DEF 14A of IonQ, Inc., Apr 28, 2025

DEF 14A of IonQ, Inc.

Filed Apr 28, 2025 · FY20240000950170-25-059289

Open on EDGAR

  1. Nominees for Director

    Nominees for Director Niccolo de Masi has served as a member of our board of directors since the closing of the business combination in September 2021 and as President and Chief Executive Officer since February 2025. Mr. de Masi was the Chief Executive Officer and a member of the board of directors of our predecessor, dMY Technology Group, Inc. III, since September 2020. Mr. de Masi has served as a director of Planet Labs PBC, a publicly traded earth imaging company, since December 2021, and as a director and audit committee member of Genius Sports Limited, a publicly traded sports data and technology company, since April 2021. Mr. de Masi has served as a director of dMY Technology Group, Inc. VI and dMY Squared Technology Group, Inc., each a publicly traded company, since October 2021 and October 2022, respectively. From January 2020 to December 2020, Mr. de Masi served as Chief Executive Officer of dMY Technology Group, Inc. and has served as a director of Rush Street Interactive, Inc., a publicly traded online casino company, since December 2020, following its business combination with dMY Technology Group, Inc. From January 2010 to April 2021, Mr. de Masi was a member of the board of directors of Glu Mobile Inc., a publicly traded mobile gaming company. From February 2019 to March 2020, Mr. de Masi was the Chief Innovation Officer at Resideo Technologies, Inc., a publicly traded security solutions company. From October 2018 to January 2020, he served as a member of Resideo Technologies, Inc.’s board of directors and from February 2019 until January 2020 he served as its President of Products and Solutions. From November 2016 until October 2018, Mr. de Masi served as the President of Essential Products, Inc. Since November 2015, Mr. de Masi has served on the Leadership Council of the UCLA Grand Challenge. Mr. de Masi received a B.A. and an MSci. in physics from Cambridge University. We believe Mr. de Masi is qualified to serve as a member of our board of directors because of his breadth of experience as both an officer and member of the board of directors at a variety of publicly traded technology companies. Inder M. Singh has served as a member of our board of directors since December 2021, and lead independent director since March 2025. Mr. Singh has served as a director of John Wiley and Sons, Inc., a publicly traded publishing company since December 2021. From April 2019 to December 2022, Mr. Singh served as Executive Vice President and Chief Financial Officer of Arm Limited, a British semiconductor and software design company, where he led the global finance organization as well as corporate IT operations, procurement and enterprise security teams. From November 2016 to April 2019, Mr. Singh served as Senior Vice President and Chief Financial Officer, and from March 2016 to November 2016, as Chief Strategy and Marketing Officer, of Unisys Corp., a publicly traded company. Prior to that, Mr. Singh was a Managing Director at SunTrust Bank’s equities unit, and a Senior Vice President in finance at Comcast Corporation. Mr. Singh is currently a member of the board of directors of Affinity Federal Credit Union, a U.S. financial services firm. Mr. Singh has also advised startups as a member of Columbia University’s Entrepreneurship Advisory Board, and participates as a project advisor for the U.S. Department of Homeland Security on national security and critical infrastructure issues. Mr. Singh received an M.B.A. in finance from New York University and holds M.S. and B.S. degrees in engineering from Columbia University. We believe Mr. Singh is qualified to serve as a member of our board of directors because of his finance and corporate management roles within various organizations and his general involvement in the technology and infrastructure industry.

  2. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Kathryn Chou has served as a member of our board of directors since July 2022. Since January 2022, Ms. Chou has served as Senior Vice President, SaaS Engineering, of Nutanix, Inc., a publicly traded company, where she along with her team is responsible for building secure and scalable SaaS applications and systems across the entire customer life cycle. From June 2020 to September 2021, Ms. Chou served as Senior Vice President, Worldwide Sales Strategy and Operations, from March 2020 to June 2020, as Vice President, Customer Success Operations and Intelligence and from September 2016 to March 2020 as Vice President, Research and Development, Operations and Central Services, of VMware, Inc., a publicly traded company. Ms. Chou has also served in various non-profit organizations throughout her career. Ms. Chou received an M.B.A. from Harvard Business School and holds M.S. and B.S. degrees in manufacturing systems engineering and mechanical engineering, respectively, from Stanford University. We believe Ms. Chou is qualified to serve as a member of our board of directors because of her extensive and varied experience as a senior executive at multiple publicly traded technology and software companies. Robert Cardillo has served as a member of our board of directors since February 2024. Since April 2021, Mr. Cardillo has served as Chief Strategist at Planet Labs PBC, a publicly traded company. From October 2014 to February 2019, Mr. Cardillo was the sixth Director of the National Geospatial-Intelligence Agency. Mr. Cardillo is the Chairman of the Board of Planet Federal, an Outside Director at Seerist Federal and an Independent Director on the board of directors of SynthetAIc. Mr. Cardillo served as a member of the board of directors of AGI and Enview, each private companies which were acquired by public companies—AGI by ANSER (2020) and Enview by Matterport (2022). Mr. Cardillo earned a Bachelor of Arts in Government from Cornell University in 1983 and a Master of Arts in National Security Studies from Georgetown University in 1988. In 2019, Mr. Cardillo received an honorary Doctorate of Humane Letters from Saint Louis University. We believe Mr. Cardillo is qualified to serve as a member of our board of directors because of his extensive experience in the U.S. government and with private and public companies.

  3. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Peter Chapman has served as a member of our board of directors since the closing of the business combination in September 2021 and as Executive Chair of the Board since June 2024. Mr. Chapman previously served as our President and Chief Executive Officer from the closing of the business combination in September 2021 until February 2025, and as legacy IonQ’s President and Chief Executive Officer and a member of its board of directors since May 2019. From September 2014 to May 2019, Mr. Chapman served as a Director of Engineering for Amazon Prime at Amazon.com, Inc. prior to joining IonQ. Before that, Mr. Chapman was the President at Media Arc, Inc. We believe Mr. Chapman is qualified to serve as a member of our board of directors because of his prior leadership and officer positions at technology and software companies. William Scannell has served as a member of our board of directors since February 2024. Since September 2016, Mr. Scannell has served as President, Global Sales & Customer Operations at Dell Technologies Inc., a publicly traded company. Prior to this role, Mr. Scannell oversaw Global Enterprise Sales & Customer Operations at Dell Technologies, Inc. and Global Sales at EMC Corporation (acquired by Dell Technologies, Inc. in 2016). Mr. Scannell began his career as a Sales Representative for EMC Corporation in 1986, and has served in several other roles in addition to those mentioned above. Mr. Scannell holds a Bachelor of Science degree in business management from Northeastern University. We believe Mr. Scannell is qualified to serve as a member of our board of directors because of his extensive and varied experience in all aspects of software and hardware company operations. Gabrielle Toledano has served as a member of our board of directors since February 2025. Since 2020, Ms. Toledano has served as the Chief Operating Officer at Keystone Strategy, a global technology and advisory firm. Prior to Keystone, Ms. Toledano was Executive in Residence for Comcast Ventures in 2019 and Chief People Officer at Tesla from 2017 to 2018. Ms. Toledano served as Chief Talent Officer at Electronic Arts from 2006 to 2017 and Chief Human Resources Officer for Siebel Systems from 2002 to 2006. From 1991 to 2002, Ms. Toledano served in human resources leadership positions with Microsoft and Oracle. Ms. Toledano serves as a director on the boards of Fountain, a private technology company focused on frontline workforce management, and Altanine, a private pharmaceutical company. During her career she has also served as a director on the boards of Bose Corporation, Glu Mobile, Lilium, Velo3D, Vaxxinity and Jive Software. Ms. Toledano received her undergraduate and graduate degrees from Stanford University. We believe Ms. Toledano is qualified to serve as a member of our board of directors because of her extensive and varied experience as a senior executive at multiple private and public companies.

