Sebastian Schebera
QuantumScapeAbout Sebastian Schebera
Sebastian Schebera, age 48, is an independent director at QuantumScape (QS) and a Volkswagen-designated “VW Director” under a board designation letter agreement. He joined the QS board in 2024 and serves on the Nominating and Corporate Governance Committee. He holds a Diploma in Mechanical Engineering from the Technical University of Dresden and has 20 years of automotive and battery field experience, with roles in strategic partnerships and operations at Volkswagen Group and prior consulting at McKinsey.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Volkswagen Group Strategy | Senior Director | 2018–2019 | Strategy leadership within VW battery and mobility initiatives |
| Volkswagen Consulting | Principal | 2012–2017 | Strategic projects in technology and operations |
| McKinsey & Company | Engagement Manager | 2008–2012 | Operations/strategy engagements (automotive, industrial) |
| Autoliv Inc. | Engineer; Plant Production Manager | 2004–2005; 2006–2007 | Manufacturing leadership in automotive safety components |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Volkswagen AG | Head of Strategic Partnerships | 2020 | VW Director designation via VW Director Agreement |
| Porsche Niederlassung Mannheim GmbH (Volkswagen Group financial holding) | Managing Director | 2023 | Financial/operational leadership |
| European Battery Alliance | Member | 2019 | Industry collaboration and policy engagement |
Board Governance
- Committee membership: Nominating and Corporate Governance Committee (member)
- Independence: Board determined Schebera is independent under NYSE standards (with conflict safeguards due to VW affiliations)
- VW Director Agreement: QS must nominate two VW designees; one sits on Nominating and Corporate Governance Committee if independent; Schebera appointed July 2024
- Attendance: Board held six meetings in FY2024; each director attended ≥75% of board and committee meetings during periods of service
- Executive sessions: Outside directors meet periodically without management; chaired by lead independent director in 2024 and independent chairman starting 2025
- Committee activity: Nominating and Corporate Governance Committee held five meetings in 2024
Fixed Compensation
| Item | 2024 Value | Notes |
|---|---|---|
| Fees Earned (Cash) | $0 | VW Directors (including Schebera) waived all director compensation |
| Stock Awards (Grant-Date Fair Value) | $0 | Waiver applies to equity compensation |
QS Outside Director Compensation Policy (for context; Schebera waived): Cash—$80,000 annual board retainer; $13,000 committee chair (Nominating & Corporate Governance); $6,500 committee member; other chair/member fees per committee; equity—Initial RSU award sized at $320,000 divided by 20-day VWAP; Annual RSU award sized at $200,000 divided by 20-day VWAP, with specified vesting cadence and full vesting on change in control.
Performance Compensation
| Program | Award Type | Size/Formula | Vesting/Performance |
|---|---|---|---|
| Initial Award (Outside Directors) | RSUs | $320,000 ÷ 20-day VWAP | Quarterly over three years; vesting dates Feb 15/May 15/Aug 15/Nov 15 |
| Annual Award (Outside Directors) | RSUs | $200,000 ÷ 20-day VWAP | Earlier of 1-year anniversary or day before next annual meeting; full vesting on change in control |
| Schebera | RSUs/Options | $0 (waived) | No outside director equity granted due to waiver |
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Transaction | Governance Notes |
|---|---|---|---|
| Volkswagen Group / PowerCo SE | VW Director; PowerCo collaboration | Collaboration Agreement (July 5, 2024): license framework for QSE-5 technology; initial royalty prepayment of $130,000,000; capacity up to 40 GWh, expandable to +40 GWh; joint scale-up and IP terms | Board recognized potential conflicts from VW affiliations; measures include limiting material access and recusals where appropriate |
| VW Director Agreement | Board designation rights | VGA maintains right to designate two VW Directors; one to Nominating & Corporate Governance Committee (if independent) | Schebera appointed July 2024; succeeds Jens Wiese |
Expertise & Qualifications
- Technical and strategic expertise in automotive battery technology; strategic partnerships, operations, and investment advisory.
- Education: Diploma in Mechanical Engineering, Technical University of Dresden, Germany.
Equity Ownership
| Holder | Shares Beneficially Owned (Class A) | Shares Beneficially Owned (Class B) | Notes |
|---|---|---|---|
| Sebastian Schebera | 0 | 0 | Disclaims beneficial ownership of VGA-held shares; no QS director equity awards due to waiver |
Additional alignment and restrictions:
- Stock ownership guidelines: outside directors targeted to hold ≥3x annual board retainer value within five years; directors are either in compliance or within phase-in period.
- Hedging and pledging prohibited for directors under Insider Trading Policy.
Governance Assessment
- Board effectiveness: Schebera adds deep OEM battery expertise and strategic partnership experience; appointed to the governance committee, which oversees director selection, independence, succession, and sustainability.
- Independence with safeguards: Board affirmed independence but explicitly monitors and mitigates conflicts arising from VW/PowerCo relationships via recusals and material access limits.
- Alignment and incentives: As a VW Director, Schebera waived QS director cash and equity pay—reducing direct “skin-in-the-game” at QS relative to standard outside director policy; stock ownership guidelines are subject to a phase-in timeline.
- Attendance and engagement: Board and committee attendance thresholds met; Nom/Gov committee active (5 meetings), supporting governance processes and ESG oversight.
- Shareholder signals: 2024 say-on-pay passed (714,496,886 For; 17,670,151 Against; 1,236,508 Abstain; 101,906,344 broker non-votes), and all director nominees—including Schebera—were elected (Schebera: 731,328,945 For; 2,074,600 Withheld). These outcomes indicate broad investor support during his election year.
RED FLAGS and Risk Indicators
- Related-party/conflict exposure: VW/PowerCo license and collaboration may pose perceived conflicts given Schebera’s VW roles; the board’s mitigation protocols (recusals/material limits) are in place, but the scale of the PowerCo agreement ($130M initial royalty; capacity terms) warrants continued oversight.
- Ownership alignment: No QS equity awards due to VW Director compensation waiver; while this avoids direct compensation conflict, it reduces equity alignment versus peers receiving RSUs under policy.
Appendix: Key Governance and Compensation Data
| Item | Detail |
|---|---|
| Committee roles | Nominating & Corporate Governance Committee member |
| Independence | Independent per NYSE; board assessed VW-related conflicts and established safeguards |
| Attendance | ≥75% of board/committee meetings; board met 6 times in FY2024; Nom/Gov met 5 times |
| Director cash policy (context) | $80,000 board retainer; committee/lead director/chair retainers per policy |
| Director equity policy (context) | Initial $320,000 RSUs; annual $200,000 RSUs; specified vesting/change-in-control treatment |
| Schebera pay | Waived all QS director cash and equity compensation |
| Beneficial ownership | No QS shares; VGA voting power disclosed separately; Schebera disclaims VGA beneficial ownership |
| Hedging/pledging | Prohibited for directors |
| Ownership guidelines | Directors targeted ≥3x retainer within 5 years; compliance or phase-in status noted |
| VW Director Agreement | VW may designate up to two directors; committee representation requirements |
| PowerCo collaboration | $130M initial royalty prepayment; up to 40 GWh license capacity (+40 GWh expansion); joint IP and industrialization |
| 2024 AGM votes | Schebera elected (For 731,328,945; Withheld 2,074,600); say-on-pay approved (For 714,496,886; Against 17,670,151; Abstain 1,236,508; broker non-votes 101,906,344) |