DEF 14A of Rigetti Computing, Inc., Apr 25, 2025

DEF 14A of Rigetti Computing, Inc.

Filed Apr 25, 2025 · FY20240001104659-25-038956

Open on EDGAR

  1. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS

  2. General

    General Our Board of Directors currently consists of seven directors. Our Certificate of Incorporation provides for a classified Board of Directors consisting of three classes of directors, with the classes being as equal in number as possible and with one class being elected each year for a three-year term. Currently, Class I consists of three directors, Class II consists of two directors and Class III consists of two directors. There are two directors in Class III whose term of office expires in 2025, Michael Clifton and Cathy McCarthy. On February 24, 2025, Ms. McCarthy notified the Company that she would not stand for re-election to the Board of Directors of the Company upon the completion of her current term, which expires at the Annual Meeting. The Company thanks Ms. McCarthy for her commitment and service to the Company. Mr. Clifton has been nominated for election as a Class III director by the Board of Directors, upon the recommendation of the Nominating and Governance Committee. In order to rebalance the Board classes upon the expiration of Ms. McCarthy’s term, the Board of Directors (1) determined that one of the Company’s directors should be reclassified from Class I (with a term expiring at the Company’s 2026 Annual Meeting of Stockholders) to Class III (standing for election at the Annual Meeting) and (2) upon recommendation of the Nominating and Corporate Governance Committee, nominated Ray Johnson, a current Class I director, to stand for election as a Class III director at the Annual Meeting. Mr. Johnson will resign as a Class I director contingent on his election as a Class III director of the Board of Directors at the Annual Meeting. Effective immediately following the election of Class III directors at the Annual Meeting, the size of the board will be reduced and consist of six directors. Two Class III directors are to be elected at the Annual Meeting to serve until the 2028 Annual Meeting of Stockholders, or until their successors are duly elected and qualified. Each nominee named below is currently serving as a director and, if elected, each has consented to serve for the new term. If any nominee becomes unable to serve as a director, an event currently not anticipated, the persons named as proxies in the enclosed proxy card intend to vote for a nominee selected by the present Board of Directors to fill the vacancy. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors, unless the Board of Directors determines by resolution that any such vacancies shall be filled by the stockholders. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class or until the director’s successor is duly elected and qualified or the director’s earlier death, resignation or removal. There are currently no vacancies on the Board of Directors. Each member of our Board of Directors, except Dr. Subodh Kulkarni and Thomas J. Iannotti, were initially elected to our Board of Directors in connection with a series of transactions (the “Business Combination”) on March 2, 2022 (the “Closing Date”), in which we consummated the transactions contemplated by that certain Agreement and Plan of Merger dated as of October 6, 2021, as amended on December 23, 2021 and January 10, 2022 (as amended, the “Merger Agreement”), by and among Supernova Partners Acquisition Company II, Ltd. (“Supernova”), Supernova Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Supernova (“First Merger Sub”), Supernova Romeo Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Supernova (“Second Merger Sub”), and Rigetti Holdings, Inc., a Delaware corporation (“Legacy Rigetti”). The biographies below under “Information Regarding Director Nominees and Current Directors” include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director nominee that led the Nominating and Corporate Governance Committee to believe that each nominee should continue to serve on the Board of Directors. If you elect the nominees listed above, they will each hold office until the 2028 Annual Meeting of Stockholders or until each of their successors has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Both nominees are currently serving on our Board of Directors and have consented to being named in this proxy statement and to serve if elected. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board of Directors does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board of Directors.

  3. Our Recommendation

    Our Recommendation THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF MICHAEL CLIFTON AND RAY JOHNSON AS A CLASS III DIRECTOR. (PROPOSAL 1 ON YOUR NOTICE OF INTERNET AVAILABILITY)

  4. BOARD AND CORPORATE GOVERNANCE MATTERS

    BOARD AND CORPORATE GOVERNANCE MATTERS

  5. INFORMATION REGARDING THE DIRECTOR NOMINEES AND CURRENT DIRECTORS

    INFORMATION REGARDING THE DIRECTOR NOMINEES AND CURRENT DIRECTORS The following table sets forth, for the Class III nominees and our other directors whose terms will continue after the Annual Meeting, their ages and position or office held with us as of the date of this proxy statement:

