Gena Lovett
QuantumScapeAbout Dr. Gena Lovett
Independent director of QuantumScape since 2022; age 62. Former VP of Operations for Boeing Defense, Space & Security (2015–2019), with prior leadership at Alcoa (Global Chief Diversity Officer; Director, Manufacturing, Forging) and 15 years at Ford, including plant leadership. She holds a B.A. in Criminal Justice (Ohio State), an MBA (Baker College), an M.S. and Ph.D. in Values Driven Leadership (Benedictine University) . She is independent under NYSE rules and serves as Chair of the Nominating & Corporate Governance Committee and as a member of the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company (Defense, Space & Security) | Vice President, Operations | 2015–2019 | Large-scale operations leadership in aerospace |
| Alcoa Corporation | Global Chief Diversity Officer; Director, Manufacturing, Forging | 2012–2015; 2007–2012 | Manufacturing/operations leadership and corporate DEI leadership |
| Ford Motor Company | Various roles incl. Plant Manager (New Model Programs); Assistant Plant Manager (Atlanta Assembly) | 15 years incl. 2005–2007 | Automotive operations and plant leadership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| AdvanSix Inc. (NYSE: ASIX) | Director | 2021 | Current public company directorship |
| Trex Company, Inc. (NYSE: TREX) | Director | 2021 | Current public company directorship |
| Shiloh Industries (NASDAQ: SHLO) | Director | 2019–2020 | Former public company directorship |
Board Governance
- Independence: The Board determined Dr. Lovett has no material relationship with the Company and is independent under NYSE standards .
- Committees: Chair, Nominating & Corporate Governance Committee; Member, Audit Committee .
- 2024 committee activity: Nominating & Governance met 5 times; Audit met 8 times .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024 (Lovett included) .
- Audit committee engagement: Signatory to the 2024 Audit Committee Report .
- Executive sessions/leadership: Only independent directors serve on key committees; independent chair in place since Jan 2025 .
Fixed Compensation (Outside Director – 2024)
| Component | Amount (USD) | Source/Notes |
|---|---|---|
| Fees Earned or Paid in Cash (reported) | 105,500 | Reported “Fees Earned or Paid in Cash” for 2024 |
| Policy rates relevant to Lovett’s roles (for reference) | Board retainer $80,000; NCG Chair $13,000; Audit member $12,500; quarterly paid | |
| Total Cash (reported) | 105,500 | Sum reported; aligns with policy rates given her roles |
Performance Compensation (Outside Director – 2024)
| Equity Element | Grant Value (USD) | Instrument | Vesting | Change-in-Control |
|---|---|---|---|---|
| Annual Director Equity (reported) | 193,113 | RSUs | Annual awards vest on earlier of 1-year anniversary or day before next AGM | |
| Initial Award Policy (if at first appointment) | $320,000 formula | RSUs | Vests quarterly over 3 years; formula set by 20-day VWAP | |
| CoC Treatment (outside directors) | — | RSUs | Outstanding awards fully vest on change in control if serving as outside director through CoC date |
- 2024 Director Total Compensation: $298,613 (cash $105,500; stock awards $193,113) .
- No director options granted as part of standard policy; the Company generally does not grant options to outside directors .
- No hedging or pledging of Company stock permitted under policy .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | AdvanSix (ASIX); Trex (TREX) |
| Compensation committee interlocks | None: no QS executive served on another entity’s comp committee where a QS director served as an executive, and vice versa |
| VW representation context | VW designees serve as directors under a letter agreement; the Board monitors potential conflicts and may limit access or request recusals; Lovett is not a VW designee |
Expertise & Qualifications
- 20+ years leading large-scale manufacturing/operations in aerospace, aluminum, and automotive; governance perspective at the intersection of business and society; published author on leadership culture .
- Skills aligned to QS needs: operations/manufacturing scaling, governance, and industrial leadership .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (3/31/2025) | 40,956 shares of Class A common stock; <1% of outstanding |
| RSUs outstanding (12/31/2024) | 35,611 RSUs |
| Options outstanding | None disclosed for Lovett |
| Hedging/Pledging | Prohibited by policy |
| Ownership guidelines | Directors: 3x annual cash retainer; 5-year phase-in; Company states all directors are compliant or in phase-in |
Governance Assessment
- Strengths:
- Independent director with deep operations/manufacturing background relevant to QS’s industrialization phase .
- Governance leadership as Nominating & Corporate Governance Chair; active committee workload (Audit + NCG) with ≥75% attendance and signatory to Audit Committee Report .
- Clean compliance signals: independent status affirmed; no Section 16(a) delinquencies for Lovett; hedging/pledging prohibited .
- Director pay structure balanced with cash retainer and time-based RSUs; stock ownership guidelines in place .
- Potential watch items:
- Single-trigger vesting of outside director RSUs upon change-in-control may be viewed as shareholder-unfriendly by some investors, though common in director programs .
- Broader board-level conflict management remains important given VW designees and commercial agreements; Board discloses mitigation steps (material access limits/recusals) .
Director Compensation (Detail – 2024)
| Category | Amount (USD) |
|---|---|
| Cash Fees | 105,500 |
| Stock Awards (Grant-Date Fair Value) | 193,113 |
| Total | 298,613 |
Committees & Attendance (2024)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 5 | Oversees board composition, independence, governance policies, sustainability oversight, and engagement |
| Audit | Member | 8 | Oversees ERM, financial reporting, ICFR, cybersecurity, and related-person transactions |
| Board | Director | — | All directors attended ≥75% aggregate Board/committee meetings |
Related-Party, Conflicts, and Independence
- Independence: Affirmed independent by the Board; no material relationships with QS .
- Related-party transactions: Audit Committee oversees policy; no Lovett-specific related-party transactions disclosed .
- Section 16(a) compliance: Company notes one late Form 4 in 2024 for Prof. Dr. Prinz; none identified for Lovett .
RED FLAGS
- None identified specific to Lovett in the proxy (no pledging/hedging, no reported related-party ties, independent status, and no Section 16(a) issues) .
- Note: Director RSUs fully vest on change in control (could be scrutinized by some investors) .