forfeited equity grants from his prior employer. The compensation committee decided to grant these time-based and performance-based RSU awards to attract, retain, and incentivize Dr. Fasoli, as they vest based on continued service and achievement of certain corporate performance milestones over time and their value is directly linked to stock price, therefore rewarding Dr. Fasoli for sustained growth and aligning his interests directly with those of our stockholders. The table below lists the new hire and signing bonus RSU awards that Dr. Fasoli received in 2025 upon joining the company as chief operating officer:

  60. Long-Term Incentive Equity Awards

    | | Target Value ($) | Number of Shares(1) | | New Hire RSUs (50%) | 2,500,000 | 647,668 | | New Hire PSUs (50%) | 2,500,000 | 647,668 | | Signing Bonus | 100,000 | 25,906 | | Total | 5,100,000 | 1,321,242 |

  61. Long-Term Incentive Equity Awards

    | (1) Calculated based on the trailing 20-day volume weighted average price of the Company’s Class A common stock at the time of the approval request for the awards and, accordingly, differs from the grant date fair values reported in the “2025 Summary Compensation Table” below under the “Stock Awards” column. |

  62. Long-Term Incentive Equity Awards

    Previously Granted Outstanding Equity Awards In addition to refresh and new-hire equity awards, we grant long-term equity incentive awards to our executive officers in connection with any applicable promotion or significant changes in responsibilities, in response to retention needs or to recognize outstanding performance or incentivize specific performance.

  63. Long-Term Incentive Equity Awards

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  64. Long-Term Incentive Equity Awards

    Bridge Equity Program In January 2023, the compensation committee approved a proposal for a bridge equity program under the 2020 Plan to motivate and retain senior employees, including named executive officers at that time, amid then challenging market conditions affecting our stock price and, therefore, the value of outstanding equity held by our senior employees. The 2023 Bridge Equity Program, evaluated by the committee alongside the EPA Program and annual refresh equity awards, focused on long-term performance-based compensation and introduced PSU awards that vest based on continued service and achievement of corporate performance milestones, with their value linked to the stock price, thus aligning executive officers' interests with those of stockholders. As of December 31, 2025, three 2023 PSU milestones had been achieved, resulting in 75% of such PSUs vesting for eligible recipients, including our NEOs. The remaining milestone has a deadline for achievement by May 2026. 2021 Extraordinary Performance Award Program and Waiver In 2021, our board and shareholders approved the Extraordinary Performance Award Program (the “EPA Program”). As of February 2026, all recipients of awards under the EPA Program had entered into agreements with the Company to irrevocably waive and forfeit the stock options granted to them under the EPA Program. As a result, no awards under the EPA Program remain outstanding. The primary purpose of the EPA Program was to incentivize our founder and former chief executive officer and also other NEOs and members of senior management by granting equity awards tied to achieving both exceptional stock performance and significant milestones over a nine-year period. The EPA Program also sought to encourage us to seek large-scale deployment of the Company’s technology and accordingly had business milestones that emphasized production and sales growth over the nine-year period. During the term of the EPA Program, one business milestone was achieved, however, because no stock price target was ever achieved, no awards granted under the EPA Program ever vested. The waivers our NEOs (other than our CEO, who was not yet an employee of the Company when the EPA Program was implemented and did not receive any awards under the EPA Program) and certain other senior employees entered into to irrevocably waive and forfeit the stock options granted to them under the EPA Program were made without consideration from the Company and such participants have not received any promises for any consideration in exchange for their waivers. In alignment with the Company’s commitment to long-term value creation and stockholder interests, our leadership team determined that waiving these stock option awards was in the best interest of both the Company and its stockholders. This decision also reflects a broader strategic and team alignment, ensuring that our incentive programs are fully aligned with the Company’s new direction under our CEO's leadership. For more information on the EPA Program, see our fiscal year 2024 proxy statement in the section entitled “Compensation Discussion and Analysis—2024 Compensation Overview—Long-Term Incentive Equity Awards—Previously Granted Outstanding Equity Awards—2021 Extraordinary Performance Award Program.” Welfare and Other Employee Benefits We provide benefits to our executives, including our NEOs, on the same basis as provided to all of our employees, including health, dental and vision insurance; life insurance; accidental death and dismemberment insurance; voluntary critical illness insurance; short-and long-term disability insurance; and a health savings account to those participating in a high deductible health plan. We provide a tax-qualified Section 401(k) plan for all employees, including the NEOs. We do not provide a match for participants’ elective contributions to the 401(k) plan, nor do we provide to employees, including our NEOs, any other retirement benefits, including but not limited to tax-qualified defined benefit plans, supplemental executive retirement plans, nonqualified deferred compensation plans, and nonqualified defined contribution plans. Perquisites Our NEOs are eligible to participate in the same benefit and perquisite programs as our other employees, except that our NEOs and certain other senior employees are eligible for a financial consulting and planning service sponsored by the Company. Executive Letter Agreements We do not have formal employment agreements with any of our NEOs. Each of our NEOs have entered into employment offer letters with us at the time of his hire or promotion, as the case may be, setting forth their respective initial compensation, that the NEOs' employment is “at will,” and also including customary confidentiality, non-solicitation and intellectual property assignment provisions.

