DEF 14A of IonQ, Inc., Apr 30, 2026

DEF 14A of IonQ, Inc.

Filed Apr 30, 2026 · FY20250001193125-26-197487

Open on EDGAR

  1. Nominees for Director

    Nominees for Director Kathryn K. Chou has served as a member of the Board since July 2022 and as our Lead Independent Director since September 2025. She currently serves as Chair of our Compensation Committee and as a member of our Audit, Nominating and Product and Strategy, or Strategy, Committees. From January 2022 until November 2025, Ms. Chou served as Senior Vice President, SaaS Engineering, of Nutanix, Inc., a publicly traded company, where she was responsible for building secure and scalable SaaS applications and systems across the entire customer life cycle. From September 2016 to September 2021, Ms. Chou served in a variety of increasingly senior positions at VMware, Inc., a publicly traded cloud computing company. Prior to 2016, Mr. Chou held senior-level go-to-market, operations and manufacturing positions at Intuit Inc., Informatica Inc. and the Hewlett-Packard Company, each publicly traded technology companies. Ms. Chou has also served at the highest level 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 the Board because of her extensive and varied experience as a senior executive at multiple publicly traded technology and software companies. William F. Scannell has served as a member of the Board and our Compensation Committee since March 2026, after previously having served from February 2024 until October 2025. He has also served on the Board of Directors of Snowflake Inc., a publicly traded cloud-based data platform company, since May 2025. Since February 2026, Mr. Scannell has served as President and Chief Customer Officer, and from 2016 until then as President of Global Sales and Customer Operations, at Dell Technologies Inc., a publicly traded company, which we refer to as Dell. Prior to this role, Mr. Scannell was President of Global Sales and Customer Operations at EMC Corporation (a publicly traded technology company acquired by Dell in 2016), or EMC. Mr. Scannell began his career as a Sales Representative for EMC in 1986, and has served in several other domestic and international 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 because of his extensive and varied experience in all aspects of software and hardware company sales and operations

  2. Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Niccolo M. de Masi has served as a member of the Board since September 2021, as President and Chief Executive Officer, or CEO, since February 2025 and as Chairman of the Board since August 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, which we refer to as dMY, since September 2020. Since September 2019, Mr. de Masi has served as a member of the Board of Directors of Rush Street Interactive, Inc., a publicly traded online gaming and entertainment company, and since May 2024 he has served as Chairman of the Board of Directors of Ares Interactive, a global game developer and publisher. He has previously served as a member of the Board of Directors of numerous publicly traded companies, including Planet Labs PBC, an Earth imaging company, from December 2021 until July 2025, Genius Sports Limited, a sports data and technology company, from April 2021 to December 2023, Glu Mobile Inc., a mobile gaming company, from January 2010 to April 2021, and Resideo Technologies, Inc. (where he also served as Chief Innovation Officer and President of Products and Solutions), a security solutions company, from October 2018 to January 2020. 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 the Board because of the breadth of his experience as both an officer and member of the board of directors at 14 publicly traded technology companies. William J. Teuber, Jr. has served as a member of the Board since August 2025. He currently serves as Chair of our Audit Committee and as a member of our Compensation Committee. Since 2016, he has served as Senior Operating Principal at Bridge Growth Partners, a private equity firm focused on technology. Prior to that, he held numerous senior leadership positions at EMC, including Vice Chairman, Chief Financial Officer, Executive Vice President and Global Head of Sales. Earlier, he was a Partner at Coopers & Lybrand, now PricewaterhouseCoopers LLP, a global professional services firm. From 2004 to 2016, Mr. Teuber served on the Board of Directors of Popular, Inc., the publicly traded holding company of Banco Popular of Puerto Rico, and from 2013 to 2021, on the Board of Directors of Inovalon Holdings, Inc., a leading healthcare technology company. Mr. Teuber holds a B.A. in English from The College of the Holy Cross, an M.S. in Taxation from Bentley College and an MBA from Babson College. We believe Mr. Teuber is qualified to serve as a member of the Board because of his significant financial and accounting expertise and his experience providing strategic direction as a senior executive to a large public technology company. John W. Raymond has served as a member of the Board since September 2025, as a Special Advisor since November 2025 and as a member of the Strategy Committee since April 2026. Since May 2023, he has served as a Senior Managing Director for Cerberus Capital Management, LP, a private equity firm, and since March 2025, he has served as a member of the Board of Directors of Planet Labs PBC, a publicly traded Earth imaging company. He also serves as a member of the Board of Directors of Impulse Space, an in-space transportation technology and services startup. From 1984 until 2023, Mr. Raymond served in the United States Air Force and, upon its establishment, the United States Space Force, most recently as a four-star General and Chief of Space Operations, in which capacity he served as a member of the Joint Chiefs of Staff. He holds a B.S. in Administrative Management from Clemson University, an M.S. in Administrative Management from Central Michigan University and an M.A. in National Security and Strategic Studies from the Naval War College. We believe Gen. Raymond (Ret.) is qualified to serve as a member of the Board because of his distinguished military command experience, his unique experience with space operations and technology organizations.

