Fritz Prinz

About Fritz Prinz

Prof. Dr. Fritz Prinz, age 75, is a co‑founder of QuantumScape, a long‑serving director since 2010, and the Company’s Chief Scientific Advisor; he holds a Ph.D. in Physics from the University of Vienna and is a professor of Materials Science & Engineering and Mechanical Engineering at Stanford University, as well as a Senior Fellow at Stanford’s Precourt Institute for Energy . He is not considered independent due to his co‑founder status and because he provides separate technical consulting and advisory services to the Company in addition to his board service . His board tenure is 14 years as of April 1, 2025 .

Past Roles

External Roles

Board Governance

• Committee assignments: None (not shown as a member of Audit, Compensation, or Nominating & Governance)
• Independence status: Not independent (co‑founder; provides consulting/advisory services)
• Years of service on QS board: 14 years as of April 1, 2025
• Attendance: In FY2024, the board met 6 times; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .

Fixed Compensation

Note: The proxy explicitly states Prof. Dr. Prinz did not receive additional compensation as an outside director in FY2024 due to his separate consulting arrangement .

Performance Compensation

Outside Director RSU policy (general): Annual director RSUs equal to $200,000 divided by 20‑day VWAP, vesting by the earlier of one‑year anniversary or day before next annual meeting; change‑in‑control accelerates vesting for outside director awards. Prof. Dr. Prinz did not receive these standard outside director RSUs in 2024 due to his consulting arrangement .

Other Directorships & Interlocks

Related Redwood Materials arrangement (QS collaboration): No cash exchanged; JB Straubel (QS director) is CEO and on Redwood’s board; Dipender Saluja (QS director) is on Redwood’s board. This is relevant to QS board interlocks generally, but not tied to Fritz Prinz in the proxy disclosure .

Expertise & Qualifications

• Deep technical expertise in materials science, mechanical engineering, and energy research; long academic career with leadership roles at Stanford and Precourt Institute for Energy .
• Strategic technology advisor to QS leveraging broad research into energy conservation and technological development .

Equity Ownership

Breakdown of Outstanding Awards (as of Dec 31, 2024):

Additional ownership detail:

• Shares include 15,077 RSUs vesting within 60 days of March 31, 2025; a mix of direct holdings and trusts for family beneficiaries as specified in footnotes .
• Policy prohibits hedging/pledging of QS securities by directors and executives; ownership guidelines require outside directors to hold at least 3x annual board retainer, with compliance tracked and directors either compliant or within phase‑in period .

Governance Assessment

• Independence and committee participation: He is not independent and holds no board committee roles, which limits independent oversight contribution but reflects his co‑founder/technical advisor profile .
• Attendance and engagement: Board‑level attendance thresholds were met in FY2024; all directors attended the annual meeting, indicating baseline engagement .
• Ownership alignment: Significant beneficial ownership, including Class B super‑voting shares, aligns technical founder incentives but concentrates voting power (10.8% of total vote), warranting monitoring for balance between founder influence and broader shareholder interests .
• Director/Consultant pay mix: 2024 compensation comprised $216,000 cash plus 34,663 RSUs ($207,285 fair value) for consulting/advisory services, not standard outside director compensation—an explicit related‑person transaction disclosed and overseen under QS policies .

RED FLAGS

• Not independent due to co‑founder status and ongoing paid consulting relationship with QS; related‑party compensation was material in 2024 (cash and RSUs) .
• Concentrated voting influence via Class B shares (10.8% of total vote) can create governance imbalance if not counter‑weighted by independent board leadership and robust recusals on conflicted matters .
• One late Section 16 Form 4 filing in April 2024 (administrative error) indicates a minor compliance lapse; continued monitoring advisable .

Mitigants and policies

• QS prohibits hedging and pledging for directors and executives, reducing misalignment risk; stock ownership guidelines enforce sustained equity exposure (outside directors: 3x annual retainer) with active compliance tracking .
• Audit Committee is charged with related‑person transaction oversight; board outlines recusals/exclusions when VW designees or other relationships may present conflicts, indicating broader conflict management rigor applicable across directors .

Notes on Compensation Structure and Metrics

• The proxy does not disclose performance metrics/targets or vesting schedule specifics tied to Prof. Dr. Prinz’s consulting RSU grants; outside director RSU program metrics are not applicable because he did not receive outside director compensation in FY2024 .
• QS maintains clawback policies for incentive‑based compensation and has formal committee oversight of compensation programs, but these apply primarily to executives; director consulting awards are disclosed without specific performance contingencies in the proxy .

Related‑Party Transactions

• 2024: Prof. Dr. Prinz received approximately $216,000 in cash and 34,663 RSUs (grant‑date fair value $207,285) for technical consulting/advisory services apart from his board service; these are disclosed under Related Person Transactions .

Attendance and Executive Sessions

• Board met 6 times in FY2024; each director met ≥75% attendance; executive sessions of outside directors occur periodically and are chaired by the independent chairman starting in 2025, supporting independent deliberations (general board practice disclosure) .