  65. Long-Term Incentive Equity Awards

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  66. Long-Term Incentive Equity Awards

    Severance Arrangements

  67. Change in Control and Severance Agreements

    Change in Control and Severance Agreements In late 2020, our compensation committee determined it was appropriate to design a program that provides for certain payments and benefits in the event of a qualifying termination of employment, including a termination of employment in connection with a change in control of the Company. Our compensation committee believes that such a program enables selected employees, including our NEOs, to maintain their focus and dedication to their responsibilities to help maximize stockholder value by minimizing distractions due to the possibility of an involuntary termination of employment or a termination of employment in connection with a potential change in control of the Company. We also believe that these arrangements further our interest in encouraging retention among our NEOs. In March 2021, our board approved a change in control and severance program. We have entered into a change in control and severance agreement, or a CIC Agreement, with each of our NEOs. The CIC Agreements require us to make specific payments and benefits in connection with the termination of an executive officer’s employment under certain circumstances. These CIC Agreements superseded any other agreement or arrangement relating to severance benefits with these executive officers or any terms of their option agreements related to vesting acceleration or other similar severance-related terms. The CIC Agreements will remain in effect for an initial term of three years. At the end of the initial term, each CIC Agreement will automatically renew for an additional one-year period unless either party provides notice of nonrenewal within 90 days prior to the date of the automatic renewal. The CIC Agreements also acknowledge that each of these NEOs is an at-will employee, whose employment can be terminated at any time. In order to receive the severance benefits under the CIC Agreements, each of these NEOs is obligated to execute a release of claims against us. For a description of the potential payments under the CIC Agreements, see “Compensation Tables—Potential Payments upon Termination or Change in Control” below. Other Compensation Policies

  68. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards Since becoming a public company in November 2020, we generally do not grant awards of stock options, stock appreciation rights, or similar option-like instruments, with the exception of the stock options granted under the EPA Program as discussed above under “2025 Compensation Overview—Long-Term Incentive Equity Awards—Previously Granted Outstanding Equity Awards—2021 Extraordinary Performance Award Program.” Accordingly, we currently have no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by our Company. In the event that we determine to grant new awards of such options in the future, our board of directors will evaluate the appropriate steps to take in relation to the foregoing. Tax and Accounting Considerations