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

    Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Gabrielle B. Toledano has served as a member of the Board since February 2025. She currently serves as Chair of our Nominating and Strategy Committees. Since 2020, Ms. Toledano has served as the Chief Operating Officer at Keystone Strategy, a global technology and advisory firm. Prior to Keystone, she was Executive in Residence for Comcast Ventures, a venture capital firm, in 2019 and Chief People Officer at Tesla, Inc., a publicly traded global automobile manufacturer, from 2017 to 2018. Ms. Toledano served as Chief Talent Officer at Electronic Arts Inc., a publicly traded video game company, from 2006 to 2017 and Chief Human Resources Officer for Siebel Systems, Inc., then a publicly traded software company, from 2002 to 2006. From 1991 to 2002, she served in human resources leadership positions with Microsoft Corp. and Oracle Corporation, both publicly traded global technology companies. From July 2021 to December 2024, she served on the Board of Directors of Velo3D, Inc., a publicly traded three-dimensional printing company. From February 2023 to 2024, she served on the Board of Directors of Vaxxinity, Inc., then a publicly traded biotechnology company. From November 2017 to April 2021, she served on the Board of Directors of Glu Mobile Inc., then a publicly traded mobile gaming company. From September 2021 to April 2023, she served on the Board of Directors of dMY Technology Group, Inc. VI, a publicly traded blank check company that redeemed its shares. Ms. Toledano serves as a member of the Boards of Directors of OnboardIQ, Inc. d/b/a Fountain, a private technology company focused on frontline workforce management, and Altanine Inc., a private pharmaceutical company. She holds a B.A. in Modern Thought and Literature and an M.S. in Education from Stanford University. We believe Ms. Toledano is qualified to serve as a member of the Board because of her extensive and varied experience as a senior executive at multiple private and public companies. Jim Frankola has served as a member of the Board since August 2025. He currently serves as a member of our Audit and Nominating Committees. Mr. Frankola most recently served as the Chief Financial Officer of and a strategic advisor to Cloudera, Inc., a publicly traded enterprise data cloud company, from 2012 to 2023. Before Cloudera, he was the Chief Financial Officer of Yodlee, Inc., a data aggregation and analytics platform, from 2010 to 2012, and of Ariba, Inc., then a publicly traded procurement and supply chain management technology provider, from 2001 to 2010. He currently serves as Lead Independent Director, and on the Audit, Talent and Compensation and Nominating and Governance Committees, of Skillsoft Corp., a publicly traded global leader in AI-native skills management. He has also previously served on the Boards of Directors of numerous publicly traded companies, including 23andme Holding Co., a personal genomics and biotechnology company, Ansys, Inc., an engineering simulation company, Cvent Holding Corp., a meetings, events and hospitality technology provider, and ActivIDentity Corporation, a credentials management and authentication company. He holds a B.S. in Accounting from Pennsylvania State University and an MBA from New York University. We believe Mr. Frankola is qualified to serve as a member of the Board because of his extensive business experience in the technology sector and his extensive public company executive officer and board experience.

  4. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees Our Nominating 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 Committee will consider the current size and composition of our Board, its and its committees’ needs and other director qualifications. While the Board has not established minimum qualifications for members, some of the factors that the Nominating 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 the Board. If the Nominating Committee determines that an additional or replacement director is required, it 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 or management. In 2025, we paid a third-party search firm to assist in identifying candidates to join the Board. In 2026, the Chief Executive Officer recommended that the Board appoint Mr. Scannell to the Board. After completing its review and evaluation of director candidates, the Nominating Committee recommends to the full Board the director nominees for selection. The Nominating Committee has discretion to decide which individuals to recommend for nomination as directors and the Board has the final authority in determining the selection of director candidates for nomination to the Board.