  6. INFORMATION REGARDING THE DIRECTOR NOMINEES AND CURRENT DIRECTORS

    | Name | Age | Position | Director Since | | Class I directors continuing in office until the 2026 Annual Meeting of Stockholders | | | | | Subodh Kulkarni | 60 | President & Chief Executive Officer and Director | 2022 | | H. Gail Sandford | 62 | Director | 2022 | | Class II directors continuing in office until the 2027 Annual Meeting of Stockholders | | | | | Alissa M. Fitzgerald | 55 | Director | 2022 | | Thomas J. Iannotti | 68 | Director, Chairman of the Board | 2023 | | Class III director nominees for election at the 2025 Annual Meeting of Stockholders | | | | | Michael Clifton | 45 | Director | 2022 | | Ray Johnson | 69 | Director | 2022 |

  7. INFORMATION REGARDING THE DIRECTOR NOMINEES AND CURRENT DIRECTORS

    Set forth below is biographical information for the director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led our Board of Directors to recommend them for service as a member of the Board of Directors.

  8. Nominees for Election at the 2025 Annual Meeting of Stockholders

    Nominees for Election at the 2025 Annual Meeting of Stockholders Michael Clifton. Mr. Clifton has served as a member of the Board of Directors since March 2022. Mr. Clifton currently serves as a Partner at Falfurrias Management Partners, where he helps lead Falfurrias Growth Partners, a technology- focused private equity fund, a position he has held since September 2022. He served as a director and Chief Financial Officer of Supernova Partners Acquisition Company III Ltd. from March 2021 until March 2023 and April 2023, respectively; as a director and Chief Financial Officer of Supernova Partners Acquisition Company II, Ltd. from October 2020 until March 2022; and Chief Financial Officer of Supernova Partners Acquisition Company, Inc. from September 2020 until March 2021. Prior to that he was a senior investment professional at The Carlyle Group from 2010 to September 2020 as a member of its flagship U.S. Buyout team where he helped lead Carlyle’s investing activities in the technology and business services sectors. During his tenure with Carlyle, he worked on transactions involving companies in multiple sectors, including semiconductors. He has served on more than a dozen public and private boards. Over his career, Mr. Clifton has been involved in several leveraged buyouts (including taking public companies private), growth investments, and carve-outs. Additionally, Mr. Clifton has substantial public market experience and has helped lead the public and follow-on offerings for several companies. Prior to joining Carlyle, Mr. Clifton worked at two middle market private equity firms, as well as in the M&A group of Bank of America Securities. He earned a Bachelor of Arts, cum laude, in classics from Davidson College, and an MBA with High Distinction from the Harvard Business School where he was a Baker Scholar. The Nominating and Corporate Governance Committee of our Board of Directors and our Board of Directors believe Mr. Clifton is qualified to serve on the Board of Directors due to his corporate finance experience and experience investing in technology companies, including semiconductor businesses. Ray Johnson. Dr. Johnson has served as a member of the Board of Directors since March 2022 and previously served as a member of the Legacy Rigetti Board of Directors from August 2019 until the consummation of the Business Combination. He has served as Operating Partner at Bessemer Venture Partners since July 2020, after joining Bessemer Venture Partners as an Executive In Residence in June 2015, and also served as Chief Executive Officer of the Technology Innovation Institute from August 2021 to May 2024. Prior to that, Dr. Johnson served as Senior Vice President and Chief Technology Officer of the Lockheed Martin Corporation from July 2006 to February 2015. He also served as Senior Vice President and Chief Operating Officer of Modern Technology Solutions, Inc. from June 2005 to July 2006 and as Senior Vice President and Business Unit General Manager at SAIC from January 1996 to June 2005. Dr. Johnson received a B.S. in electrical engineering from Oklahoma State University and a PhD. and M.S. in electrical engineering from the U.S. Air Force Institute of Technology. The Nominating and Corporate Governance Committee of our Board of Directors and our Board of Directors believe Dr. Johnson is qualified to serve as a member of the Board of Directors because of his integral involvement in the technology industry, generally, and management roles at global venture capital firms.