  4. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors and other director qualifications. While our board of directors has not established minimum qualifications for members of our board of directors, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation, issues of character, professional ethics and integrity, judgment, other commitments, and business experience, as well as other factors that contribute to the total mix of viewpoints and experience represented on our board of directors. If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board of directors or management. In 2024, we paid a third-party search firm to assist in identifying candidates to join our board of directors. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors and our board of directors has the final authority in determining the selection of director candidates for nomination to our board of directors.

  5. ELECTION OF CLASS I DIRECTORS

    ELECTION OF CLASS I DIRECTORS Our board of directors currently consists of eight directors and is divided into three classes with staggered three-year terms. At the Annual Meeting, two Class I directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

  6. COMPENSATION DISCUSSION AND ANALYSIS

    | What We Do | | What We Do Not Do | | | ✓ | Annual Review. We annually review our executive compensation program, including identification of appropriate peer companies to inform pay decisions. | × | No Executive-Only Retirement Benefits. We do not offer pension arrangements, retirement plans, or nonqualified deferred compensation plans or arrangements to our executive officers, other than the plans available to all employees. | | ✓ | Performance-Based Equity. We continue to use a mix of time- and performance-based equity as a significant part of our compensation program for our NEOs. | × | No Excise Tax Gross-Ups. We do not offer golden parachute tax gross-ups to any of our NEOs or other executive officers. | | ✓ | Stockholder Responsiveness. We have ongoing stockholder-engagement to receive feedback on our executive compensation program. | × | No “Single-Trigger” Change-in-Control (“CIC”) Severance Benefits. Potential CIC payments and benefits are received only in connection with the termination of employment without cause or for good reason in connection with or following a CIC. | | ✓ | Independence. Our compensation committee is composed solely of independent directors and makes all executive compensation decisions other than with respect to our Chief Executive Officer, with respect to whom compensation decisions are made by the board of directors. | × | No timing grant to release of material non-public information. We do not have a policy or practice to time equity awards to the release of material non-public information. | | ✓ | Compensation Risk Mitigation. We have adopted ownership guidelines, a clawback policy, hedging and pledging prohibitions, and other policies to mitigate compensation-related risk for the organization. | | |

  7. COMPENSATION DISCUSSION AND ANALYSIS

    | What We Do | | What We Do Not Do | | ✓ | Compensation Consultant. Our compensation committee engages its own independent compensation consultant to assist with its compensation reviews. | |

  8. 2024 Executive Compensation Highlights

    2024 Executive Compensation Highlights As reflected in our general compensation philosophy and objectives, our executive compensation program is intended to reward performance, attract and retain exceptional talent, and increase stockholder value. Accordingly, our key executive compensation actions in 2024 advanced these objectives: • Competitive Base Salaries—We provided our NEOs with base salary levels that are competitive in the marketplace. • Annual Bonuses Reflecting Pay for Performance—A significant portion of compensation paid to our NEOs consists of performance-based annual bonuses that were only earned based on our achievement of pre-established annual corporate financial and technical milestone goals. • Equity Awards Promoting Our Stockholders’ Interests—Equity incentives constitute a significant majority of the annualized compensation value for NEOs to align their interests with those of our stockholders. In 2023, we made special grants of performance-based restricted stock units (“PSUs”) representing two-thirds of regular annual intended grant value for four years to our then-current NEOs other than Mr. Chapman, with the remaining one-third of regular intended annual grant value delivered annually in the form of service-vesting restricted stock units (“RSUs”). These PSUs were front-loaded with respect to the number of shares subject to the grant. Mr. Chapman requested not to receive a grant in 2023, so that his intended grant value could be reserved to be used for the Company's other employees, limiting 2023 equity costs and dilution. In 2024, our board of directors approved a grant for Mr. Chapman of PSUs in line with its long-term incentive philosophy. Equity grants made in 2024 are explained in more detail below in the section titled “—Executive Compensation Program Components.” In connection with his grant of PSUs in 2024, Mr. Chapman also became eligible for cash incentive payments.

  9. Compensation Program Design

    Compensation Program Design Our executive compensation program for 2024 reflected our stage of development as a growing publicly traded company. Accordingly, the compensation of our NEOs consisted of base salary, a short-term incentive compensation opportunity payable in a mix of cash and equity, long-term incentive (“LTI”) cash and equity compensation, and employee health and welfare benefits. We offer cash compensation in the form of base salaries and incentive compensation opportunities with an annual payment component, settled in a mix of cash and stock. Typically, we have structured our annual incentive compensation opportunities to focus on the achievement of specific short-term financial and operational objectives that will complement our longer-term growth objectives. Additionally, equity awards for shares of our common stock serve as the key component of our executive compensation program. In 2023, we delivered approximately one-third of intended annual equity incentive value via service-vesting equity (together with the portion of the incentive compensation plan bonus payout that was paid via equity awards), and two-thirds of annual equity incentive value via performance-vesting equity. However, to leverage the opportunity for future price growth and retain our key executives we granted performance-vesting PSUs that were front-loaded with respect to the number of shares subject to the grant, with awards covering the expected regular performance-vesting equity value to be delivered to our senior executives, except Mr. Chapman, through 2026. As a result of these grants, other than awards to newly hired executives, we generally expect to make no further performance-vesting equity grants to our executives until 2027, and only to grant the service-vesting portion (that was not front-loaded) on an annual basis. In 2024, we maintained our performance-vesting philosophy. None of our executive officers, other than Mr. Chapman, received any performance-vesting equity because the awards issued in 2023 were front-loaded as to the number of shares subject to the grant, as intended to meet the incentive needs. Mr. Kramer and Ms. Alameddine received one-third of their intended annual equity incentive value via service-vesting equity (together with the portion of the incentive compensation plan bonus payout that was paid via equity awards). Mr. Chapman requested to not receive a grant in 2023, so that his intended grant value could be reserved to be used for the Company's other employees, limiting 2023 equity costs and dilution. In December 2024, when our compensation committee recommended, and our board of directors approved, a grant of performance-vesting equity, the grant to Mr. Chapman was in line with our equity compensation philosophy and intended to front-load the number of shares subject to his performance-vesting equity through 2026. In the future, we may introduce other forms of equity awards, as we deem appropriate, into our executive compensation program to offer our NEOs additional types of long-term incentive compensation that further the objective of aligning the recipient’s interests with those of our stockholders. Finally, we offer executives health and welfare benefits that are available to our other employees, including medical, dental, vision, flexible spending accounts, life insurance and a 401(k) plan. We have not adopted any formal policies or guidelines for allocating compensation between current and long-term compensation or between cash and non-cash compensation, although we use competitive market data and peer group comparisons to understand the competitive market framework for pay mix. Within this overall framework, our compensation committee reviews each component of executive compensation separately, and considers the value of each NEO’s compensation package as a whole and its relative value in comparison to our other NEOs.