  5. ELECTION OF CLASS II DIRECTORS

    ELECTION OF CLASS II DIRECTORS Our Board currently consists of eight directors and is divided into three classes with staggered three-year terms. At the Annual Meeting, two Class II 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. Key Leadership Changes and Related Compensation

    | Element | Form | Amount | Key Characteristics or Considerations | | Base Salary | Cash | $500,000 | Mr. de Masi’s base salary was increased to $700,000 in August 2025 following his appointment to the additional role of Chairman of the Board. | | Target Annual Bonus | Half Cash, Half RSUs | 100% of salary | Earned based on performance against annual incentive targets. | | Annualized Long-Term Incentive, or LTI (All PSUs) | 2025 PSUs | $9,000,000 (representing one-third of a three-year grant) | Consisted of a grant of PSUs for the 2025-2027 performance cycle with cliff vesting after the three-year performance period. The number of shares (at target) was determining by dividing $27,000,000 by the stock price. (As described below, the value in the Summary Compensation Table is different due to technical accounting rules.) Earnout opportunity ranges from 0% to 200% of target shares based on achievement of | | | | | a revenue goal at the end of three years (weighted 90%) and an Algorithmic Qubits goal (weighted 10%). |

  7. Key Leadership Changes and Related Compensation

    | Form | Amount | Key Characteristics or Considerations | | RSUs that cliff vest on second anniversary | $20,000,000 | Awarded in February 2025. | | | | Intended to replace a portion of forfeited value from prior service recipient awards. |

  8. Key Leadership Changes and Related Compensation

    This RSU award was subject to reduction if Mr. de Masi forfeited less than $20,000,000 of compensation from prior service recipients. In the third quarter of 2025 the Board, without the participation of Mr. de Masi, after reviewing evidence of forfeiture in excess of $20,000,000, determined that the award should not be subject to reduction. Recognition and Promotion Grant. In August 2025 upon Mr. de Masi’s appointment to the additional role of Chairman, he received an award of RSUs with a grant date fair value of $20,000,000 that vests quarterly over three years. The grant also considered the importance of retention given our redefined business strategy, internal pay equity (including relative to the prior management team’s compensation), updated publicly available compensation information and continued recruiting experience in the AI market. Additional Stock Compensation Expense Reported in the Summary Compensation Table: In August 2025, the Compensation Committee reviewed the status of the 2025 PSU program, our updated business strategy and considerations around recruiting and ensuring equitable yet challenging opportunities. Following a thorough review, the Board, without Mr. de Masi present, at the recommendation of the Compensation Committee, approved the adjustment of all 2025 PSUs previously issued to align the revenue goals with an updated budget and business forecasts. This resulted in no change to the potential number of shares nor any acceleration of the vesting date. The applicable revenue target required to achieve maximum performance was adjusted to align with the business strategy and targets Mr. de Masi was hired to pursue. However, due to technical accounting rules, this resulted in an additional reported amount in the Summary Compensation Table for Mr. de Masi’s 2025 PSU award of $24.7 million (partly due to the increase in the stock price since the award was originally granted (from $29.93 to $44.94)). The Board believes that aligning the performance goals under to Mr. de Masi’s 2025 PSU award (and other 2025 PSUs) with our latest budget and business forecast is in our shareholders’ best interest because it involves setting goals at rigorous, yet achievable levels that would incentivize executives to execute on strategic priorities and grow stockholder value, and so is consistent with pay-for-performance goals. Mr. Singh Mr. Singh was appointed our CFO and COO on September 4, 2025. The Board determined Mr. Singh was the right person for those roles based on his extensive public-company experience and deep expertise across finance, strategy and operations. With more than three decades of leadership in the technology sector, Mr. Singh brings significant financial acumen and experience, guiding companies through periods of transformative growth. Through his prior service on the Board as Audit Committee Chair and Lead Independent Director, he played a central role in strengthening our financial foundation, shaping strategic priorities and supporting commercial expansion, positioning him to step seamlessly into these roles as we advance our technological roadmap. In connection with Mr. Singh’s appointment as CFO and COO, the Compensation Committee approved a compensation arrangement designed to attract and retain a highly experienced executive while ensuring strong alignment with shareholder value. His base salary and annual incentive opportunity were benchmarked against high-growth technology peers, with a significant portion of total compensation delivered through at-risk, equity-based awards tied to our financial, operational and strategic priorities. Annual Compensation. The key elements of Mr. Singh’s initial annual target total direct compensation are as follows:

  9. Key Leadership Changes and Related Compensation

    | Element | Form | Amount | Key Characteristics or Considerations | | Base Salary | Cash | $500,000 | Competitive annual salary. | | Target Annual Bonus | Half Cash, Half RSUs | 100% of salary | Earned based on performance against annual incentive targets. | | Annualized LTI (All PSUs) | 2025 PSUs | $6,000,000 (representing one-third of a three-year grant) | Consisted of a grant of PSUs for the 2025-2027 performance cycle with cliff vesting after the three-year performance period. The number of shares (at target) was determined by dividing $18,000,000 by the stock price on the grant date. (As described below, the value in the Summary Compensation Table is different due to technical accounting rules.) | | | | | Earnout opportunity ranges from 0% to 200% of target shares based on achievement of a revenue goal at the end of three years (weighted 90%) and an Algorithmic Qubits goal (weighted 10%). |

  10. Key Leadership Changes and Related Compensation

    | Form | Amount | Key Characteristics or Considerations | | RSUs that cliff vest on second anniversary | $15,223,815(1) | Intended to replace certain forfeited value from prior service recipient awards. | | RSUs that vest quarterly over three years | $6,750,000 | Awarded to attract Mr. Singh to the role and induce him to give up other opportunities. |

  11. Key Leadership Changes and Related Compensation

    | Initial Annual Target Compensation | | | | Base Salary | $550,000 | | | Target Annual Bonus | $412,000 | Equal to 75% of salary | | Annualized LTI | $4,000,000 (representing one-third of a three-year grant) | Consisted of a grant of PSUs for the 2025-2027 performance cycle with cliff vesting after the three-year performance period. The number of shares (at target) was determined by dividing $12,000,000 by the stock price on the grant date. (As described below, the value in the Summary Compensation Table is different due to technical accounting rules.) Earnout opportunity ranges from 0% to 200% of target shares based on achievement of a revenue goal at the end of three years (weighted 90%) and an Algorithmic Qubits goal (weighted 10%). Goals were aligned to those established in August 2025 when the Board revised the goals for previously-awarded 2025 PSUs as described above. | | New Hire Compensation | | | | Make-Whole RSU | $400,000 | Vests on the second anniversary of his start date | | Sign-On RSU | $4,500,000 | To induce him to join the Company, in light of other opportunities available to him. Vests quarterly over three years. |

  12. Key Leadership Changes and Related Compensation

    Also see the description of the adjustment of all 2025 PSUs above, which due to technical accounting rules, resulted in an additional amount set forth in the Summary Compensation Table. Mr. Dacier did not receive any additional equity awards at the time of his promotion to Chief Administrative Officer in 2025. Mr. Acosta Mr. Acosta was appointed Chief Corporate Affairs and Government Relations Officer on October 6, 2025. The Compensation Committee approved initial, annual target compensation consisting of a $500,000 base salary, target annual bonus of $375,000 (equal to 75% of his salary) and an annualized long-term incentive award of $2,500,000 (representing one-third of a three-year grant), delivered entirely of PSUs starting with the 2025-2027 performance cycle, with the number of target shares determined by dividing $7,500,000 by the closing price on his start date (same as grant date). Mr. Acosta also received a sign-on RSU grant with a grant-date fair value of approximately $6,000,000, vesting over four years with a one-year initial “cliff” and a cash award of $1,500,000, to induce him to join us, in light of other opportunities available to him. Mr. Millard Mr. Millard was appointed Chief Business Officer on November 24, 2025. The Compensation Committee approved initial, annual target compensation consisting of a $500,000 base salary, target annual bonus of $500,000 (equal to 100% of his salary) and an annualized long-term incentive target award of $3,333,333 (representing one-third of a three-year grant), delivered entirely of PSUs for the 2026-2028 performance cycle, with the number of target shares determined by dividing $10,000,000 by the closing price on his start date, which was granted in February 2026, at the time that the Company established a 2026 PSU plan and granted PSUs to other employees. Mr. Millard also received a “make whole” RSU award with a grant-date fair value of approximately $3,000,000, with two-thirds vesting on December 10, 2025 and the remainder vesting on December 10, 2027 (the Compensation Committee provided for accelerated vesting of $2 million of the “make whole” award because Mr. Millard was required immediately to repay an approximately equivalent amount (after taxes) to his prior employer), with a prorated amount of such accelerated shares subject to clawback if Mr. Millard is terminated for Cause or resigns without Good Reason. Mr. Millard also received a sign-on RSU grant with a grant-date fair value of approximately $8,000,000, vesting over four years with a one-year initial “cliff.”