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

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Subodh Kulkarni. Dr. Subodh Kulkarni has served as President, Chief Executive Officer and director of Rigetti since December 2022. Dr. Kulkarni previously served as president, chief executive officer, and member of the Board of Directors of CyberOptics Corporation (“CyperOptics”), a developer and manufacturer of high precision sensors and inspection systems for the semiconductor and electronics industry. He held these roles from 2014 until CyberOptics was acquired by Nordson Corporation in November 2022. Prior to CyberOptics, Dr. Kulkarni was chief executive officer of Prism Computational Sciences, a developer of software tools for scientific and commercial applications in the semiconductor industry. Earlier in his career, he held additional leadership positions, including chief technology officer and senior vice president of OEM/Emerging business, global commercial business, R&D and manufacturing at Imation, a global scalable storage and data security company. Dr. Kulkarni began his career in research and management positions with 3M Corporation and IBM. He received his B.S. in chemical engineering from the Indian Institute of Technology, Mumbai, and later obtained a M.S. and Ph.D. in chemical engineering from MIT. Dr. Kulkarni currently serves on the Board of Directors of KeyTronic Corporation (NASDAQ: KTCC), a publicly traded electronics manufacturing services company, as well as chairman of the Board of Directors of Prism Computational Sciences. The Nominating and Corporate Governance Committee of our Board of Directors and our Board of Directors believe Dr. Kulkarni is well qualified to serve on our Board of Directors because of his prior leadership and officer positions at technology and software companies. H. Gail Sandford. Ms. Sandford, NACD.DC, has served as a member of the Board of Directors since March 2022. Ms. Sandford previously held the position of Principal Director, Business Transformation Office at The Aerospace Corporation from March 2023 until April 2025. Prior to joining The Aerospace Corporation, Ms. Sandford served as Chief Operations Officer of Recros Medica, an aesthetic medical device startup from 2017 to April 2022, and as a Business Process Consultant at EcoSmart Solution form May 2022 to March 2023. Prior to EcoSmart Solution, Ms. Sandford served as Chief Operations Officer of PFMG Solar, a leading solar developer in the municipal and school market from 2011 to 2017. Previously, Ms. Sandford served as Vice President at SM&A, a publicly traded consulting firm specializing in business capture and program support services for clients serving the U.S. government, and as Director of Proprietary Programs at Boeing, where she led a program to deliver a novel classified space system. Ms. Sandford holds a B.S. in physics from North Georgia College, an M.S. in engineering from The George Washington University and an MBA from the University of Southern California. The Nominating and Corporate Governance Committee of our Board of Directors and our Board of Directors believe Ms. Sandford is qualified to serve on the Board of Directors due to her experience in managing large, complex technical programs and her significant government contract experience.

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

    Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Thomas J. Iannotti. Mr. Iannotti has been Chairman of the Board of Directors since October 2023. Mr. Iannotti served as Senior Vice President and General Manager, Enterprise Services, for Hewlett-Packard Company, a technology solutions provider to consumers, businesses and institutions globally, from 2009 until his retirement in 2011. Prior to that role, Mr. Iannotti held various executive positions at Hewlett-Packard, including Senior Vice President and Managing Director, Enterprise Business Group, Americas. Mr. Iannotti also worked at Digital Equipment Corporation, a vendor of computer systems and software, and at Compaq Computer Corporation, a supplier of personal computing systems, following its acquisition of Digital Equipment Corporation. Mr. Iannotti has served as Chairman of the Board of Applied Materials (NASDAQ: AMAT), a multi-billion publicly traded company that produces semiconductor fabrication equipment, since 2005, and previously served as Chairman of the Board of Atento S.A. The Nominating and Corporate Governance Committee of our Board of Directors and our Board of Directors believe Mr. Iannotti is qualified to serve as a member of the Board of Directors because of his extensive experience as a chairman of the board of a large publicly traded company in the semiconductor industry and his extensive leadership experience at global firms where he gained expertise in service management, offerings for technology companies, and operational processes. Alissa M. Fitzgerald. Dr. Fitzgerald has served as a member of the Board of Directors since March 2022 and previously served as a member of the Legacy Rigetti Board of Directors from April 2018 until the consummation of the Business Combination. She has also served as the Chief Executive Officer and Managing Member of A.M. Fitzgerald & Associates, LLC, a product development firm for micro electromechanical systems (MEMS) and silicon-based technologies since 2003. She had previously worked in engineering or management positions at several technology companies, including Orbital Sciences Corporation and the Jet Propulsion Laboratory. She served as a member of the SEMI MEMS Standards Committee from 2015 to 2025, on the Board of Directors of Transducer Research Foundation from 2016 to 2024 and on the Board of Directors for the MEMS Industry Group (MIG) from 2008 to 2014. Dr. Fitzgerald received a Ph.D. in aeronautics and astronautics from Stanford University and an M.S. and B.S. in aeronautics and astronautics from the Massachusetts Institute of Technology. The Nominating and Corporate Governance Committee of our Board of Directors and our Board of Directors believe Dr. Fitzgerald is qualified to serve as a member of the Board of Directors because of her extensive experience as a senior executive and substantial knowledge in semiconductor and electronics technology.