  69. Tax Considerations

    Tax Considerations We have not provided any of our NEOs with a gross-up or other reimbursement for tax amounts the individual might pay pursuant to Code Sections 280G, 4999 or 409A. Code Sections 280G and 4999 provide that named executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our Company that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Code Section 409A also imposes significant taxes on the individual in the event that an executive officer, director or other service provider receives “deferred compensation” that does not meet the requirements of Code Section 409A. Under Code Section 162(m), we are subject to limits on the deductibility of executive compensation. Deductible compensation is limited to $1 million per year for our chief executive officer and certain of our current and former highly compensated executive officers that are “covered employees” under Code Section 162(m) (collectively “covered employees”). While we cannot predict how the deductibility limit may impact our compensation program in future years, we intend to maintain an approach to executive compensation that strongly links pay to performance. We have not adopted a formal policy regarding tax deductibility of compensation paid to our named executive officers. The compensation committee may consider tax deductibility under Code Section 162(m) as a factor in its compensation decisions, and retains the flexibility to provide compensation for the executive officers in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m).

  70. Accounting Considerations

    Accounting Considerations We take financial reporting implications into consideration in designing compensation plans and arrangements for the members of our executive team, other employees and the non-employee members of our board of directors. These accounting considerations include Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), the standard which governs the accounting treatment of stock-based compensation awards and require us to estimate the fair value of each equity award (including stock options and RSUs) and record the compensation expense over the underlying vesting period each award.

  71. Compensation Tables

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Dr. Siva Sivaram | 2025 | 821,538 | 7,547,987 | — | 7,508 | 8,377,033 | | President, Chief Executive Officer | 2024 | 773,231 | 18,829,058 | — | 4,189 | 19,606,478 | | & Director(3) | 2023 | 143,711 | 6,095,378 | — | — | 6,239,089 | | Dr. Luca Fasoli | 2025 | 309,773 | 5,880,411 | — | 2,932 | 6,193,116 | | Chief Operating Officer(4) | 2024 | — | — | — | — | — | | | 2023 | — | — | — | — | — | | Kevin Hettrich | 2025 | 497,266 | 2,582,297 | — | 12,744 | 3,092,306 | | Chief Financial Officer | 2024 | 475,360 | 4,011,488 | — | 15,655 | 4,502,502 | | | 2023 | 468,474 | 4,446,045 | — | — | 4,914,519 | | Dr. Timothy Holme | 2025 | 496,214 | 3,064,238 | — | 1,190 | 3,561,642 | | Chief Technology Officer | 2024 | 483,885 | 3,793,932 | — | 1,190 | 4,279,007 | | | 2023 | 436,440 | 4,463,184 | — | — | 4,899,624 | | Dr. Mohit Singh | 2025 | 496,214 | 3,064,238 | — | 1,460 | 3,561,912 | | Chief Development Officer | 2024 | 483,885 | 3,793,932 | — | 1,460 | 4,279,277 | | | 2023 | 435,291 | 4,463,184 | — | — | 4,898,474 |

  72. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Under SEC rules, we are required to provide information regarding the relationship between the total compensation of our chief executive officer and the total annual compensation of our median employee (other than the chief executive officer). For our last completed fiscal year, which ended December 31, 2025: • The median of the total annual compensation of all employees of our Company, including temporary employees and interns and excluding Dr. Sivaram, was $306,276. • Dr. Sivaram’s annual total compensation as chief executive officer was $8,377,033. • Based on the above, for fiscal year 2025, Dr. Sivaram's total annual compensation as chief executive officer to the median of the total annual compensation of all employees was 27 to 1, an approximately 70% decrease compared to fiscal year 2024’s 92 to 1 ratio. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments and estimates that we used were as follows: • To identify the “median employee” from our employee population we used payroll records as of December 31, 2025 (including temporary employees and interns and excluding Dr. Sivaram, as applicable). The compensation measure included the following: annualized base salary and target bonus that employees were eligible to earn during the year. • With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $306,276. With respect to the annual total compensation for Dr. Sivaram, we used the amount reported in the “Total” column of our 2025 Summary Compensation Table included in this proxy statement.