  13. Stockholder Engagement

    | Cadence of equity awards and the use of front-loaded grants | • Recognized that quantum computing is among the most advanced and rapidly evolving technologies, requiring leadership from highly specialized individuals with unique, in-demand expertise and experience that is actively competed for across quantum, AI, national security, and advanced computing markets • Designed the structure and cadence of equity awards to attract and retain this specialized leadership talent, particularly in light of long development cycles, evolving leadership transition and the Company’s strategic transformation • Structured equity awards to promote long-term commitment and sustained execution, while reducing annual grant frequency and reinforcing alignment with long-term stockholder value creation • Reduced maximum payout in respect of 2025 PSU program from 300% of target applicable to prior management team under the prior PSU program to 200% of target for the current management team | | Response to the 2025 Say-on-Pay vote | • Conducted extensive outreach following our 2025 annual meeting, engaging with stockholders representing 23% of our outstanding shares to better understand voting perspectives • Identified key themes from engagements, including disclosure clarity, program complexity and equity award structure, and reflected these themes in program refinements and enhanced disclosure • Remain committed to ongoing stockholder engagement and to incorporating feedback as part of future compensation program design and governance decisions |

  14. Executive Compensation Peer Group

    Executive Compensation Peer Group Our Compensation Committee evaluates the competitiveness of our compensation programs by reference to our peer group, but does not benchmark with respect to any particular element of compensation. Through November 2025, 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 2025 executive compensation decisions:

  15. Executive Compensation Peer Group

    | A10 Networks, Inc. (ATEN) | Aeva Technologies, Inc. (AEVA) | Ambarella, Inc. (AMBA) | | Appian Corporation (APPN) | Aurora Innovation, Inc. (AUR) | C3.ai, Inc. (AI) | | Commerce.com, Inc. (CMRC) | Couchbase, Inc. (BASE) | Credo Technology Group Holding Ltd (CRDO) | | Impinj, Inc. (PI) | Jamf Holding Corp. (JAMF) | MaxLinear, Inc. (MXL) | | MicroVision, Inc. (MVIS) | Navitas Semiconductor Corporation (NVTS) | Onto Innovation Inc. (ONTO) | | QuantumScape Corporation (QS) | SiTime Corporation (SITM) | SoundHound AI, Inc. (SOUN) | | Sprout Social, Inc. (SPT) | Tenable Holdings, Inc. (TENB) | |

  16. Executive Compensation Peer Group

    A new peer group was approved by the Compensation Committee in November 2025, which reflected our rapid growth and updated strategic considerations. In selecting this peer group, the Compensation Committee looked to companies with an AI-related business platform focused on quantum computing, cloud services, networking, sensing, cybersecurity or chips. It also focused on companies with revenues and market capitalization values ranging from 0.5-to-5 times those of IonQ, reflecting common-and-accepted market practice, while retaining flexibility to add other direct talent-market competitors. The Compensation Committee also considered companies with market capitalization-to-revenue multiples in excess of 10 times, indicating high-growth potential, and also considered proxy advisor identified peers as well as peers of direct peers for reference. Following this analysis, the Compensation Committee selected the 15 companies listed below:

  17. Executive Compensation Peer Group

    | Applied Digital Corporation (APLD) | Arm Holdings plc (ARM) | Astera Labs, Inc. (ALAB) | | C3.ai, Inc. (AI) | Check Point Software Technologies (CHKP) | CoreWeave, Inc. (CRWV) | | Credo Technology Group Holding Ltd (CRDO) | DigitalOcean Holdings, Inc. (DOCN) | D-Wave Quantum Inc. (QBTS) | | Palantir Technologies Inc. (PLTR) | Rigetti Computing, Inc. (RGTI) | Samsara Inc. (IOT) | | SiTime Corporation (SITM) | SoundHound AI, Inc. (SOUN) | Snowflake (SNOW) |

