Siva Sivaram
QuantumScapeAbout Siva Sivaram
President and Chief Executive Officer of QuantumScape since February 15, 2024 (President since September 2023); age 64; director since 2024 . He holds a Ph.D. and M.S. in Materials Science (Rensselaer Polytechnic Institute) and a B.S. in Mechanical Engineering (National Institute of Technology, Tiruchi) . The company remains pre‑revenue and ties executive incentives primarily to operational milestones (technology, scale‑up, commercialization) rather than financial metrics; 2024 achievements under his leadership included the PowerCo licensing blueprint, shipment of Alpha‑2 prototypes, commencement of low‑volume B0 QSE‑5 cells (844 Wh/L; ~12‑minute 10–80% charge), and scale‑up of separator heat‑treat processes toward B1 samples in 2025 . Company pay‑versus‑performance disclosure shows 2024 TSR (from Nov 27, 2020 base) of 14.03 and a 2024 net loss of $477.9 million, underscoring the development‑stage profile and non‑financial milestone focus .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Western Digital | President; previously President, Technology & Strategy; EVP, Silicon Technology & Manufacturing | 2016–2023 | Led corporate strategy/technology; deep experience scaling complex tech to high‑volume manufacturing |
| SanDisk | EVP, Memory Technology; earlier leadership roles | 2013–2016 | Drove memory technology roadmaps and operations |
| Twin Creek Technologies | Founder & CEO | — | Entrepreneurial leadership in novel solar/equipment manufacturing |
| Matrix Semiconductor; Intel | Leadership positions | — | Built expertise in advanced semiconductor process/manufacturing |
External Roles
| Organization | Capacity | Years | Notes |
|---|---|---|---|
| — | No public company board roles disclosed beyond QuantumScape | — | No related‑party transactions for Sivaram disclosed |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | 143,711 | 773,231 |
| Target Annual Bonus (% of eligible earnings) | 80% (as President, set July 2023) | 125% (as CEO, set Feb 2024) |
| Annual Bonus Paid (grant‑date value, $) | 115,384 (paid in fully vested RSUs) | 1,208,171 (paid in fully vested RSUs) |
| Annual Bonus Shares (# RSUs) | 17,889 | 250,357 |
Notes:
- Bonuses are delivered as fully vested RSUs to conserve cash; interim and final tranches vested immediately at grant with sale‑to‑cover for taxes .
- 2024 bonus plan paid at 125% of target based on 11/14 goals achieved .
Performance Compensation
2024 Corporate Bonus Plan (all employees incl. CEO)
| Group | Nature | Goals (max) | Weighting | 2024 Achieved | Payout Contribution |
|---|---|---|---|---|---|
| A | Technical cell specification & delivery | 1 | 35% (single goal) | 1 | 35% |
| B | Technical/operational/commercial milestones | 10 | 10% each | 8 | 80% |
| C | Corporate development | 3 | 5% each | 2 | 10% |
| Total | — | 14 | 150% max | 11 | 125% total payout |
- Specific milestone details are withheld for competitive reasons; design provides interim payout mid‑year and final payout at year‑end; payments in RSUs vest at grant .
Equity Awards and Vesting (CEO)
| Award | Grant date | Shares (#) | Grant‑date fair value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| New CEO RSUs (time‑based; 40%) | Feb 15, 2024 | 976,226 | 7,048,352 | 25% on Feb 15, 2025; remaining quarterly thereafter | Part of $17.62M one‑time new CEO package |
| New CEO PSUs (performance; 60%) | Feb 15, 2024 | 1,464,340 | 10,572,535 | 25% per milestone (4), by May 2027; one milestone achieved → 25% vested Feb 2025 | |
| President New‑Hire RSUs (time‑based; 50%) | Oct 9, 2023 | 333,333 | 2,250,000 | 25% on Aug 15, 2024; then quarterly over 3.75 years | |
| President New‑Hire PSUs (performance; 50%) | Oct 9, 2023 | 333,333 | 2,250,000 | 25% per milestone (4), by May 2026; one milestone achieved → 25% vested Aug 2024 | |
| President Signing Bonus RSUs | Oct 9, 2023 | 296,296 | 2,000,000 | Quarterly over 2 years starting Nov 15, 2023 |
Performance structure details:
- PSU milestones are technical development and prototype delivery goals; specifics not public. One 2024 PSU milestone achieved, triggering 25% vest for 2024 PSU awards in Feb 2025; analogous 2023 PSU milestone yielded 25% vest in Aug 2024 .
- Company generally does not grant stock options except the 2021 EPA program (Sivaram did not participate); in Feb 2025 other NEOs waived EPA options as misaligned; this reduces equity overhang .
Outstanding Equity at 12/31/2024 (CEO)
| Grant | Unvested time‑based RSUs (#/$) | Unvested PSUs (#/$) |
|---|---|---|
| 10/9/2023 (new‑hire) | 229,166 / $1,189,372 | 250,000 / $1,297,500 |
| 10/9/2023 (signing) | 111,111 / $576,666 | — |
| 2/15/2024 (New CEO grant) | 976,226 / $5,066,613 | 1,464,340 / $7,599,925 |
Note: Market values computed at $5.19 (12/31/2024 close) per proxy methodology .
Equity Ownership & Alignment
- Beneficial ownership: 717,080 shares (includes 118,884 RSUs scheduled to vest within 60 days of March 31, 2025); <1% of outstanding .
- Stock ownership guidelines: CEO must hold equity equal to 5× base salary; executives must retain 50% of net shares until guideline met; executives/directors are either compliant or within phase‑in period .
- Hedging/pledging: Prohibited for all insiders; no margin accounts; robust insider trading policy .
- Option overhang: CEO has no participation in the 2021 EPA option program; 2025 waivers by other NEOs reduced outstanding EPA options to 1.9M as of 3/31/2025 (11% of original) .
Employment Terms
| Scenario | Salary severance | Bonus severance | COBRA | Equity treatment |
|---|---|---|---|---|
| Termination without cause (outside CIC window) | 12 months (e.g., $820,000) | 50% of target (e.g., $604,086 illustrative at 12/31/24) | 12 months (e.g., $38,491) | No acceleration |
| Double‑trigger CIC (within 3 months before/12 months after CIC, with termination) | 12 months (e.g., $820,000) | 100% of target (e.g., $1,208,171) | 12 months (e.g., $38,491) | 100% vesting acceleration (e.g., $15,730,075) |
Additional terms:
- CIC agreements auto‑renew annually; require release of claims; 280G “best‑net” cutback (no tax gross‑ups) .
- Clawback: SEC/NYSE‑compliant policy (Oct 2023) to recover erroneously awarded incentive‑based comp for covered officers upon restatement; additional misconduct clawbacks for EPA options (not applicable to CEO) .
- At‑will employment; offer letters include confidentiality, IP assignment and non‑solicit provisions .
Board Governance
- Role: President, CEO and Director; no committee memberships .
- Independence: Not independent due to executive role .
- Board leadership structure: CEO/Chair roles separated in 2024; independent Chairman (Dennis Segers) since Jan 1, 2025, strengthening oversight and independence .
- Meeting attendance: Board held 6 meetings in FY2024; each director attended ≥75% of eligible meetings .
- Employee directors do not receive additional director compensation .
Multi‑Year CEO Compensation (Reported)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 143,711 | 773,231 |
| Stock Awards ($) | 6,095,378 | 18,829,058 |
| Total ($) | 6,239,089 | 19,606,478 |
Compensation Structure Analysis
- Clear shift toward at‑risk equity: One‑time $17.6M new‑CEO package was 60% PSUs, reinforcing performance linkage; annual refresh grants for other NEOs also 50% PSUs .
- Bonus delivery via RSUs: Conserves cash and introduces immediate tradable equity; interim (Aug) and final (Feb) vesting schedules can create episodic liquidity/selling to cover taxes .
- No single‑trigger CIC; double‑trigger equity acceleration aligns retention through a transaction; no 280G/4999 gross‑ups .
- Clawback and anti‑hedging/pledging policies mitigate misalignment risks .
- EPA option program sunset for others (CEO not a participant) reduces dilution/overhang and simplifies incentives .
Risk Indicators and Red Flags
- Development‑stage execution risk: Company emphasizes technical and commercialization milestones vs financials; 2024 net loss and low TSR from 2020 base reflect long‑dated commercialization curve .
- Insider selling pressure: Bonus RSUs vest immediately and are commonly sold to cover taxes; quarterly time‑based RSU vesting cadence may contribute to periodic supply, though hedging/pledging is prohibited .
- Related parties: None disclosed for Sivaram; VW‑related directors observed with governance mitigants for conflicts .
Expertise & Qualifications
- Deep manufacturing scale‑up background across semiconductors, memory, and energy hardware; decades taking emerging technologies to high‑volume production with global partnerships .
- Advanced materials science education (Ph.D./M.S. RPI) directly relevant to solid‑state battery development .
Investment Implications
- Strong pay‑for‑performance design: A high proportion of PSUs tied to technical milestones, double‑trigger CIC, and strict clawback/anti‑hedging policies indicate alignment with long‑term value creation and disciplined governance .
- Retention secured: 2023 and 2024 multi‑year RSU/PSU packages with milestone deadlines through 2026–2027 reduce near‑term turnover risk, while double‑trigger benefits preserve continuity around strategic transactions .
- Watch vesting cadence and milestone disclosures: Immediate‑vesting bonus RSUs (Aug/Feb) and quarterly time‑based RSUs may create episodic supply; PSU milestone certifications (one achieved for 2023 and one for 2024 cohorts) are near‑term catalysts for incremental vesting and confidence signals on execution .
- Governance posture improved: Separation of CEO/Chair and independent Chair role since 2025 mitigate dual‑role concerns and strengthen oversight as QS advances its capital‑light licensing model with PowerCo and others .