  11. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  12. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  13. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation awarded to, paid to or earned by our named executive officers for the fiscal years ended December 31, 2024 and December 31, 2023:

  14. Summary Compensation Table

    | Name, Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Dr. Subodh Kulkarni | 2024 | 614,250 | — | — | 1,186,800 | 459,900 | 261 | 2,261,211 | | President and Chief Executive Officer | 2023 | 578,906 | — | — | 918,000 | 307,400 | 130,384 | 1,934,690 | | David Rivas | 2024 | 362,250 | — | 1,015,000 | — | 135,844 | 261 | 1,513,355 | | Chief Technology Officer | 2023 | 338,318 | — | 360,000 | — | 90,034 | 384 | 788,736 | | Jeffrey Bertelsen(6) | 2024 | 315,000 | — | — | 867,500 | 118,125 | 261 | 1,300,886 | | Chief Financial Officer | | | | | | | | |

  15. Summary Compensation Table

    (1) Salary amounts represent actual amounts earned during the applicable fiscal year. See “Narrative Disclosure to Summary Compensation Table” below. (2) Amounts in this column reflect the aggregate grant date fair value of the restricted stock units (“RSUs”) granted to the named executive officer during fiscal years 2024 and 2023 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 13 to our audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not reflect the actual economic value that may be realized by the named executive officer upon the vesting of the RSUs, or the sale of the Common Stock underlying such RSUs. (3) Amounts in this column reflect the aggregate grant date fair value of the option awards granted to the named executive officer during fiscal years 2024 and 2023 computed in accordance with ASC Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 13 to our audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not reflect the actual economic value that may be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the Common Stock underlying such stock options. (4) See “—Narrative to Summary Compensation Table—Non-Equity Incentive Plan Compensation” below for a description of the material terms of the program for fiscal year 2024 pursuant to which this compensation was awarded. The amounts shown for 2024 and 2023 for non-equity incentive plan compensation represent amounts earned for the fiscal year presented, whether or not actually paid during such year. (5) Payments to our named executive officers in this column include the following: (i) for Dr. Kulkarni, a one-time $130,000 payment in 2023 for relocating to Berkeley, California in connection with his appointment as Chief Executive Officer and life insurance premiums in 2024 and 2023 of $261 and $384, respectively; (ii) for Mr. Rivas, life insurance premiums in 2024 and 2023 of $261 and $384, respectively; and (iii) for Mr. Bertelsen, life insurance premiums in 2024 of $261. Mr. Bertelsen was not a named executive officer in 2023; therefore, his compensation for that year is not required to be reported.

  16. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2024. All awards were granted pursuant to the Rigetti & Co, Inc. 2013 Equity Incentive Plan or the Rigetti Computing, Inc. 2022 Equity Incentive Plan.

