Dipender Saluja
QuantumScapeAbout Dipender Saluja
Independent director at QuantumScape since 2012 (12 years of board tenure as of April 2025), age 60. Managing Director at Capricorn Investment Group (since 2006) and current public company director at Joby Aviation (NYSE: JOBY) and Navitas Semiconductor (NASDAQ: NVTS); also serves on several private company boards. Member of QuantumScape’s Nominating and Corporate Governance Committee; the board affirms his independence under NYSE rules. Expertise spans investment leadership, strategy, finance, and board governance, with 16 years of prior experience at Cadence Design Systems .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QuantumScape | Director | 2012–present | Historical service on Audit Committee noted in 2021 proxy; contributed to financial oversight alongside Audit Chair Brad Buss . |
| Cadence Design Systems | Executive/Leadership roles | 16 years | Technology/operations experience cited in QS biography . |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Capricorn Investment Group | Managing Director | 2006–present | Private | Investment leadership; potential investment interlocks monitored by QS board . |
| Joby Aviation (JOBY) | Director | 2021–present | Public | Aerospace/EV ecosystem exposure . |
| Navitas Semiconductor (NVTS) | Director | 2021–present | Public | Power semiconductor exposure . |
| Redwood Materials | Director | Not specified | Private | QS has a materials recycling collaboration with Redwood; Board notes related-party context (no cash consideration) . |
| Various private companies | Director | Ongoing | Private | Portfolio breadth supports strategy/finance expertise . |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; chair is Dr. Gena Lovett; committee met 5 times in 2024. Responsibilities include director independence reviews, Code of Conduct oversight (including conflicts), succession planning, ESG and governance framework updates .
- Independence: Board determined Saluja is independent; independence assessment considered affiliations (including investor relationships and VW-related board designees) with measures such as recusals when conflicts arise .
- Attendance: Board held 6 meetings in FY2024; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
- VW interlock context: VW retains rights to designate two directors, with one seat on Nominating & Governance; QS outlines recusal/exclusion practices for potential conflicts tied to commercial relationships with VGA/PowerCo .
Fixed Compensation
| Component | Policy Amount | Role Basis | FY2024 Actual (Cash) |
|---|---|---|---|
| Board annual retainer | $80,000 per year | All outside directors | $80,000 cash included in “Fees Earned” . |
| Nominating & Governance committee – member | $6,500 per year | Committee member | $6,500 cash included in “Fees Earned” . |
| Total cash fees | — | Board + committee | $86,500 (Fees Earned) . |
Notes:
- No meeting fees; quarterly pro-rata payment .
- Independent Chair retainer decreased from $100,000 to $75,000 effective Feb 2025 (not applicable to Saluja unless serving as Chair) .
- Compensation policy developed with independent consultant Compensia; board uses independent comp committee/consultant .
Performance Compensation
| Component | FY2024 Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant | $193,113 | Vests on earlier of 1-year anniversary or day before next annual meeting | Annual award sized at $200,000 divided by 20-day VWAP prior to grant; change-in-control provides full vesting for outside director awards . |
| Initial RSU grant (if new outside director) | N/A (not applicable in 2024) | Quarterly over 3 years | Initial award sized at $320,000 divided by 20-day VWAP; not applicable to incumbent directors . |
| Stock options | None | — | QS generally does not grant options to directors; RSUs are standard for directors . |
Other Directorships & Interlocks
| Entity | Relationship to QS | Interlock/Transaction | Governance Signal |
|---|---|---|---|
| Volkswagen/PowerCo | Strategic licensing partner; VW director designation rights | VW Directors sit on QS board; one VW Director on Nominating & Governance by agreement | QS outlines recusal/exclusion protocols to mitigate conflicts tied to commercial relationships . |
| Redwood Materials | Collaboration on materials recycling; no cash consideration | Saluja and JB Straubel serve on Redwood board | Related-party context disclosed; oversight via committee review; monitor for conflict management . |
| Capricorn-Libra Investment Group, LP | Shareholder | Saluja has shared voting/investment power over Capricorn-Libra-held QS shares (<5% of each class); disclaims beneficial ownership beyond pecuniary interest | Potential alignment with investor; independence affirmed; conflicts managed via policy . |
Expertise & Qualifications
- Investment leadership, strategy, finance, and management experience from Capricorn Investment Group and broad board service across public/private companies .
- Technology/operations background from Cadence Design Systems (16 years) enhancing industry understanding relevant to QS’s battery technology domain .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (all common) | 289,620 shares | <1% of QS common; Class A one vote per share, Class B ten votes per share . |
| RSUs outstanding (as of 12/31/2024) | 34,423 shares | Options outstanding: none . |
| Capricorn-Libra related | Shared voting/investment power over Capricorn-Libra-held QS shares | Represents <5% of each class; Saluja disclaims beneficial ownership except for pecuniary interest . |
| Stock ownership guidelines | 3x annual board retainer for directors | Compliance tracked; all directors either compliant or within phase-in period; 50% post-vest retention until compliant . |
| Hedging/pledging | Prohibited | Directors and employees barred from hedging or pledging QS stock . |
Insider Trades
| Filing Date | Form Type | Period of Report | Source |
|---|---|---|---|
| 2023-01-24 | Form 4 | 2022-09-15 | SEC EDGAR index for Saluja’s QS Form 4 . |
| 2025-06-06 | Form 4 | Not specified | SEC EDGAR primary document shows Saluja as Reporting Person for QS . |
Note: Share counts/transaction details for the above filings are not summarized here due to source formatting; refer directly to the SEC links for precise amounts and prices.
Governance Assessment
- Positives:
- Independence affirmed; sits on Nominating & Governance Committee that oversees Code of Conduct and potential conflicts, director independence reviews, succession planning, and ESG oversight .
- Strong attendance (≥75%) and engagement; committee activity evident (5 meetings in 2024); board held 6 meetings in 2024 .
- Director equity is time-based RSUs with ownership guidelines; hedging/pledging prohibition supports alignment; compensation policy anchored by independent consultant and committee .
- Watch items:
- Related-party exposure via Redwood Materials board role and QS collaboration (no cash consideration) warrants monitoring for recusals and committee oversight in relevant matters. QS discloses policy and processes; Nominating & Governance and Audit Committee review conflicts/related-party transactions .
- Investor interlock: Shared voting/investment power over Capricorn-Libra QS holdings (<5% per class), with disclaimer of beneficial ownership; independence affirmed but monitor for transaction-level conflicts .
- Overall signal: Governance structures and disclosures suggest robust conflict management (recusal/exclusion protocols, committee oversight, formal related-party transaction policy, independent chair), with standard director pay mix and ownership alignment. No attendance or pay anomalies flagged; no hedging/pledging; Redwood/Capricorn relationships disclosed and managed through governance processes .