  18. Elements of Compensation

    | Compensation Element | Compensation Principle | Alignment to Performance | | Base Salary | Provide competitive, fixed compensation to attract and retain exceptional talent. | Reviewed annually and informed by individual performance and peer data, among other factors. | | Annual Bonus | Connect compensation to achievement of rigorous, pre-established financial and operating goals, without encouraging inappropriate risk-taking. | Incentivizes NEOs to achieve business-critical goals using an Objectives and Key Results, or OKR, framework.(1) | | | | Penalty for underachievement and reward for over-achievement is moderate to mitigate compensation-related risk and focus on our resilience and sustainabiity over time. | | Long-Term Incentive Awards (1) PSUs | Reward long-term strategic performance that drives stockholder value growth. | Encourages focus on long-term value creation by aligning management and stockholder interests. | | (2) Service-Vesting RSUs | Retain and motivate key talent. | Ties long-term realized compensation to the stockholder experience across the vesting horizon. |

  19. Elements of Compensation

    | What We Do | | What We Do Not Do | | | ✓ | Annual Review. We annually review our executive compensation program, including identification of appropriate peer companies based on objective selection criteria 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. | | ✓ | At-Risk Compensation. Over 90% of our CEO’s and CFO and COO’s compensation, and over 85% of the rest of our currently serving NEOs’ compensation, is variable and “at risk.” | × | No Excise Tax Gross-Ups. Our Executive Severance Plan described below does not include golden parachute tax gross-up provisions. | | ✓ | Performance-Based Equity. We continue to use a mix of time- and performance-based equity as a significant part of our compensation program, with more than half of regular ongoing grant value performance-based for our NEOs. | × | No “Single-Trigger” Change-in-Control Severance Benefits. Potential Change-in-Control, or 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. | | ✓ | Stockholder Responsiveness. We have ongoing stockholder engagement to receive feedback on our executive compensation program. | × | No timing of equity grants 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. | | ✓ | Independence. Our Compensation Committee is composed solely of independent directors and makes all executive compensation decisions except those that it determines to delegate to the Board, with Mr. de Masi not participating in any discussion relating to his compensation. | × | No repricing of underwater stock options. We do not reprice underwater stock options without stockholder approval. |

  20. Executive Compensation Program Components

    (1) The 2025 ending base salary shown in this table is as of his last date of employment. 2025 Annual Incentive Compensation Our 2025 incentive compensation plan focused on incentivizing and rewarding achievement of a select set of our most business-critical goals and metrics, which are shorter-term in nature and aligned to the current year, using an OKR framework. Each year the Compensation Committee establishes a set of critical Company OKRs that drive stockholder value creation and weighting for each OKR. The set of OKRs includes committed OKRs, which are binary—the metric must be met to contribute the full weighted amount of bonus to the pool. There are also 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. Earned annual incentive compensation is paid out from 0% to 200% of applicable target amounts. Penalty for underachievement and reward for over-achievement is moderate to mitigate compensation-related risk and focus on our resilience and sustainability over time. NEOs were eligible to earn up to 200% of their target bonus based on achievement against eight equally weighted financial and technical goals. Two of the goals were to book the midpoint of 2025 revenue and bookings guidance during the year. Two of the goals were to book the high end of the 2025 revenue and bookings guidance ranges. One of the goals was to achieve #AQ64 by the end of the year. The three remaining goals were specific, competitively sensitive technical milestones relating to fidelity and error correction. We believe that the disclosure of the specific technical milestones would cause us competitive harm and are therefore not reporting them in detail. We believe that the four technical milestones represented competitive stretch targets for our technical teams. In August 2025, the Compensation Committee modified the 2025 annual incentive compensation plan to remove two metrics originally established at the beginning of 2025 that were no longer relevant based on our fast-moving growth and strategic progression. The two bookings goals were removed, with their associated targets reallocated to the revenue goals, such that each revenue goal was weighted at 50% out of a possible total of 200%. The Compensation Committee took this action for continued strategic relevance. The midpoint of the revenue guidance range was $85 million and the high end was $95 million. The Compensation Committee determined that for purposes of assessing achievement under these revenue goals, revenues attributable to acquisitions after adoption of the plan would not be considered. Additionally, the Compensation Committee reserved flexibility to adjust the amounts payable with respect to our NEOs based on individual performance factors. During 2025, no NEO’s target bonus opportunity was increased. In determining Mr. de Masi’s target bonus opportunity, the Board, without Mr. de Masi present, considered market data and the mix of total compensation elements. In setting the target bonus opportunity for the other NEOs who joined during 2025, the Board and the Compensation Committee, as applicable, did the same. In February 2026, the Compensation Committee reviewed achievement against our 2025 incentive compensation plan OKRs and determined that we had achieved the OKRs as follows: • Two of the four technical metrics, including achieving #AQ64, had been achieved, resulting in a 50% bonus contribution out of the total 200% possible achievement; • The midpoint of revenue guidance metric had been achieved, resulting in a 50% bonus contribution out of the total 200% possible achievement; and • The high point of revenue guidance metric had also been achieved at 108%, resulting in a 54% bonus contribution after applying the 50% weight, as a result of $95.8 million in eligible revenues having been achieved in 2025. As a result, the achievement percentage was 154%. The Compensation Committee determined not to exercise judgment to alter the bonus pool payable for 2025, or make any individual performance adjustments to any NEO. The following table shows the target and earned bonus amounts for each of our NEOs. Both the target and earned bonus amounts reflect proration for each applicable NEO’s start date.