  10. Executive Compensation Peer Group Prior to February 2024

    Executive Compensation Peer Group Prior to February 2024 With respect to 2024 executive compensation decisions prior to February 2024, our compensation committee used a peer group approved in 2024 that considered the following criteria: (i) U.S.-based, publicly-traded, technology companies, with a focus on U.S.-based hardware, software, semiconductor, and IT services companies; (ii) companies with revenues under $200 million; (iii) companies with a market capitalization generally between $600 million and $6 billion, based on IonQ’s average market valuation of approximately $2.5 billion; and (iv) companies with positive revenue growth, with a preference for companies at or above 10% annual revenue growth. As a result, the following group comprised our executive compensation peer group for 2024 executive compensation decisions prior to February 2024:

  11. Executive Compensation Peer Group Prior to February 2024

    | A10 Networks | ACM Research | Ambarella | Appian | | BigCommerce | Desktop Metal | Domo | Impinj | | Jamf | MaxLinear | Model N | nLIGHT | | Onto Innovation | PDF Solutions | Ping Identity | Repay | | SiTime | Sprout Social | Sumo Logic | Telos | | Tenable | | | |

  12. Executive Compensation Peer Group Beginning February 2024

    Executive Compensation Peer Group Beginning February 2024 With respect to 2024 executive compensation decisions beginning in February 2024, our compensation committee used a peer group approved in 2024 that considered the following criteria: (i) U.S.-listed development-stage companies focused on technology hardware, software, semiconductors, electronic equipment, and IT services; (ii) revenues under $1 billion; and (iii) market capitalization generally between $100 million and $10 billion. Other considerations were proxy advisor peers, number of employees, and on-chip technology. As a result, the following group comprised our executive compensation peer group for 2024 executive compensation decisions beginning in February 2024:

  13. Executive Compensation Peer Group Beginning February 2024

    | A10 Networks | Aeva Technologies | Ambarella | Appian | | Aurora Innovation | BigCommerce | C3.ai | Couchbase | | Credo Technology | Impinj | Jamf | MaxLinear | | MicroVision | Model N | Navitas Semiconductor | Onto Innovation | | QuantumScape | SiTime | SoundHound AI | Sprout Social | | Tenable | | | |

  14. Executive Compensation Peer Group Beginning February 2024

    Our compensation committee evaluates the competitiveness of our compensation programs by reference to our peer group, but our compensation committee does not benchmark with respect to any particular element of compensation.

  15. Executive Compensation Program Components

    (1) Mr. Chapman's base salary was increased effective January 1, 2025, to $700,000. 2024 Annual Incentive Compensation Our 2024 incentive compensation plan focused on incentivizing and rewarding achievement of a select set of the most business-critical Company goals and metrics, which are shorter-term in nature and aligned to the current year, using an Objectives and Key Results (“OKR”) framework. Each year the executive team proposes a set of the most critical Company OKRs, suggests a weighting for each goal and obtains the compensation committee’s agreement. This set of OKRs will include committed OKRs, which are binary—the metric must be met to contribute the full weighted amount of bonus to the pool. There will also be aspirational OKRs which contribute to the final bonus pool and will be measured on a prorated basis of success once the metric of the committed goal is met. The compensation committee will advise and approve the final list of objectives and weighting each year. The structure of our 2024 annual incentive compensation plan was a mix of cash and RSUs, which vested immediately, earned from 0-2x percent-of-salary target amounts for achievement of OKRs that drive stockholder value creation. Penalty for underachievement and reward for overachievement is moderate to mitigate compensation-related risk and focus on our resilience and sustainability over time. All executives other than our President and Chief Executive Officer were measured based on Company OKR results. In March 2024, our compensation committee set the terms and conditions of our 2024 annual incentive compensation plan. It provided that our NEOs were eligible to earn 100% of their target bonus based on target achievement against technical and operational goals, as follows:

  16. Executive Compensation Program Components

    | Named Executive Officer | Bonus Opportunity as Percentage of Base Salary | Primary Goal Bonus Opportunity | Stretch Goal Bonus Opportunity | | Peter Chapman | 100% | $505,000 | $505,000 | | Thomas Kramer | 65% | $265,850 | $265,850 | | Rima Alameddine(1) | 50% | $204,500 | $204,500 | | Jungsang Kim(2) | 50% | $182,000 | $182,000 |

  17. Executive Compensation Program Components

    | Named Executive Officer | Bonus Earned in 2024 ($)(1) | | Peter Chapman(2) | — | | Thomas Kramer | 199,000 | | Rima Alameddine | 153,000 |

  18. Executive Compensation Program Components

    (1) Bonus amounts were earned based on a dollar amount and 50% of that dollar amount was converted to RSUs based on the closing stock price on the New York Stock Exchange from the day prior to the Grant Date, rounded down to the nearest whole share, and 50% was paid in cash. (2) As described in more detail below, Mr. Chapman received a cash long-term incentive award in 2024. As a result, he was not awarded payment with respect to our OKR achievement. Sales Bonus In addition to the annual incentive compensation described above, for 2024, Ms. Alameddine was eligible for a sales bonus of up to 50% of her base salary, based on the achievement of sales and bookings goals. Based on achievement for 2024 with respect to the bookings goal, Ms. Alameddine is eligible for a sales bonus of $124,815, which will be paid in accordance with our payroll policies and Ms. Alameddine's sales bonus program. Long-Term Incentive Compensation We use LTI awards to incentivize and reward our executives (including our NEOs) for long-term corporate performance, primarily in equity to align the interests of our executives with those of our stockholders. We may grant stock options covering shares of our common stock and full value awards for shares of our common stock, or awards without a purchase price, such as PSUs and RSUs. New hire, or initial, equity awards for our executives are established through arms-length negotiations at the time the individual executive is hired. In making these awards, we consider, among other things, the prospective role and responsibility of the individual executive, competitive factors, the expectations concerning the size of the equity award, the cash compensation to be received by the executive, and the need to create a meaningful opportunity for reward predicated on the creation of long-term TSR. In addition, we grant equity awards to our executives when our compensation committee determines that such awards are necessary or appropriate to recognize corporate and individual performance, in recognition of a promotion, or to achieve our retention objectives. To date, we have not applied a rigid formula in determining the size of these equity awards. Instead, our compensation committee has determined the size of such equity awards for an individual executive after taking into consideration market data compiled from our compensation peer group, the equity award recommendations of our President and Chief Executive Officer, the scope of an executive’s performance, contributions, responsibilities, and experience, and the amount of equity compensation held by the executive, including the current economic value of his or her outstanding unvested equity awards and the ability of this equity to satisfy our retention objectives, market conditions, and internal equity considerations. In 2024, service-vesting equity awards were made to Mr. Kramer and Ms. Alameddine. In line with our equity award design philosophy of delivering approximately one-third of intended annual equity incentive value via service-vesting equity on an annual basis, the equity awards to Mr. Kramer and Ms. Alameddine were in the form of RSUs with four-year quarterly installment vesting and represented one-third of each executive’s regular annual award value. The remaining two-thirds was granted in 2023 on a four-year basis in the form of PSUs which front-loaded the number of shares subject to the grant. In determining the number of RSUs that were granted, intended individual grant values were divided by our average share price for the 22 consecutive trading days prior to the grant date. Dr. Kim did not receive an equity award because of his resignation effective March 31, 2024. The LTI equity grants to Mr. Kramer and Ms. Alameddine are shown in the table below:

  19. Executive Compensation Program Components

    | Named Executive Officer | Target Grant Value ($) | Time- Based RSUs (#) | | Thomas Kramer | 916,667 | 85,285 | | Rima Alameddine | 666,667 | 62,025 |

  20. Executive Compensation Program Components

    As noted above, Mr. Chapman did not receive a PSU award in 2023, as he had previously requested to not receive such a grant, and had not received equity or other incentive compensation since 2022. On December 16, 2024, our compensation committee recommended, and our board of directors approved, a three-component structure for Mr. Chapman as summarized below: • $10 million of cash paid on or before December 31, 2024 (forfeited if earlier voluntary termination); • $10 million of cash paid on or before December 31, 2025 (forfeited if earlier voluntary termination); and • $5 million of PSUs. The grant of PSUs was approved by our board of directors to incentivize achievement of the Company's long-term growth strategy and drive return to stockholders by: • Aligning Mr. Chapman's interests with those of the Company's stockholders such that material elements of Mr. Chapman's compensation opportunity are performance-based; and • Providing a significant incentive for Mr. Chapman to continue to lead the Company, while executing critical growth initiatives. Determination of the earned shares from 0-to-3x target is based on achievement of updated technical goals, to account for technical achievements made before Mr. Chapman entered the plan, and original financial goals. The board of directors approved the December 2024 cash award to recognize outstanding leadership and strategic contributions beyond financial goals as well as Company stock performance in 2024 that led to annualized total shareholder return of 237%, and in light of Mr. Chapman declining long-term equity incentive compensation in 2023 and 2024 prior to the December 2024 PSUs. The board of directors approved the December 2025 cash award to incentivize Mr. Chapman to continue to lead the Company. In the event Mr. Chapman's employment is terminated prior to December 31, 2025, without "cause" or by Mr. Chapman for "good reason" (as those terms are defined in the Executive Severance Plan), we will pay Mr. Chapman any previously unpaid portions of the cash awards, subject to the provisions of the Executive Severance Plan. Pursuant to the PSU award agreement and the 2021 Equity Incentive Plan (the “2021 Plan”), Mr. Chapman's PSUs will continue to be outstanding and may vest for so long as he is in Continuous Service as an employee of the Company (and any successor) or an Affiliate generally through completion of the PSU Performance Period and based on achievement of the performance goals and a 60-trading day trailing average stock price requirement. Mr. Chapman's PSUs have acceleration provisions consistent with our standard form PSU agreement as previously disclosed and described below in the section titled “—Potential Payments Upon Termination or Change in Control.”

  21. Employment Arrangements

    Employment Arrangements Each of our NEOs is an at-will employee with certain rights to advance notice prior to termination as provided under the Executive Severance Plan. Each NEO is eligible to participate in the Executive Severance Plan under the terms and conditions of such plan. See the section below titled “—Severance Plan” for additional information and note that the former IonQ, Inc. Change in Control Severance Plan was amended and designated as the IonQ, Inc. Executive Severance Plan in December 2024. Peter Chapman In September 2021, we entered into an amended and restated offer letter agreement with Mr. Chapman which governs the current terms of his employment as our President and Chief Executive Officer. Mr. Chapman’s annual base salary is $700,000, effective January 1, 2025, increased from $505,000. Mr. Chapman is also eligible for reimbursement of business expenses and to participate in our standard employee benefit plans and programs. Effective February 26, 2025, Mr. Chapman was appointed as our Executive Chair at which time no terms of his compensation were amended. Thomas Kramer In September 2021, we entered into an amended and restated offer letter agreement with Mr. Kramer that governs the current terms of his employment as our Chief Financial Officer. Mr. Kramer’s annual base salary is $412,000, effective April 1, 2024, increased from $400,000. Mr. Kramer is eligible to participate in any bonus plan that may be established for executive officers and is also eligible for reimbursement of business expenses and to participate in our standard employee benefit plans and programs. Rima Alameddine In December 2022, we entered into an offer letter agreement with Ms. Alameddine that established an employment relationship and governs the current terms of her employment as our Chief Revenue Officer. Ms. Alameddine’s annual base salary is $412,000, effective April 1, 2024, increased from $400,000. Ms. Alameddine is eligible to participate in any bonus plan that may be established for executive officers and is also eligible for reimbursement of business expenses and to participate in our standard employee benefit plans and programs. Jungsang Kim In September 2021, we entered into an amended and restated offer letter agreement with Dr. Kim that established an employment relationship and governed the terms of his employment as our Chief Technology Officer. Dr. Kim voluntarily resigned as our Chief Technology Officer effective March 31, 2024. Dr. Kim received no salary increase or annual bonus for 2024, no severance in connection with his resignation, and his PSU award granted in August 2023 was forfeited entirely.