  17. Outstanding Equity Awards as of December 31, 2024

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units that have not vested (#) | Market value of shares of units of stock that have not vested ($)(1) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(1) | | Dr. Subodh Kulkarni | 11/15/2024 | 27,777 | 972,223(2) | — | 1.41 | 11/15/2034 | — | — | — | — | | | 11/22/2023 | 361,111 | 638,889(3) | — | 1.05 | 11/22/2033 | — | — | — | — | | | 12/12/2022 | 831,250 | 418,750(4) | — | 0.964 | 12/12/2032 | — | — | — | — | | | 12/12/2022 | — | — | 500,000(5) | 0.964 | 12/12/2032 | — | — | — | — | | David Rivas | 5/22/2020 | 284,982(6) | — | — | 0.272 | 5/21/2030 | — | — | — | — | | | 4/3/2019 | 94,438(6) | — | — | 0.272 | 4/3/2029 | — | — | — | — | | | 1/28/2019 | 393(6) | — | — | 0.272 | 1/29/2029 | — | — | — | — | | | 1/28/2019 | 3,541(6) | — | — | 0.272 | 1/29/2029 | — | — | — | — | | | 3/18/2024 | — | — | — | — | — | 312,500(7) | 4,768,750 | | | | | 3/30/2023 | — | — | — | — | — | — | — | 300,000(12) | 4,578,000 | | | 6/10/2022 | — | — | — | — | — | 19,411(8) | 296,212 | — | — | | | 6/10/2022 | — | — | — | — | — | 13,913(9) | 212,312 | — | — | | | 1/25/2022 | — | — | — | — | — | 13,736(10) | 209,611 | — | — | | | 4/21/2021 | — | — | — | — | — | 11,711(11) | 178,710 | — | | | Jeffrey Bertelsen | 3/18/2024 | 93,749 | 406,251(14) | — | 2.03 | 3/18/2034 | — | — | — | — | | | 3/30/2023 | 229,166 | 270,834(13) | — | 0.60 | 3/30/2033 | — | — | — | — |

  18. Outstanding Equity Awards as of December 31, 2024

    (1) 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 Nasdaq on December 31, 2024, the last trading day of fiscal year 2024, which was $15.26 per share. (2) 1/36th of the shares subject to this option vests and becomes exercisable in equal monthly installments over a period of three years commencing December 15, 2024, subject to continuous service on each such date. (3) 1/36th of the shares subject to this option vests and becomes exercisable in equal monthly installments over a period of three years commencing December 22, 2023, subject to continuous service on each such date. (4) One-third (1/3rd) of the shares subject to the option vest on December 12, 2023, and the remaining shares subject to the option shall vest in twenty-four (24) equal monthly installments thereafter, subject to Dr. Kulkarni’s continuous service through each such vesting date. (5) This option is subject to two vesting hurdles at $5 and $10 per share, with each hurdle price applying to 50% of the shares underlying the option granted. A hurdle is met when the Company’s closing trading stock price equals or exceeds the hurdle amount for any twenty (20) trading days during any consecutive thirty (30) trading day period. Both the $5.00 and $10.00 vesting conditions were satisfied in January 2025. (6) The shares subject to this option are fully vested and exercisable. (7) The RSU vests in 24 equal installments commencing on April 20, 2024, subject to continuous service on each such date. The RSU vests as follows: (i) 50% in 12 equal monthly installments on the last day of each month commencing March 31, 2022 and (ii) 50% in 48 equal monthly installments on the last day of each month commencing March 31, 2022, subject to continuous service on each such date. The RSU vests in 48 equal installments on the last day of each month commencing on March 31, 2022, subject to continuous service on each such date. (10) The RSU vests in 48 equal monthly installments on the last day of each month commencing on February 28, 2022, subject to continuous service on each such date. (11) The RSU vests in 48 equal installments commencing on May 21, 2021, subject to continuous service on each such date. (12) The RSUs subject to this award have a market-based vesting condition tied to the Company’s Common Stock price. The shares vest if the Company’s Common Stock trades at or above $4.00 per share, for 20 out of 30 trading days through the fifth anniversary of the grant date. The $4.00 per share vesting condition was satisfied in January 2025. The RSUs subject to this award are now fully vested. (13) One-fourth (1/4th) of the shares subject to the option vest on February 15, 2024, and the remaining shares subject to the option shall vest in thirty-six (36) equal monthly installments thereafter, subject to Mr. Bertelsen’s continuous service through each such vesting date. (14) 1/48th of the shares subject to this option vests and becomes exercisable in equal monthly installments over a period of four years commencing April 20, 2024, subject to continuous service on each such date.

