Jeneanne Hanley - Director | QuantumScape (QS) Executive Profile & Compensation

About Jeneanne Hanley

Independent director of QuantumScape (QS) since 2021; age 52. Former senior automotive operator at Lear Corporation (1994–2019) and holds a B.S. in Mechanical Engineering and an MBA from the University of Michigan. Currently serves on QS’s Audit and Compensation Committees and is slated to become Compensation Committee Chair after the 2025 annual meeting, reflecting board confidence in her governance and pay oversight capabilities .

Past Roles

Organization	Role	Tenure	Committees/Impact
Lear Corporation	Senior Vice President & President, E‑Systems; Corporate VP, Global Surface Materials; Corporate VP, Americas Seating BU; VP, Global Strategy & Business Development	1994–2019	Led multi‑division operations and strategy across automotive electronics, seating, and materials; deep P&L and scale manufacturing expertise

External Roles

Organization	Role	Tenure	Notes
KLA Corporation (NASDAQ: KLAC)	Director	Since 2019	Semiconductor capital equipment; no QS‑disclosed related party transactions
Tenneco Corporation	Director	Since 2023	Automotive components; private/public reference varies by proxy year; no QS‑disclosed related party transactions

Board Governance

Independence: Board determined Hanley is independent under NYSE rules; no family relationships disclosed among directors/executives .
Committee assignments:
- Audit Committee member (8 meetings in FY 2024) .
- Compensation Committee member (7 meetings in FY 2024) and will become Chair after the 2025 annual meeting .
Attendance: Board held 6 meetings in FY 2024; each director attended at least 75% of board and committee meetings during service periods .
Executive sessions: Independent/outside directors meet periodically in executive session; chaired by lead independent director in 2024 and by independent chair from 2025 .
Risk oversight: Committees actively oversee ERM, compensation risk, governance, conflicts, and sustainability .

Fixed Compensation

Policy and actual director pay mix emphasize cash retainers plus time‑based RSUs (no options for Hanley).

Component	Detail
Board retainer	$80,000 per year
Committee fees	Audit member $12,500; Compensation member $9,000; Audit chair $25,000; Compensation chair $18,000; Nominating chair $13,000; Nominating member $6,500
Equity – Initial Award	$320,000 of RSUs (shares based on 20‑day VWAP); vests quarterly over 3 years (Feb 15/May 15/Aug 15/Nov 15)
Equity – Annual Award	$200,000 of RSUs (shares based on 20‑day VWAP); vests on earlier of one year or day before next annual meeting
CIC treatment	Outside director awards fully vest upon change in control if service continues through the date

Director compensation for Hanley (reported):

Metric	FY 2023	FY 2024
Fees Earned or Paid in Cash ($)	101,500	101,500
Stock Awards ($)	184,980	193,113
Total ($)	286,480	294,613

Performance Compensation

QS’s outside director equity grants are time‑based RSUs; no performance‑conditioned (PSU) director awards disclosed. Annual Award and Initial Award mechanics detailed above; no option awards for Hanley .

Performance Metric	Applicable to Director Awards?	Detail
Corporate/financial PSUs	No	Outside director grants are RSUs with time‑based vesting
Options with performance hurdles	No (Hanley)	No options outstanding for Hanley

Other Directorships & Interlocks

External boards: KLA (semiconductor capital equipment) and Tenneco (auto components). QS’s proxy notes board independence and reviews potential conflicts and related person transactions; no Hanley‑specific related party transactions disclosed .
Volkswagen representation on QS board via VW Director Agreement does not involve Hanley; board addresses potential conflicts for VW designees with recusal/material access limits when appropriate .

Expertise & Qualifications

25+ years in automotive operations, performance management, sustainable growth, and leadership/culture; significant division‑level P&L and manufacturing scale experience .
Governance skills via Audit and Compensation committee service; prepared to chair Compensation Committee post‑2025 annual meeting .

Equity Ownership

Beneficial ownership and outstanding awards indicate alignment without leverage risk.

Metric	As of 12/31/2023	As of 12/31/2024	As of 3/31/2025
RSUs Outstanding (shares)	30,685	35,513	—
Total Beneficial Ownership (Class A shares)	—	—	58,931; <1% of Class A; <1% total voting power

Ownership alignment policies:

Stock ownership guidelines: Outside directors must hold ≥3x annual board retainer within 5 years; retain 50% of net shares from vestings until guideline met. QS states all directors/executives are either compliant or in phase‑in .
Hedging/pledging: Prohibited for directors and employees; margin accounts also prohibited .
No pledging by Hanley disclosed; no related party transactions disclosed involving Hanley .

Governance Assessment

Strengths
- Independence and active committee service; slated Compensation Chair role enhances pay governance credibility .
- Consistent attendance (≥75% threshold across directors) and robust committee cadence (Audit: 8; Comp: 7 in 2024) indicate engagement .
- Director pay structure is balanced and market‑aligned; equity grants are time‑based RSUs (no risky options/PSUs for directors) .
Potential Risks/Watch Items
- External board at Tenneco creates ecosystem adjacency in automotive; board’s independence review and lack of related transactions mitigate conflicts risk currently .
- As upcoming Compensation Chair, scrutiny will increase on executive pay rigor (targets, PSU milestones) and stock ownership guideline enforcement; QS discloses clawback policy and prohibition on hedging/pledging that support alignment .
Red flags
- None disclosed for Hanley on hedging/pledging, related‑party transactions, attendance shortfalls, or compensation anomalies .

Sourcing note: All facts and figures are drawn from QS’s DEF 14A proxy statements (2023–2025) and related filings as cited above.