  22. Severance Plan

    Severance Plan Each of our NEOs, (in the case of Dr. Kim, prior to his resignation) is eligible to receive severance benefits under the terms of the IonQ, Inc. Change in Control Severance Plan, as amended in December 2024 and redesignated as the IonQ, Inc. Executive Severance Plan. The Executive Severance Plan provides for severance benefits upon a “covered termination” that occurs outside of or during a “CIC period” (each as described below). Upon a covered termination that occurs outside of the period beginning on the effective date of a CIC (as defined in our Executive Severance Plan) and ending on the first anniversary thereof (the “CIC period”), each participant will be entitled to (1) a payment equal to the participant’s base salary for a period of months (12 months for Mr. Chapman; 9 months for Mr. Kramer and Ms. Alameddine) plus the percent of salary target annual bonus plus the percent of salary target annual bonus prorated for the number of days employed in year of the termination as a fraction of 365, less applicable tax withholdings to be paid in equal installments on our regular payroll schedule or in a lump sum, as we determine, and in compliance with Section 409A of the Code, (2) payment of continued group health benefits for a period of time matching the applicable severance term, and (3) full accelerated vesting of all outstanding equity awards subject to time-based vesting. Upon a covered termination that occurs during a CIC period, participants will be entitled to (1) a payment equal to the participant’s (x) base salary for a period of months (12 months for Mr. Chapman, Mr. Kramer, and Ms. Alameddine) plus (y) the target annual bonus prorated for the number of days employed in the year of termination as a fraction of 365, less applicable tax withholdings; (2) a payment equal to the participant’s target annual bonus less applicable tax withholdings; (3) payment of continued group health benefits; and (4) full accelerated vesting of all outstanding equity awards subject to time-based vesting. The cash payments described in (1) and (2) above are to be paid in equal installments on our regular payroll schedule or in a lump sum, as we determine, and in compliance with Section 409A of the Code. Additionally, in accordance with his bonus agreement, in the event Mr. Chapman's employment is terminated prior to December 31, 2025, without "cause" or by Mr. Chapman for "good reason" (as those terms are defined in the Executive Severance Plan), we will pay Mr. Chapman any previously unpaid portions of the cash awards, subject to the provisions of the Executive Severance Plan. All severance benefits under the Executive Severance Plan are subject to certain rights to advance notice prior to termination and the participant’s execution of an effective release of claims in favor of us and compliance with the terms of any confidential information, proprietary information and inventions agreement and any other agreement between the participant and IonQ. For purposes of the Executive Severance Plan, a “covered termination” is a termination of employment by IonQ without “cause,” as defined in the Executive Severance Plan, or as a result of the participant’s resignation for “good reason,” as defined in the Executive Severance Plan, in either case, not as a result of death or disability.

  23. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards We have not granted, nor do we intend to grant, stock options in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and, we have not taken, nor do we intend to take, material nonpublic information into account when determining the timing or terms of stock options. Similarly, we have not timed, nor do we intend to time, the release of material nonpublic information for the purpose of affecting the value of executive compensation or for any other purpose.

  24. Accounting and Tax Considerations

    Accounting and Tax Considerations Prior to January 1, 2018, Internal Revenue Code Section 162(m) limited the amount that we could deduct for compensation paid to our President and Chief Executive Officer and certain other highly compensated officers to $1,000,000 per person, unless the compensation was “performance-based” as defined under Section 162(m). As a result of the 2017 Tax Cuts and Jobs Act, the number of individuals covered by Section 162(m) has been expanded to include our principal financial officer and the exception for “performance-based” compensation has been eliminated. While our compensation committee cannot predict how the deductibility limit may impact our compensation program in future years, our compensation committee intends to maintain an approach to executive compensation that is intended principally to link pay to performance. Section 409A of the Code imposes additional significant taxes if an executive officer, director, or other service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A. Although we do not maintain traditional nonqualified deferred compensation plans, Section 409A does apply to certain change in control severance arrangements. Consequently, to assist in avoiding additional tax under Section 409A, we have designed the change in control and severance arrangements described above in a manner to avoid the application of Section 409A.

  25. Recent Changes to Our Compensation Programs

    Recent Changes to Our Compensation Programs On February 26, 2025, our board of directors appointed Niccolo de Masi to serve as President and Chief Executive Officer of the Company, succeeding Peter Chapman effective as of February 26, 2025 (the “Transition Date”). Effective on the Transition Date, Mr. Chapman was appointed as Executive Chair of the Company. In connection with his appointment as President and Chief Executive Officer, Mr. de Masi entered into an offer letter with the Company on the Transition Date (the “Offer Letter”), providing the following compensation arrangements: Annual Compensation: Mr. de Masi will receive an annual base salary of $500,000 and is eligible to receive an annual cash bonus with a target amount equal to 100% of his annual base salary, subject to the achievement of executive team and Company performance goals. (In respect of calendar year 2025, he is eligible to receive an annual cash bonus that is no less than his prorated target bonus based on the Transition Date.) • New Hire Compensation: On the Transition Date, Mr. de Masi received an award of a target number of PSUs with an at-grant value of $27,000,000 on February 26, 2025, as determined by the last reported sale price of our common stock on such day, such PSUs were front-loaded as to the number of shares subject to the grant. The PSUs are eligible to vest (at up to 200% of target) at the end of the three-year performance period from January 1, 2025, through December 31, 2027, subject to the achievement of Company performance goals and generally subject to Mr. de Masi’s continued employment, except as provided below. In addition, Mr. de Masi received an award of RSUs with an at-grant value of $20,000,000 on February 26, 2025, as determined by the last reported sale price of our common stock on such day. The RSUs will vest on the second anniversary of the Transition Date, generally subject to Mr. de Masi’s continued employment, except as provided below, and are subject to reduction in the event Mr. de Masi forfeits less than $20,000,000 of equity, equity-based awards, or deferred compensation from his prior employer. No additional annual equity incentives for Mr. de Masi are currently contemplated by our board of directors prior to 2028. • Other Benefits: Mr. de Masi will be eligible for the Company’s other standard retirement and health and welfare benefits under the terms of the Company’s benefit plans as generally applicable to the Company’s senior executives, as well as reimbursement for up to $50,000 of his legal fees incurred in connection with negotiating his Offer Letter and compensation and equity arrangements. Mr. de Masi will also be a participant in the Company’s Executive Severance Plan, pursuant to which, upon Mr. de Masi’s termination by the Company without “cause” or resignation for “good reason” (each as defined therein), in each case either prior to a CIC, or within the period beginning 3 months prior to, and ending 12 months following, a CIC, the Company shall pay or provide Mr. de Masi (i) a cash amount equal to 1.5 times the sum of his annual base salary plus target cash bonus in equal installments over the 18-month period following termination, (ii) a prorated target bonus for the year of termination, and (iii) an 18-month COBRA subsidy, in each case, subject to Mr. de Masi’s execution of a customary release of claims and compliance with restrictive covenants. In addition, although with respect to future equity grants Mr. de Masi will be eligible for equity acceleration provided under the Executive Severance Plan or pursuant to the applicable forms of award agreement, with respect to the RSUs and PSUs granted to Mr. de Masi on the Transition Date: upon Mr. de Masi’s termination without “cause” (or by reason of death or disability), or Mr. de Masi’s resignation with “good reason” (subject to the requirements under the Executive Severance Plan), (i) such RSUs shall accelerate and vest in full, and (ii) such PSUs shall be eligible to vest based on projected achievement through the end of the performance period (which shall be at the “target” level if such termination occurs in calendar year 2025), and, except in the case of death or disability, the PSUs eligible to vest shall be prorated based on the proportion of the period Mr. de Masi remained employed with the Company during the period beginning on the Transition Date and ending on December 31, 2027 (but, if such termination occurs within the period beginning 3 months prior to, and ending 12 months following, a CIC, the PSUs shall be eligible to vest at no less than target performance, and no service-based proration will apply).

