Günther Mendl
QuantumScapeAbout Günther Mendl
Dr. Günther Mendl, age 53, is an independent director at QuantumScape (QS) appointed in October 2024 via Volkswagen Group of America’s (VGA) designation rights; his board tenure is under one year as of April 1, 2025 . He is Head of the Center of Excellence Battery Cell at Volkswagen AG (since 2022), with prior senior leadership across battery systems at Volkswagen and Audi, and holds a Diploma and Ph.D. in Mechanical Engineering from the Technical University of Munich . The board has affirmatively determined he is independent under NYSE rules, while noting potential conflicts due to QS’s commercial relationships with VGA/PowerCo will be mitigated via material access limits or recusals when appropriate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Volkswagen AG | Head, Center of Excellence Battery Cell | 2022–present | Leadership across battery cell industrialization |
| Volkswagen AG | Leader, Battery Systems & Battery Cells Division | 2020–2022 | Managed full battery lifecycle and production planning |
| Audi AG | Head of Development, E‑Traction, Charging & Battery Systems | 2017–2020 | Led propulsion and charging systems development |
| Audi AG | Various senior roles | 2001–2017 | Progressive leadership in battery/propulsion |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Volkswagen AG | Head, Center of Excellence Battery Cell | 2022 | Current senior executive role |
| QuantumScape Corporation | “VW Director” (board designee under VGA letter agreement) | Oct 2024 | Appointed pursuant to amended VW Director Agreement |
Board Governance
- Independence: Board determined Mendl is independent under NYSE listing standards; board will limit materials or request recusals where VW-related conflicts may arise .
- Committee assignments: None; the second VW Director (Sebastian Schebera) sits on the Nominating & Corporate Governance Committee per the VW Director Agreement .
- Attendance: In FY2024 the board held 6 meetings; each director met at least 75% attendance of applicable board and committee meetings (Mendl joined in Oct 2024) .
- Executive sessions: Outside directors meet in executive session periodically; sessions were chaired by Lead Independent Director Brad Buss in 2024 and by Independent Chairman Dennis Segers starting in 2025 .
- Tenure and leadership: Director since 2024; no chair or lead roles; none on standing committees .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee/Chair Fees (Cash) | Total Cash | Notes |
|---|---|---|---|---|
| 2024 | — | — | — | VW Directors (incl. Mendl) waived all compensation for outside director service |
Policy context: Standard outside director cash fees are $80,000 board retainer plus committee member/chair fees; in Feb 2025 the additional non-executive chair retainer was reduced to $75,000, but Mendl’s waiver supersedes payment .
Performance Compensation
| Year | RSU Grants (Number) | RSU Fair Value ($) | PSU Grants (Number) | PSU Fair Value ($) | Vesting Design |
|---|---|---|---|---|---|
| 2024 | — | — | — | — | VW Directors waived director equity compensation; standard policy provides Initial RSUs ($320k) and Annual RSUs ($200k) for outside directors, but waived for VW Directors |
Performance metrics table (director compensation): Not applicable—QS director equity grants are time-based RSUs (no director PSUs); VW Directors waived compensation entirely .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict | Mitigation |
|---|---|---|---|
| Volkswagen Group of America Investments (VGA) | >5% beneficial owner; board designation rights for two “VW Directors” (incl. Mendl) | VW-affiliated designee on QS board while QS has commercial arrangements with VW/PowerCo SE | Board independence affirmed; conflicts mitigated via recusals/limited material access; VW Director rights include meeting/committee attendance subject to conflict procedures |
| PowerCo SE (VW battery company) | Collaboration & IP License framework; $130M initial royalty prepayment under prospective license | VW employment plus QS‑VW collaboration could present related‑party exposure | Governance safeguards and related person transaction oversight (Audit Committee) |
Expertise & Qualifications
- Two decades+ in battery technology and automotive propulsion systems at VW and Audi; leadership across development, purchasing, production planning, quality, and recycling .
- Mechanical engineering Diploma and Ph.D. (Technical University of Munich), aligning with QS’s solid‑state battery domain .
- Skillset mapped by QS as direct battery lifecycle leadership and deep domain expertise, complementing QS’s commercialization roadmap .
Equity Ownership
| Holder | Shares Beneficially Owned (Class A) | Shares Beneficially Owned (Class B) | % of Total Vote | Notes |
|---|---|---|---|---|
| Dr. Günther Mendl | — | — | — | Disclaims beneficial ownership of VGA shares; no reported QS holdings |
| VGA (reference) | 68,236,103 Class A; 17,980,436 Class B | See left | 26.2% total voting power | VW-related ownership context (for conflict assessment) |
Ownership alignment and policies: Stock ownership guidelines require outside directors to hold ≥3x annual retainer within five years; QS states each director is either compliant or within phase‑in—Mendl is a new director and thus likely within phase‑in; hedging and pledging are prohibited .
Governance Assessment
- Independence and conflicts: The board explicitly reviewed VW affiliations and deemed Mendl independent; it instituted conflict controls (recusals/limited access) given QS’s collaborative and licensing arrangements with VW’s PowerCo SE—investors should monitor execution of these safeguards as commercialization progresses .
- Compensation alignment: VW Directors, including Mendl, waived all outside director cash and equity compensation, reducing pay-related conflicts and eliminating short-term equity incentives; however, lack of QS equity stake may modestly reduce direct “skin-in-the-game” alignment versus standard director RSU grants .
- Engagement and attendance: Board met six times in 2024; all directors met ≥75% attendance thresholds; outside director executive sessions occur regularly under independent leadership, supporting board effectiveness .
- Committee roles: No committee assignment for Mendl; the second VW Director (Schebera) serves on Nominating & Corporate Governance, preserving committee independence standards while honoring designation rights .
RED FLAGS
- Related-party exposure: Material commercial arrangements with VW/PowerCo (including $130M initial royalty prepayment) while VW-affiliated directors serve on QS’s board—mitigations are disclosed but ongoing monitoring of recusals and information barriers is warranted .
- Ownership alignment: No disclosed QS share ownership by Mendl; although guidelines allow a phase‑in period, absence of equity could reduce direct alignment versus standard RSU practice for outside directors (waived for VW Directors) .
Appendix: Reference Tables
- Board composition and independence status: includes Mendl as independent (<1 year tenure) .
- Committee membership summary: Mendl—none; VW Director Schebera—Nominating & Corporate Governance .
- Outside director compensation policy details: cash and RSU structure; VW Directors’ waiver; 2025 chair retainer adjustment .