  73. Chief Executive Officer Pay Ratio

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  74. Pay Versus Performance

    Pay Versus Performance Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the “compensation actually paid” to our named executive officers and certain measures of company performance. The overall objective of our executive compensation program is to tie executive compensation to the performance of our Company, and to motivate our executives, including our named executive officers, to make a long-term commitment to our success. While our executive compensation program rewards individual and Company performance via a mix of short-term and long-term components, cash and equity elements and fixed and contingent payments in proportions that we believe provide appropriate incentives to retain and motivate our named executive officers, as a development stage Company with no revenue to date, we have not used any financial performance measure to link the “compensation actually paid” to our named executive officers to Company performance. The performance milestones under the PSUs awarded to our named executive officers in 2023, 2024 and 2025 as part of their new hire, annual refresh equity awards and 2023 Bridge Equity Program, as applicable, are operational milestones related to technical development demonstrations and battery cell deliveries. Hence, we have not included an additional column for a Company-Selected Measures (as defined under §229.201(v)(2)(vi) of Regulation S-K) in this table. See “Compensation Discussion and Analysis” for information about our compensation philosophy. “Compensation actually paid” does not mean that our named executive officers were actually paid those amounts in the listed year, but reflects a dollar amount derived from the starting point of the “Total” column of our 2025 Summary Compensation Table under the methodology prescribed under the relevant rules. The material that follows is provided in compliance with these rules however additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Discussion and Analysis.” The following table provides information regarding “compensation actually paid” to our principal executive officer, or PEO, and other named executive officers, or NEOs, for each year from 2021 to 2025, compared to our total shareholder return (TSR) from December 31, 2020 through the end of each such year.

  75. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year | Summary Compensation Table Total for First PEO ($)(1)(2) | “Compensation Actually Paid” to First PEO ($)(1)(3) | Summary Compensation Table Total for Second PEO ($)(1)(2) | “Compensation Actually Paid” to Second PEO ($)(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(4) | Average “Compensation Actually Paid” to Non-PEO NEOs ($)(5) | Total Shareholder Return ($) (6) | Peer Group Total Shareholder Return ($)(7) | Net Income/(Net Loss) (in thousands) ($)(8) | | 2025 | — | — | 8,377,033 | 33,303,403 | 4,102,244 | 12,166,631 | 12.34 | 29.54 | (435,050) | | 2024 | 194,278 | (19,001,631) | 19,606,478 | 13,232,755 | 4,259,648 | 2,566,609 | 6.15 | 19.35 | (477,857) | | 2023 | 8,965,314 | 12,852,108 | — | — | 5,237,927 | 5,602,177 | 8.23 | 28.75 | (445,145) | | 2022 | 764,961 | (89,844,716) | — | — | 2,469,030 | (8,372,144) | 6.71 | 37.07 | (411,907) | | 2021 | 69,102,285 | (176,295,847) | — | — | 6,997,126 | (25,845,557) | 26.28 | 69.08 | (45,966) |

  76. Pay Versus Performance

    (1) Our First PEO is Jagdeep Singh who served as our chief executive officer until February 14, 2024; our Second PEO is Siva Sivaram who was appointed as our chief executive officer effective February 15, 2024. (2) Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. “Compensation actually paid” does not mean that our PEO was actually paid those amounts in the listed year, but reflects a dollar amount derived from the starting point of the “Total” column of our 2025 Summary Compensation Table under the methodology prescribed under the relevant rules as shown in the adjusted table below.

  77. Pay Versus Performance

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  78. Pay Versus Performance

    | | | | | 2024 | | | | | 2021 | 2022 | 2023 | First PEO | Second PEO | 2025 | | Summary Compensation Table Total | $69,102,285 | $764,961 | $8,965,314 | $194,278 | $19,606,478 | $8,377,033 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | 68,368,938 | — | 8,193,074 | — | 18,829,058 | 7,547,987 | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 65,345,251 | — | 6,587,311 | — | 13,738,503 | 19,874,585 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (172,145,787) | (81,158,574) | 2,325,878 | — | (1,038,888) | 7,899,721 | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | 1,055,264 | — | 136,206 | 791,414 | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (70,228,657) | (9,451,103) | 2,111,416 | (758,919) | (380,487) | 3,908,636 | | Adjust for Fair Value as of the Prior Fiscal Year End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | — | (18,436,991) | — | — | | “Compensation Actually Paid”* | $(176,295,847) | $(89,844,716) | $12,852,108 | $(19,001,631) | $13,232,755 | $33,303,403 |