  26. Summary Compensation Table

    Summary Compensation Table The following table sets forth information for each of the last three completed fiscal years regarding compensation awarded to or earned by NEOs during the fiscal years indicated:

  27. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Peter Chapman | 2024 | 505,000 | 10,000,000(3) | 12,169,873 | — | — | 693(4) | 22,675,566 | | former President & | 2023 | 481,250 | — | 413,054 | — | 440,000 | 4,371 | 1,338,675 | | Chief Executive Officer | 2022 | 380,000 | 368,300 | 4,111,806 | 3,606,932 | — | 15,250 | 8,482,288 | | Thomas Kramer | 2024 | 409,000 | — | 954,095 | — | 99,500 | 5,741(4)(5) | 1,468,336 | | Chief Financial Officer | 2023 | 372,000 | — | 8,229,833 | — | 210,000 | 4,300 | 8,816,133 | | | 2022 | 244,000 | 225,000 | 1,392,808 | 1,180,449 | — | 5,417 | 3,047,674 | | Rima Alameddine | 2024 | 409,000 | — | 697,755 | — | 201,315 | 452(4) | 1,308,522 | | Chief Revenue Officer | 2023 | 400,000 | 550,000 | 5,357,130 | — | 375,000 | 100 | 6,682,230 | | | 2022 | 30,303 | 50,000 | 3,348,000 | 3,279,166 | — | — | 6,707,469 | | Jungsang Kim | 2024 | 91,000 | 2,000(8) | — | — | — | — | 93,000 | | former Chief Technology | 2023 | 360,500 | 1,000 | 8,847,424 | — | 90,000 | 100 | 9,299,024 | | Officer | 2022 | 315,000 | 115,300 | 1,352,779 | 1,180,449 | — | — | 2,963,528 |

  28. Summary Compensation Table

    (1) The amounts in these columns reflect the aggregate grant date fair value of the shares underlying restricted stock unit awards, performance-based restricted stock unit awards, and option awards granted in the applicable year, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for stock-based compensation transactions. The assumptions we used in valuing these awards are described in Note 16 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 26, 2025 and do not necessarily correspond to the actual economic value recognized or that may be recognized by the NEOs. (2) See the section titled “Compensation Discussion and Analysis—Executive Compensation Program Components—Long-Term Incentive Compensation” above for a description of the material terms of the program pursuant to which this compensation was awarded. For performance-based restricted stock units, the amount reported represents the grant-date fair value based upon the probable outcome of the performance conditions for such awards, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures, which yields a grant-date fair value for such awards granted of $12,169,873 for Mr. Chapman, and a grant-date fair value for such awards granted in 2023 of $7,140,173 for Mr. Kramer, $5,192,854 for Ms. Alameddine, and $7,789,289 for Dr. Kim. If maximum performance were deemed achieved for the performance-based restricted stock unit awards for which the performance conditions have been determined, the grant-date fair value of such awards granted in 2024 would be $14,559,839 for Mr. Chapman and the grant-date fair value of such awards granted in 2023 would be $19,520,755 for Mr. Kramer, $14,196,917 for Ms. Alameddine, and $21,295,396 for Dr. Kim. In connection with Dr. Kim's resignation as an employee, Dr. Kim forfeited his PSU award granted in August 2023 in its entirety. (3) Represents discretionary cash bonuses approved by the board of directors or Compensation Committee. (4) Represents insurance premiums paid by the Company for life insurance for the benefit of the NEO. (5) Represents a 401(k) matching contribution. Represents a patent incentive award.

  29. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table presents information regarding outstanding option and stock awards held by the NEOs as of December 31, 2024. All awards granted on or prior to September 30, 2021 were granted pursuant to the 2015 Equity Incentive Plan (the “2015 Plan”). All awards granted after September 30, 2021 were granted pursuant to the 2021 Plan.

  30. Outstanding Equity Awards at 2024 Fiscal Year End

    | | | | Option Awards(7) | | | | Stock Awards(7) | | | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($)(6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | Peter Chapman | 5/17/2019 | 5/17/2019 | 8,096,905 | — | $0.13 | 5/16/2029 | — | — | — | — | | | 8/18/2022 | 9/10/2022 | 441,837 | 265,103(1) | $7.63 | 8/17/2032 | 177,496(1) | 7,414,008 | — | — | | | 12/16/2024 | 1/1/2023 | — | — | — | — | — | — | 68,336(2) | 2,854,395 | | Thomas Kramer | 2/19/2021 | 2/15/2021 | 1,395,946 | 630,434(3) | $2.39 | 2/18/2031 | — | — | — | — | | | 8/18/2022 | 9/10/2022 | 144,601 | 86,761(1) | $7.63 | 8/17/2032 | 58,090(1) | 2,426,419 | — | — | | | 8/15/2023 | 9/10/2023 | — | — | — | — | 35,850(1) | 1,497,455 | — | — | | | 8/15/2023 | 1/1/2023 | — | — | — | — | — | — | 267,680(2) | 11,180,994 | | | 3/4/2024 | 3/10/2024 | — | — | — | — | 63,964(1) | 2,671,776 | — | — | | Rima | 12/5/2022 | 12/10/2023 | 519,000 | 519,000(4) | $4.65 | 12/4/2032 | 360,000(4) | 15,037,200 | — | — | | Alameddine | 8/15/2023 | 1/1/2023 | — | — | — | — | — | — | 194,676(2) | 8,131,617 | | | 3/4/2024 | 3/10/2024 | — | — | — | — | 46,519(1) | 1,943,099 | — | — | | Jungsang Kim | 11/3/2020 | 12/31/2020 | 60,726 | 222,662(5) | $0.69 | 11/2/2030 | — | — | — | — | | | 3/4/2021 | 4/30/2021 | 20,243 | 101,215(5) | $2.39 | 3/3/2031 | — | — | — | — | | | 8/18/2022 | 9/10/2022 | 14,460 | 86,761(1) | $7.63 | 8/17/2032 | 58,090(1) | 2,426,419 | — | — | | | 8/15/2023 | 9/10/2023 | — | — | — | — | 39,109(1) | 1,633,583 | — | — |

  31. Outstanding Equity Awards at 2024 Fiscal Year End

    (1) 1/16th of the shares of common stock underlying the award vested on the vesting commencement date and vested or will vest quarterly thereafter on each March 10, June 10, September 10, and December 10, subject to the holder remaining in continuous service with us on each vesting date. (2) The shares of common stock underlying the award vest in connection with the achievement of performance goals in the performance period ending December 31, 2026, subject to the recipient’s continuous service with us on the vesting date. (3) 10% of the shares of common stock underlying the option vested on the six-month anniversary of the vesting commencement date and 1/54th of the remaining shares vested or will vest on the last day of each month following the six-month anniversary of the vesting commencement date, subject to the holder remaining in continuous service with us on each vesting date. (4) 25% of the shares of common stock underlying the option or award vested on the vesting commencement date and 1/12th of the remaining shares vested or will vest quarterly on each March 10, June 10, September 10, and December 10, thereafter, subject to the holder remaining in continuous service with us on each vesting date. (5) The shares of common stock underlying the option vested or shall vest 1/60th on the last day of each month commencing on the vesting commencement date, subject to the holder remaining in Continuous Service with the Company on each vesting date. (6) The market value of unvested shares is calculated by multiplying the number of unvested shares by the closing market price of our common stock on the NYSE on December 31, 2024, the last trading day of the year, which was $41.77 per share. If a NEO experiences a covered termination, any then outstanding unvested shares of common stock subject to this option or stock award that is subject to time-based vesting will become vested and exercisable. Acceleration with respect to such awards subject to performance-based vesting will be governed by the terms of the award agreement. See the section above titled “Compensation Discussion and Analysis—Severance Plan” for additional information.