  19. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of Dr. Kulkarni, Mr. Rivas and Mr. Bertelsen is entitled to certain severance benefits pursuant to his respective employment agreement. In the event that employment is terminated by Rigetti without “Cause” or by the named executive officer for “Good Reason” (each, as defined in the respective executive employment agreement) and provided such named executive officer timely executes and does not revoke a release of claims in Rigetti’s favor, Dr. Kulkarni, Mr. Rivas or Mr. Bertelsen, as the case may be, is entitled to: (a) continuing payments of his then-current annual base salary for twenty-four months (for Dr. Kulkarni) or twelve months (for Mr. Rivas and Mr. Bertelsen); (b) for Mr. Rivas and Mr. Bertelsen, payment of the premiums necessary to continue health insurance coverage for himself and his eligible dependents under Rigetti’s group health plans pursuant to COBRA or similar state insurance laws (“COBRA Benefits”), for up to twelve months or, for Dr. Kulkarni, a lump sum cash amount equal to twenty-four months of the COBRA Benefits; (c) for Dr. Kulkarni, a cash payment equal to two times his full target amount of his annual cash bonus, payable in two installments (the first in a lump sum payment on his date of termination and the second payment occurring twelve months thereafter); (d) for Mr. Kulkarni, the time-based vesting conditions applicable to 100% of his then-outstanding stock options and/or other equity awards subject to time-based vesting requirements as of his termination date shall be accelerated as of the date of termination; and (e) his “accrued obligations” (as defined in the respective executive employment agreement), which include such executive’s accrued but unpaid salary through the date of termination (and, for Dr. Kuklarni, his accrued but unused vacation, in the event Rigetti has adopted an accrual vacation policy), unreimbursed business expenses, and benefits owed to such named executive officer under retirement or health plans in which such named executive officer was a participant. If the named executive officer’s employment is terminated by Rigetti other than for “Cause,” death or disability or by the named executive officer for “Good Reason” within three months prior to or twelve months after a Change in Control (as defined in the 2022 Plan), and provided such named executive officer timely executes and does not revoke a release of claims in Rigetti’s favor, Dr. Kulkarni, Mr. Rivas or Mr. Bertelsen, as the case may be, is entitled to, in lieu of and not in addition to any other severance benefit: (a) the time-based vesting conditions applicable to 100% of his then-outstanding stock options and/or other equity awards subject to time-based vesting requirements as of his termination date shall be accelerated as of the date of termination (and, for Mr. Rivas and Mr. Bertelsen, with respect to any performance-based equity awards, and unless otherwise provided by the applicable award agreement, any performance-based vesting objectives will be deemed achieved at the higher of target or actual performance); (b) a lump sum cash payment equal to two times his then-current annual base salary (for Dr. Kulkarni) or his then-current annual base salary (for Mr. Rivas and Mr. Bertelsen); (c) for Mr. Rivas and Mr. Bertelsen, payment of the COBRA Benefits for up to twelve months or, for Dr. Kulkarni, a lump sum cash amount equal to twenty-four months of the COBRA Benefits; and (d) for Dr. Kulkarni, a lump sum amount equal to two times his full target amount of his annual cash bonus, and for Mr. Rivas and Mr. Bertelsen, a lump sum amount equal to a pro rata share of his full target amount of his annual cash bonus, for the portion of the performance year completed when his termination occurs. Under each of the named executive officer’s employment agreement, “Cause” means that we have determined in our sole discretion that the named executive officer has engaged in any of the following: (i) his material breach of any covenant or condition under the executive employment agreement or any other agreement between the parties, and, to the extent curable, such named executive officer has not cured such breach after the expiration of ten (10) days after written notice from us of such breach; (ii) his material act constituting dishonesty or fraudulent conduct in connection with his duties to us; (iii) any conduct which constitutes a felony or a crime of moral turpitude under applicable law; (iv) material violation of any Company policy and, to the extent curable, such named executive officer has not cured such violation after the expiration of ten (10) days after written notice from us of such violation; (v) refusal to follow or implement a clear and reasonable directive of the Company, or any act of willful or intentional misconduct in relation to the named executive officer’s duties to the Company; (vi) repeated or willful failure by the named executive officer to perform his duties in a manner satisfactory to the Company after the expiration of ten (10) days without cure after written notice of such failure; or (vii) his breach of fiduciary duty to the Company. Under each named executive officer’s employment agreement, “Good Reason” means the occurrence of any of the following events without such named executive officer’s consent: (i) a material reduction in his base salary, other than a reduction applied in a similar proportional amount to all similarly situated executives; (ii) a material breach of the executive employment agreement by Rigetti; (iii) a material reduction in his duties, authority and responsibilities relative to the his duties, authority, and responsibilities in effect immediately prior to such reduction; (iv) for Dr. Kulkarni and Mr. Bertelsen, a material change in his reporting relationship, other than such change made directly in connection with organizational changes resulting from a “Change in Control” (as defined in the respective employment agreement); or (v) the relocation of his principal place of employment, without his consent, in a manner that lengthens his one-way commute distance by twenty-five (25) or more miles from his then-current principal place of employment immediately prior to such relocation. Any such termination by such named executive officer shall only be deemed for “Good Reason” if: (1) such named executive officer gives Rigetti written notice of his intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s) that he believes constitute(s) Good Reason, which notice shall describe such condition(s); (2) Rigetti fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”); and (3) such named executive officer voluntarily terminates employment within thirty (30) days following the end of the Cure Period, or the parties agree in writing to extend such Cure Period.

