Brad Buss
QuantumScapeAbout Brad Buss
Brad Buss (age 61) is an independent director at QuantumScape (QS) since 2020, currently serving as Audit Committee Chair and member of the Compensation Committee. He previously served as Lead Independent Director and chaired executive sessions of outside directors in 2024 until an independent chair was appointed in January 2025. Buss is designated an audit committee financial expert and has deep CFO experience at public companies; he holds a B.A. in Economics from McMaster University and an Honors Business Administration degree from the University of Windsor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SolarCity Corporation | Executive Vice President & Chief Financial Officer | 2014–2016 | Led finance at high-growth clean energy company |
| Cypress Semiconductor | Executive Vice President & Chief Financial Officer | 2005–2014 | Public company CFO; extensive financial oversight |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| AECOM (NYSE: ACM) | Director | Since 2020 | Large infrastructure/engineering; no disclosed QS conflict |
| Marvell Technology Group (NASDAQ: MRVL) | Director | Since 2018 | Semiconductor; no disclosed QS conflict |
| Tesla, Inc. (NASDAQ: TSLA) | Former Director | 2009–2019 | Prior EV customer/competitor exposure; historical only |
| Advance Auto Parts (NYSE: AAP) | Former Director | 2016–2021 | Auto aftermarket |
| TuSimple Holdings (NASDAQ: TSP) | Former Director | 2020–2022 | Autonomous trucking |
| Cavium, Inc. | Former Director | 2016–2018 | Semiconductor |
| CafePress Inc. | Former Director | 2007–2016 | E-commerce |
Board Governance
- Independence: The board determined Buss is independent under NYSE rules .
- Committee assignments:
- Audit Committee Chair; committee held 8 meetings in 2024; Buss qualifies as an audit committee financial expert .
- Compensation Committee member; committee held 7 meetings in 2024 .
- Board attendance: Board held 6 meetings in 2024; all directors attended ≥75% of board and committee meetings .
- Lead Independent Director: Buss served as Lead Independent Director in 2024 and chaired executive sessions of outside directors; role transitioned to independent chair in 2025 .
Fixed Compensation
| Component (Policy) | Annual Amount | Applicable to Buss (2024) | Notes |
|---|---|---|---|
| Board member retainer | $80,000 | Yes | Standard outside director cash retainer |
| Lead Independent Director retainer | $22,000 | Yes (2024) | Buss served as LID in 2024 |
| Audit Committee Chair | $25,000 | Yes | Chair fee |
| Compensation Committee member | $9,000 | Yes | Member fee |
| Non-executive Board Chair | $75,000 (effective 2025) | No | Policy amended Feb 2025 (reduced from $100,000) |
| Total Fees Earned (2024 actual) | $136,000 | Yes | Matches component sum |
Performance Compensation
| Equity Element | 2024 Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU award (policy) | Target $200,000 | Vests by 1-year or day before next AGM | Policy provides for annual RSUs equal to $200k divided by 20-day VWAP |
| Buss 2024 RSU grant (actual) | $193,113 | As per policy (annual award) | Reported in outside director compensation table |
| Change-in-control treatment | Full vesting of outstanding director awards | Upon change in control, continued service through closing required | Applies to outside directors’ awards |
Other Directorships & Interlocks
- VW designation rights: Two VW Directors sit on QS’s board under a letter agreement; Buss is not a VW designee .
- Related person transactions: Section does not list any transactions involving Buss; Redwood collaboration involves other directors (JB Straubel and Dipender Saluja) .
Expertise & Qualifications
- Financial expertise: Audit committee financial expert designation; extensive CFO and public board experience .
- Industry/functional experience: Automotive, semiconductors, clean energy finance and operations .
- Education: B.A. Economics (McMaster); Honors Business Administration (University of Windsor) .
Equity Ownership
| Metric | Value | Details |
|---|---|---|
| Total beneficial ownership | 1,673,354 shares | Less than 1% of outstanding; includes 46,921 options exercisable within 60 days, 249,720 shares in 2011 Buss Family Trust, and 70,000 shares in Buss Family Heritage Trust |
| Outstanding RSUs (as of 12/31/24) | 34,423 | Director equity awards outstanding |
| Outstanding options (as of 12/31/24) | 1,407,612 | Director option awards outstanding |
| Shares pledged as collateral | Prohibited by policy | Hedging and pledging prohibited under Insider Trading Policy |
| Ownership guidelines | 3x annual board retainer | Directors must meet guideline within 5 years; directors are either compliant or in phase-in |
Governance Assessment
- Strengths:
- Independence and leadership: Former Lead Independent Director; current Audit Committee Chair; chairs and participates actively in committees with clear meeting cadence .
- Financial oversight: Audit committee financial expert; robust audit oversight practices and private sessions with auditor and management .
- Alignment: Director equity via annual RSUs; stock ownership guidelines; clawback arrangements; prohibition on hedging/pledging .
- Compensation governance: Member of independent Compensation Committee using independent consultant (Compensia) and monitoring comp-related risk .
- Potential watch items:
- Legacy option overhang: Significant director options outstanding; QS generally does not grant options post-IPO except specialized programs—monitor future equity structure and any modifications .
- VW board designation rights: While not related to Buss, the presence of VW designees can introduce conflicts; the board uses recusals and material access limitations—assess committee independence continuity .
- Attendance/engagement: Meets committee and board attendance thresholds; active in executive sessions, signaling engagement and oversight quality .
RED FLAGS: None disclosed specific to Buss in related-party transactions, hedging/pledging, or attendance; his independence affirmed and compensation appears market-competitive per policy .