  32. Fiscal 2024 Grants of Plan-Based Awards

    Fiscal 2024 Grants of Plan-Based Awards The following table presents information concerning each grant of a plan-based award made to a NEO in fiscal 2024 under any plan.

  33. Fiscal 2024 Grants of Plan-Based Awards

    | | | Estimated Future Payments Under Non-Equity Incentive Plan Awards | | Estimated Future Payments Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date | Target ($) | Maximum ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Peter Chapman | (1) | 252,500 | 505,000 | 252,500 | 505,000 | — | — | — | — | — | | | 12/16/2024 | — | — | — | — | 68,336 | 119,588 | 358,764 | — | 12,169,873 | | Thomas Kramer | (1) | 132,925 | 265,850 | 132,925 | 265,850 | — | — | — | — | — | | | 3/4/2024 | — | — | — | — | — | — | — | 85,285 | 860,526 | | Rima Alameddine | (1) | 102,250 | 204,500 | 102,250 | 204,500 | — | — | — | — | — | | | (2) | 206,000 | 206,000 | — | — | — | — | — | — | — | | | 3/4/2024 | — | — | — | — | — | — | — | 62,025 | 625,832 | | Jungsang Kim | (1) | 91,000 | 182,000 | 91,000 | 182,000 | — | — | — | — | — |

  34. Fiscal 2024 Grants of Plan-Based Awards

    (1) 2024 Annual Incentive Compensation Plan: as described above in the section titled “Compensation Discussion and Analysis,” for 2024, our NEOs were eligible to earn a bonus in accordance with our annual incentive compensation plan, payable 50% in cash and 50% in RSUs. (2) Sales Bonus: as described above in the section titled “Compensation Discussion and Analysis,” for 2024, Ms. Alameddine was eligible to earn a sales bonus equal to 50% of her base salary, payable 100% in cash.

  35. Fiscal 2024 Option Exercises and Stock Vested

    Fiscal 2024 Option Exercises and Stock Vested

  36. Fiscal 2024 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Peter Chapman | — | $— | 159,267 | $2,184,924 | | Thomas Kramer | — | $— | 93,925 | $1,306,558 | | Rima Alameddine | — | $— | 211,787 | $3,054,835 | | Jungsang Kim | 1,304,191 | $8,508,088 | 62,743 | $891,096 |

  37. Pension Benefits

    Pension Benefits We did not sponsor any defined benefit pension or other actuarial plan for our NEOs during fiscal 2024.

  38. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We did not maintain any nonqualified defined contribution or other deferred compensation plans or arrangements for our NEOs during fiscal 2024.

  39. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  40. Potential Payments Upon Termination or Change in Control

    | | Termination Without Cause or Resignation for Good Reason | | | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control (“Double Trigger”) | | | | | Name | Salary Severance ($) | Bonus Severance ($) | Value of Continued Health Coverage ($) | Value of Accelerated Vesting ($)(1) | Salary Severance ($) | Bonus Severance ($) | Value of Continued Health Coverage ($) | Value of Accelerated Vesting ($)(1) | | Peter Chapman | $700,000 | $10,000,000 | $9,627 | $18,962,220 | $700,000 | $10,000,000 | $9,657 | $18,962,220 | | Thomas Kramer | $309,000 | $535,600 | $19,474 | $43,967,240 | $412,000 | $535,600 | $25,965 | $43,967,240 | | Rima Alameddine | $309,000 | $412,000 | $20,767 | $43,215,551 | $412,000 | $412,000 | $27,690 | $43,215,551 |

  41. Potential Payments Upon Termination or Change in Control

    (1) The amounts reported in the table above reflect the aggregate market value of the unvested shares of our common stock underlying outstanding restricted stock unit awards and stock options that would become vested on a qualifying termination. For the unvested stock options, the aggregate market value is computed by multiplying (i) the number of shares of our common stock underlying unvested and outstanding stock options as of December 31, 2024, that would become vested by (ii) the difference between $41.77 (the closing market price of our common stock on NYSE on December 31, 2024) and the exercise price of such option. For the restricted stock unit awards, the aggregate market value is computed by multiplying (i) the number of unvested shares of our common stock subject to outstanding restricted stock awards or outstanding restricted stock unit awards as of December 31, 2024, that would become vested by (ii) $41.77 (the closing market price of our common stock on NYSE on December 31, 2024). In accordance with the terms of the PSU awards granted to our NEOs, upon an “involuntary termination” of employment other than in connection with a “change in control” (as such terms are defined in the applicable award agreement) occurring on December 31, 2024, a pro-rated portion of the target number of PSUs will vest, subject to the applicable NEO executing a release of claims in favor of the Company. Upon an involuntary termination of employment within 12 months following a change in control, a pro-rated portion of the greater of target PSUs or the number of PSUs determined based on projected achievement of the performance metrics and satisfaction of the stock price hurdle would vest, subject to the applicable NEO executing a release of claims in favor of the Company.

  42. CEO Pay Ratio

    CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO). The 2024 annual total compensation of our CEO was $22,675,566. The 2024 annual total compensation of our median compensated employee was $247,429, and the ratio of these amounts was 92 to 1. We identified our median employee based on the compensation of our full- and part-time employees (other than our CEO and non-U.S. employees excluded under the de minimis exception) as of December 31, 2024, at which time we had approximately 407 worldwide employees, compared to approximately 324 as of December 31, 2023. The consistently applied compensation measure used for this purpose was total taxable wages. We did not annualize salaries or make any cost-of-living adjustments in identifying the median employee. We did not include any contractors or other non-employee workers in our employee population. The employee selected was an individual closest to the median employee that was employed for the full-year. Using this median employee, we calculated the annual total compensation for such employee for 2024 using the same methodology that we used for our NEOs as set forth in the Summary Compensation Table. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  43. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  44. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table sets forth information regarding the compensation awarded to or earned for service on the board of directors by our non-employee directors during the year ended December 31, 2024. As NEOs, the compensation received by Mr. Chapman and Dr. Kim is shown above in the section titled “Executive Compensation—Summary Compensation Table.”

  45. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards(1)(2) ($) | Stock Awards(2) ($) | Total ($) | | Craig Barratt | 24,154 | — | — | 24,154 | | Robert Cardillo | 29,161 | 209,978 | 392,103 | 631,242 | | Kathryn Chou | 46,438 | — | 183,152 | 229,590 | | Niccolo de Masi | 50,245 | — | 183,152 | 233,397 | | William Scannell | 31,801 | 209,978 | 392,103 | 633,882 | | Inder Singh | 45,859 | — | 183,152 | 229,011 | | Wendy Thomas | 37,858 | — | 183,152 | 221,010 | | Harry You | 69,395 | — | 183,152 | 252,547 |

  46. Non-Employee Director Compensation Table

    The amounts reported in this column reflect the aggregate grant date fair value of the shares underlying option awards granted to our directors as computed in accordance with ASC Topic 718. See Note 16 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 26, 2025 for a discussion of assumptions made by us in determining the aggregate grant date fair value of our option awards. Note that the amounts reported in this column reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the directors upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options. (2) The following table provides information regarding the aggregate number of equity awards granted to our non-employee directors that were outstanding as of December 31, 2024:

  47. Non-Employee Director Compensation Table

    | Name | Option Awards Outstanding at Year-End (#) | Stock Awards Outstanding at Year-End (#) | | Craig Barratt | — | — | | Robert Cardillo | 26,320 | 41,981 | | Kathryn Chou | 78,760 | 36,968 | | Niccolo de Masi | 55,230 | 23,391 | | William Scannell | 26,320 | 41,981 | | Inder Singh | 80,480 | 27,121 | | Wendy Thomas | 74,210 | 36,645 | | Harry You | 55,230 | 23,391 |

  48. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following tables and related disclosures have been prepared in accordance with Item 402(v) of Regulation S-K, and do not necessarily reflect the economic benefit actually earned, received, or realized by our NEOs, the method by which the compensation committee makes compensation determinations, or how the compensation committee views the link between the Company’s performance and compensation for NEOs. For example, a significant portion of “compensation actually paid” relates to changes in fair value of unvested awards over the course of each year, and the ultimate value realized by NEOs from unvested equity awards is not determined until the awards vest. For further information on our executive compensation program and the compensation committee’s decision-making process in determining and approving our NEOs compensation, see the section above titled “Compensation Discussion and Analysis.”

  49. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return(5) | Prior Peer Group Total Shareholder Return(5) | Peer Group Total Shareholder Return(5) | Net Loss (thousands)(6) | Revenue (thousands)(7) | | 2024 | $22,675,566 | $34,141,280 | $956,619 | $44,033,560 | $454.02 | $65.35 | $165.92 | $(331,647) | $43,073 | | 2023 | $1,338,675 | $27,789,873 | $7,703,267 | $17,333,958 | $134.67 | $64.84 | $121.68 | $(157,771) | $22,042 | | 2022 | $8,482,288 | $(41,018,462) | $5,911,916 | $3,280,217 | $37.50 | $58.05 | $73.09 | $(48,511) | $11,131 | | 2021 | $364,500 | $24,903,634 | $10,252,472 | $25,618,719 | $181.52 | $102.93 | $113.81 | $(106,186) | $2,099 |

  50. PAY VERSUS PERFORMANCE

    (1) The dollar amounts reported are the amounts of total compensation reported for Mr. Chapman, our principal executive officer (“PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table. See the section above titled “Executive Compensation—Summary Compensation Table.” (2) The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Chapman, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Chapman during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Chapman’s total compensation for each year to determine the compensation actually paid:

  51. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2024 | $22,675,566 | $(12,169,873) | $23,635,587 | $34,141,280 | | 2023 | $1,338,675 | $(413,054) | $26,864,252 | $27,789,873 | | 2022 | $8,482,288 | $(7,718,738) | $(41,782,012) | $(41,018,462) | | 2021 | $364,500 | $— | $24,539,134 | $24,903,634 |

  52. PAY VERSUS PERFORMANCE

    (a) The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  53. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Equity Awards | Year-Over- Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year-Over- Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $12,245,146 | $12,606,407 | $— | $(1,215,966) | $— | $— | $23,635,587 | | 2023 | $413,054 | $11,881,105 | $— | $14,570,093 | $— | $— | $26,864,252 | | 2022 | $3,036,544 | $(30,362,467) | $548,964 | $(15,005,053) | $— | $— | $(41,782,012) | | 2021 | $— | $13,477,486 | $— | $11,061,648 | $— | $— | $24,539,134 |

  54. PAY VERSUS PERFORMANCE

    (3) The dollar amounts reported represent the average of the amounts reported for the Company’s Non-PEO NEOs in the “Total” column of the Summary Compensation Table in each applicable year. The Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Thomas Kramer, Rima Alameddine, and Jungsang Kim; (ii) for 2023, Thomas Kramer, Rima Alameddine, Jungsang Kim, and Chris Monroe; (iii) for 2022, Rima Alameddine and Laurie Babinski; and (iv) for 2021, Jungsang Kim and Thomas Kramer. (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

  55. PAY VERSUS PERFORMANCE

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $956,619 | $(550,617) | $43,627,558 | $44,033,560 | | 2023 | $7,703,267 | $(7,069,086) | $16,699,777 | $17,333,958 | | 2022 | $5,911,916 | $(5,730,905) | $3,099,206 | $3,280,217 | | 2021 | $10,252,472 | $(10,020,193) | $25,386,440 | $25,618,719 |

  56. PAY VERSUS PERFORMANCE

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  57. PAY VERSUS PERFORMANCE

    | Year | Average Year End Fair Value of Equity Awards | Year-Over- Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year-Over-Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2024 | $1,593,455 | $43,651,323 | $180,769 | $1,121,499 | $(2,919,488) | $— | $43,627,558 | | 2023 | $6,093,040 | $7,556,407 | $74,498 | $3,564,500 | $(588,668) | $— | $16,699,777 | | 2022 | $3,003,473 | $— | $95,733 | $— | $— | $— | $3,099,206 | | 2021 | $19,396,434 | $1,634,038 | $3,527,982 | $827,986 | $— | $— | $25,386,440 |

  58. PAY VERSUS PERFORMANCE

    (5) Total Shareholder Return (“TSR”) assumes $100 invested on October 1, 2021, including reinvestment of dividends. Our peer group is the Nasdaq Computer Index. Our prior peer group in our proxy statement for the 2024 annual meeting of shareholders was our 2023 compensation peer group. The Company shifted from the 2023 compensation peer group to the Nasdaq Computer Index to align with the peer group industry index reported in our Annual Report on Form 10-K for the year ended December 31, 2024. Our prior peer group for was comprised of the companies shown above in the section titled “Compensation Discussion and Analysis—Executive Compensation Peer Group Beginning February 2024.” (6) Represents the net loss as reported in the Company’s Annual Report on Form 10-K for the applicable year. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to company performance.

  59. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR The following chart reflects the relationship between the PEO and Average NEOs compensation actually paid (per the SEC’s definition), the Company’s TSR, the Peer Group's TSR, and the Prior Peer Group's TSR for the applicable year.

  60. Compensation Actually Paid and Net Loss

    Compensation Actually Paid and Net Loss The following chart reflects the relationship between the PEO and Average NEOs compensation actually paid, the Company’s net loss for the applicable year.

  61. Compensation Actually Paid and Revenue

    Compensation Actually Paid and Revenue The following chart reflects the relationship between the PEO and Average NEOs compensation actually paid and the Company’s revenue for the applicable year.