  20. Director Compensation in 2024

    Director Compensation in 2024 The following table sets forth information concerning the compensation of our directors for fiscal year 2024. Dr. Kulkarni, our Chief Executive Officer, did not receive additional compensation for his services as a director in fiscal year 2024, and therefore is not included in the Director Compensation table below. All compensation paid to Dr. Kulkarni is reported above in the “Summary Compensation Table.”

  21. Director Compensation in 2024

    | Name | Cash(1) ($) | Stock Awards(3)(5) ($) | Option Awards(4)(5) | Total ($) | | Thomas J. Iannotti | 65,359 | — | 121,632 | 186,991 | | Alissa M. Fitzgerald | 49,050 | 140,000 | — | 189,050 | | Ray Johnson | 41,400 | 140,000 | — | 181,400 | | David Cowan(2) | 18,705 | — | — | 18,705 | | Cathy McCarthy | 54,000 | 140,000 | — | 194,000 | | H. Gail Sandford | 51,641 | 140,000 | — | 191,641 | | Michael Clifton | 55,800 | 140,000 | — | 195,800 |

  22. Director Compensation in 2024

    (1) This column represents cash compensation for their service as a director during the fiscal year ended December 31, 2024. Cash compensation for non-employee directors for fiscal year 2024 was determined pursuant to the Non-Employee Director Compensation Policy described below. (2) Mr. Cowan’s term expired at the 2024 annual meeting of shareholders. (3) This column reflects the aggregate grant date fair value of the RSUs granted to the director during fiscal year 2024 under the 2022 Plan. The aggregate grant date fair value is computed in accordance with ASC Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 13 to our financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024. The amounts set forth in the table above relate to the annual RSU awards granted to our then-serving directors on June 18, 2024, the date of our annual meeting in 2024. This amount does not reflect the actual economic value that may be realized by the director. (4) This column reflects the aggregate grant date fair value of the stock option awards granted to the director during fiscal year 2024 under the 2022 Plan. The aggregate grant date fair value is computed in accordance with ASC Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 13 to our financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024. This amount does not reflect the actual economic value that may be realized by Mr. Iannotti. (5) The following table shows, for each non-employee director who was serving as of December 31, 2024, the outstanding equity awards held by such non-employee director as of such date:

  23. Director Compensation in 2024

    | Name | Shares Underlying Options Outstanding (Vested) at Fiscal Year | Shares Underlying Options Outstanding (Unvested) at Fiscal Year | Unvested RSUs at Fiscal Year End # of Shares | | Thomas J. Iannotti | 240,000 | 620,000 | — | | Alissa M. Fitzgerald | 98,372 | — | 156,372 | | Ray Johnson | 196,747 | — | 156,372 | | Cathy McCarthy | — | — | 230,152 | | H. Gail Sandford | — | — | 156,372 | | Michael Clifton | — | — | 156,372 |

  24. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy