Dennis Segers
QuantumScapeAbout Dennis Segers
Dennis Segers (age 72) joined QuantumScape’s board in October 2024 and became Independent Chairman on January 1, 2025. He is a 45-year semiconductor industry veteran and former public-company chairman and CEO, with a B.S. in Electrical Engineering from Texas A&M University. The board has determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Xilinx, Inc. | Chairman of the Board | 2015–2022 | Former public company; brings large-cap governance experience. |
| Matrix Semiconductor | President & CEO | 2006–2015 | Executive leadership across technology commercialization. |
| Tabula, Inc. | CEO | 2001–2006 | Led private semiconductor company. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parade Technologies, Ltd. | Board Member | Since 2007 | Semiconductor board experience; global markets exposure. |
| Flip Electronics | Board Member | Since 2021 | Electronics distribution/supply chain perspective. |
| Kinara, Inc. | Chairman | Since 2022 | AI/chip startup governance and commercialization oversight. |
Board Governance
- Role: Independent Chairman since January 1, 2025; serves as liaison between board and management, provides independent leadership, and chairs executive sessions of outside directors beginning in 2025.
- Independence: Board determined Segers is independent under NYSE listing standards.
- Committees: None (not serving on Audit, Compensation, or Nominating & Governance committees per director biography).
- Attendance: In 2024, the board held 6 meetings; each director attended at least 75% of the board and applicable committee meetings for their service period. All directors at the time attended the 2024 annual meeting.
- Leadership structure: Company separated CEO and Chair roles in 2024; appointment of an independent chairman in 2025 emphasized stronger oversight and accountability.
Fixed Compensation
Director Compensation Policy (Cash)
| Cash Component | Amount | Notes |
|---|---|---|
| Board Member Annual Retainer | $80,000 per year | Paid quarterly in arrears, prorated. |
| Independent Board Chair Retainer | $75,000 per year | Reduced from $100,000 effective Feb 2025. |
| Lead Independent Director | $22,000 per year | If applicable. |
| Audit Chair / Member | $25,000 / $12,500 per year | One fee per committee role. |
| Compensation Chair / Member | $18,000 / $9,000 per year | |
| Nominating & Governance Chair / Member | $13,000 / $6,500 per year | |
| Annual Cash+Equity Cap | $750,000 ($1,000,000 initial year) | GAAP grant-date fair value for equity; excludes non-director services. |
FY2024 Director Compensation – Dennis Segers
| Metric | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $16,559 | Prorated for late-2024 service. |
| Stock Awards ($) | $411,976 | Aggregate grant-date fair value (ASC 718). |
| Total ($) | $428,535 |
Performance Compensation
| Equity Element | QuantumScape Policy | Vesting / Conditions |
|---|---|---|
| Initial RSU Award (new outside director) | $320,000 ÷ 20-day VWAP (prior to grant date) | Vests quarterly over 3 years on Feb 15/May 15/Aug 15/Nov 15, subject to service. |
| Annual RSU Award | $200,000 ÷ 20-day VWAP (prior to annual meeting grant date) | Vests by 1-year anniversary or day before next annual meeting, whichever earlier. |
| Change-in-Control Treatment | All outside director outstanding awards fully vest upon a CIC if service continues through CIC date | Applies to outside directors’ awards. |
- 2024 stock awards for Segers: $411,976 grant-date fair value (ASC 718); reflects equity-heavy mix that aligns with shareholder interests.
- Options: Company generally does not grant new options since 2020 IPO (exceptions for a legacy program); Segers had no options outstanding in 2024.
Other Directorships & Interlocks
| Company | Relationship to QS | Potential Interlock / Conflict |
|---|---|---|
| Parade Technologies, Flip Electronics, Kinara, Inc. | Unrelated to QS’s disclosed major commercial partners (e.g., VGA/PowerCo) | Proxy indicates board evaluated independence and considered VW-affiliated directors for conflicts; no related person transactions disclosed for Segers. |
Expertise & Qualifications
- 45-year semiconductor industry veteran; served as CEO of multiple companies and as chairman of public companies, providing deep technology, operations, and governance expertise.
- Education: B.S., Electrical Engineering, Texas A&M University.
- Skills relevant to QS: scaling advanced tech, board leadership, strategy and oversight for complex hardware ecosystems.
Equity Ownership
| Item | Amount / Status | Notes |
|---|---|---|
| Beneficial Ownership (3/31/2025) | 4,712 shares | Represents RSUs vesting within 60 days; <1% of class. |
| Outstanding RSUs (12/31/2024) | 77,149 | No options outstanding. |
| Ownership Guidelines | 3x annual board retainer for directors | 5-year phase-in; retain 50% of net shares until compliant. |
| Compliance Status | Company states all directors are either compliant or in phase-in period | Applies to directors and executive officers. |
| Hedging/Pledging | Prohibited for directors and employees | No pledging of QS stock allowed. |
Governance Assessment
-
Positives
- Independent Chairman with clearly defined responsibilities; separation of CEO/Chair enhances oversight and accountability.
- Independence affirmed by the board; executive sessions of outside directors chaired by Segers from 2025.
- Equity-heavy director pay mix (2024: ~$412k equity vs. ~$17k cash) aligns incentives; chair retainer reduced in 2025 to align with market.
- Strong ownership/behavioral policies: 3x retainer ownership guideline with retention and prohibitions on hedging/pledging.
-
Watch items
- Current disclosed beneficial ownership is modest (4,712 shares as of 3/31/2025); while within a 5-year phase-in, investors may look for continued accumulation toward the 3x retainer guideline.
- Not serving on key committees (per bio), which is typical for a board chair but reduces direct committee-level influence; effectiveness will hinge on chair facilitation and oversight.
-
Conflicts and related-party exposure
- Proxy’s independence review did not identify material relationships for Segers; no related person transactions disclosed involving him.
Appendix: Board Activity and Committee Context
- 2024 board meetings: 6 total; each director met at least 75% attendance threshold for their service period; all directors attended the 2024 annual meeting.
- Committee mandates and composition are fully independent; compensation committee uses independent consultant (Compensia).