Timothy Holme
QuantumScapeAbout Timothy Holme
Dr. Timothy Holme is QuantumScape’s Co‑Founder and Chief Technology Officer (CTO), serving in the CTO role since 2011. He is 43 and holds B.S. in Physics, M.S. and Ph.D. in Mechanical Engineering from Stanford University; prior to QS he was a Research Associate at Stanford (2008–2011) . QuantumScape remains pre‑revenue, and executive pay emphasizes operational milestones (e.g., prototype cell delivery, process scale-up) rather than financial metrics; in 2024 the company achieved 11 of 14 bonus plan goals (125% payout) and one PSU milestone, reflecting progress toward industrializing solid-state lithium‑metal batteries . 2024 corporate achievements included shipping Alpha‑2 samples, launching a licensing model with Volkswagen’s PowerCo, ramping “Raptor” separator heat treatment, and initiating B0 QSE‑5 cells (844 Wh/L; 10–80% charge in ~12 minutes), underscoring technology execution under which the CTO’s performance is assessed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stanford University | Research Associate | 2008–2011 | Academic research experience preceding QS co‑founding; foundation for technical leadership in solid‑state batteries |
External Roles
No external public company directorships or outside roles were disclosed for Dr. Holme in the 2025 proxy .
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary ($) | 489,000 | Approved Feb 2024; 4% increase vs. 2023 |
| Target Bonus (% of eligible earnings) | 50% | Maintained from 2023 |
| Actual 2024 Bonus Payout ($) | 302,425 (paid in fully vested RSUs) | 62,572 RSUs total; interim Aug 2024, final Feb 2025 |
3‑Year Summary Compensation
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 405,739 | 436,440 | 483,885 |
| Stock Awards | 1,884,830 | 4,463,184 | 3,793,932 |
| Non‑Equity Incentive Plan Compensation | 53,726 | — | — |
| All Other Compensation | — | — | 1,190 |
| Total | 2,344,295 | 4,899,624 | 4,279,007 |
Performance Compensation
2024 Refresh Equity Awards (Holme)
| Award Type | Target Value ($) | Granted (#) | Vesting |
|---|---|---|---|
| RSUs | 3,491,507 | 291,932 | Equal quarterly over 4 years starting Aug 15, 2024 |
| PSUs | 3,491,507 | 291,932 (target/max) | 4 corporate milestones; 25% per milestone; deadline May 2027; vests on next quarterly date post-certification |
Grant-date fair values reported for RSU tranche: $1,745,753; PSUs disclosed as threshold/maximum shares (fair value reflected in Summary Compensation Table) .
2024 Bonus Plan (company-wide; applies to Holme)
| Group | Goals | Weighting | Actual Achieved | Payout Contribution |
|---|---|---|---|---|
| A: Technical (spec & delivery) | 1 | 35% | 1 | 35% |
| B: Tech/Operational/Commercial | 10 | 10% each | 8 | 80% |
| C: Corporate Development | 3 | 5% each | 2 | 10% |
| Total | 14 | 150% max | 11 | 125% total payout |
Design notes: payout in fully vested RSUs (interim Aug; final Feb); specifics of milestones withheld for competitive reasons; PSU achievements similarly milestone-based with one 2024 PSU milestone achieved (25% vest) in Feb 2025 .
Historical Programs
- 2023 Bridge Equity Program PSUs: one 2023 PSU milestone achieved; 25% vested Aug 2024; remaining milestones through May 2026 .
- 2021 Extraordinary Performance Award Program (EPA): options tied to 11 business milestones plus stock price hurdles ($60–$300); as of 12/31/24 one business milestone achieved but no price tranches, so no vesting; EPA options were irrevocably waived/forfeited on Feb 24, 2025 (no consideration) to eliminate overhang and misalignment post‑CEO transition .
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 31, 2025)
| Class | Shares | % of Class | Voting Power (%) |
|---|---|---|---|
| Class A Common | 840,364 | <1% | — |
| Class B Common | 11,686,003 | 27.0% | — |
| All Common (A+B) | 12,526,367 | — | 12.4% of total vote (Class B = 10 votes/share) |
Footnote detail: includes 53,493 RSUs vesting within 60 days; certain Class B shares held in family trusts .
Outstanding Equity (12/31/2024)
| Instrument | Quantity | Key Terms |
|---|---|---|
| RSUs (unvested) | 255,440 | Various grants; time-based quarterly vest |
| PSUs (unearned) | 291,932 | Performance milestones; 25% per milestone; deadline May 2027 |
| Options – Exercisable | 479,638 @ $1.33 (exp. 3/15/2027) | In-the-money at $5.19 (12/31/24) |
| Options – Unexercisable | 839,913 @ $23.04 (exp. 12/16/2031) | Underwater at $5.19 (12/31/24); subsequently waived Feb 2025 |
Policies reinforcing alignment:
- No hedging or pledging of Company securities permitted; derivatives trading prohibition .
- Stock ownership guidelines: executives must hold ≥3× base salary; compliance tracked, with each executive either compliant or within phase‑in period .
Insider selling/exercises in 2024:
- Options exercised: none by Holme .
- Shares vested from awards: 261,294 shares; value realized $1,542,711 (includes interim RSU bonus) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | No formal employment agreement; offer letter with at‑will status, confidentiality, IP assignment, and non‑solicit provisions |
| CIC/Severance Program | CIC Agreements (initial 3‑year term; auto‑renews annually unless 90‑day notice) |
| Termination (no cause, outside CIC) | 6 months salary ($244,500), discretionary bonus up to 50% of target ($151,212), up to 6 months COBRA ($19,165); no equity acceleration |
| Double‑Trigger CIC (no cause or good reason in CIC period) | Lump sum 12 months salary ($489,000), 100% of target bonus ($302,425), up to 12 months COBRA ($38,330), 100% equity acceleration (value estimate $4,740,593 at $5.19/share) |
| Clawback | Recovery of erroneously awarded incentive compensation upon accounting restatement; EPA-specific misconduct clawbacks allowed; no indemnification for clawbacks |
| Anti‑hedging/pledging | Hedging and pledging prohibited; no margin accounts for Company stock |
Investment Implications
- Pay-for-performance alignment: Holme’s 2024 equity split (50% PSUs) and milestone-based vesting tie compensation to technical/product deliverables; bonus payouts in RSUs conserve cash, aligning with long development timelines .
- Retention risk mitigants: Quarterly RSU vesting and multi‑year PSU windows (to May 2027) plus CIC double‑trigger protections incentivize tenure through commercialization milestones; EPA waiver reduces equity overhang and administrative burden, refocusing incentives on achievable goals .
- Selling pressure: 2024 shows no option exercises by Holme; RSU bonus grants were “sale‑to‑cover” for taxes, but broader insider supply risk is tempered by prohibitions on hedging/pledging and by performance‑conditioned PSU vesting .
- Ownership alignment: Significant voting influence via Class B holdings (12.4% total vote) and stock ownership guidelines support long-term orientation; however, pre‑revenue status implies future pay outcomes hinge on milestone execution rather than near‑term financials .