  79. Pay Versus Performance

    *The assumptions used for determining the fair values shown in this table are materially consistent with those used to determine the fair values disclosed as of the grant date of such awards. Note that we have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. Other adjustments required by Item 402(v) include adjustments for forfeitures, paid dividends, modifications and valuation of pension plans and are excluded from the above table because we did not have any of those elements in our compensation plans for the years covered in this disclosure. This figure is the average of the total compensation paid to our NEOs other than our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. The names of the non-PEO NEOs in each year are listed in the table below.

  80. Pay Versus Performance

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Kevin Hettrich | Kevin Hettrich | Kevin Hettrich | Kevin Hettrich | Dr. Luca Fasoli | | Dr. Timothy Holme | Dr. Timothy Holme | Dr. Timothy Holme | Dr. Timothy Holme | Kevin Hettrich | | Dr. Mohit Singh | Dr. Mohit Singh | Dr. Mohit Singh | Dr. Mohit Singh | Dr. Timothy Holme | | Celina Mikolajczak | Michael McCarthy | Siva Sivaram | Michael McCarthy | Dr. Mohit Singh |

  81. Pay Versus Performance

    (5) This figure is the average of compensation actually paid for our NEOs other than our PEO in each listed year. “Compensation actually paid” does not mean that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of the “Total” column of our 2025 Summary Compensation Table under the methodology prescribed under the SEC’s rules as shown in the table below, with the indicated figures showing an average of such figure for all NEOs other than our PEO in each listed year.

  82. Pay Versus Performance

    | | 2021 | 2022 | 2023 | 2024 | 2025 | | Summary Compensation Table Total | $6,997,126 | $2,469,030 | $5,237,927 | $4,259,648 | $4,102,244 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | 6,514,660 | 2,002,625 | 4,866,948 | 3,770,545 | 3,647,796 | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 6,190,632 | 652,793 | 4,268,487 | 3,087,804 | 9,290,536 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (20,474,867) | (7,008,319) | 162,440 | (1,043,586) | 1,835,827 | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | 175,082 | 438,110 | 227,635 | 316,561 | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (12,043,788) | (2,658,105) | 362,161 | (194,347) | 852,997 | | Adjust for Fair Value as of the Prior Fiscal Year End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | — | — | (583,739) | | “Compensation Actually Paid”* | $(25,845,557) | $(8,372,144) | $5,602,177 | $2,566,609 | $12,166,631 |

  83. Pay Versus Performance

    *Note that the fair value assumptions shown with respect to footnote 3 apply to the figures in this table as well. (6) Total shareholder return is calculated by assuming that a $100 investment was made at the close of trading on December 31, 2020, and reinvesting all dividends until the last day of each reported fiscal year. (7) The peer group used is represented by the PBW-Invesco WilderHill Clean Energy ETF, which is a published industry index we also use in the stock performance graph for the purpose of Item 201(e) of Regulation S-K in our Annual Report for the year ended December 31, 2025. The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements.

  84. Pay Versus Performance

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  85. Pay Versus Performance

    Relationships Between ”Compensation Actually Paid” and Performance The graphs below describe, in a manner compliant with the relevant rules, the relationship between “compensation actually paid” and net loss and total shareholder return. As discussed above, we have not used any financial performance measure to link the “compensation actually paid” to our NEOs to Company performance.

  86. “Compensation Actually Paid” Versus TSR

    “Compensation Actually Paid” Versus TSR

  87. “Compensation Actually Paid” Versus Net Loss

    “Compensation Actually Paid” Versus Net Loss

  88. “Compensation Actually Paid” Versus Net Loss

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