  21. Executive Compensation Program Components

    | Named Executive Officer | Target Bonus as Percentage of Base Salary | Target Bonus Amount | Bonus Earned in 2025(1) | | Current Executive Officers | | | | | Niccolo M. de Masi | 100% | $501,705 | $772,625 | | Inder M. Singh | 100% | $160,985 | $247,917 | | Paul T. Dacier | 75% | $192,188 | $295,969 | | Dean P. Acosta | 75% | $89,489 | $137,812 | | Scott F. Millard | 100% | $52,083 | $80,208 | | Former Executive Officers | | | | | Peter H. Chapman(2) | 100% | $— | $— | | Thomas G. Kramer(3) | 65% | $— | $— |

  22. Executive Compensation Program Components

    Bonus amounts were earned based on a dollar amount and 50% of that dollar amount was converted to RSUs based on the closing price of our common stock on the NYSE on the day prior to the grant, rounded to the nearest whole share, and vesting in full on March 10, 2026, and 50% was paid in cash. Mr. Chapman was not eligible for an annual bonus for 2025 as a result of the discretionary cash bonus awarded to him by the Board. Mr. Kramer was released in September 2025, and he was accordingly not eligible for an annual bonus. Long-Term Incentive Compensation We use ongoing 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. 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 CEO, 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 outstanding unvested equity awards and the ability of this equity to satisfy our retention objectives, market conditions and internal equity considerations. As discussed in greater detail above, each of our NEOs who is a current employee began service as an employee in 2025 and therefore received sign-on equity grants in 2025. The PSU portion of the ongoing equity grants for each newly hired NEO was intended to represent multiple years of annual PSUs. All currently serving NEOs other than Mr. Millard received a grant of 2025 PSUs, which vest in early 2028 based on performance from 2025 through 2027. Due to his having started in late November, Mr. Millard’s PSUs are 2026 PSUs, which vest in early 2029 based on performance from 2026 through 2028. As discussed above, the Board, without Mr. de Masi present, determined that the 2025 PSU program should vest 90% based on revenue and 10% based on AQ achievement, a significant shift from the metrics used in 2023 and 2024 when the performance metrics for the PSUs were weighted equally between revenue and AQ achievement. This shift was intentional and was designed to reflect our (i) updated business strategy and forecast and (ii) decision to shift to logical qubits and physical qubits as a measure of technical development. The following table shows the different components of the amounts set forth in the Stock Awards column in the Summary Compensation Table below for our NEOs who are continuing employees and were hired in 2025:

  23. Executive Compensation Program Components

    | Name | Initial Accounting Value(1) | Incremental Value from Adjustments(2) | New Hire Make-Whole RSUs | New Hire Sign-On Inducement RSUs | Other | | Niccolo M. de Masi | $23,625,006 | $24,662,219 | $20,000,004 | $— | $19,999,996(3) | | Inder M. Singh | $36,000,007 | $— | $15,223,815 | $6,749,980 | $218,480(4) | | Paul T. Dacier | $16,699,972 | $7,735,504 | $400,011 | $4,500,008 | $— | | Dean P. Acosta | $15,000,043 | $— | $— | $6,000,001 | $— | | Scott F. Millard(5) | $— | $— | $2,999,981(6) | $7,999,981 | $— |

  24. Executive Compensation Program Components

    (1) The accounting values for the new hire PSUs set forth in the Summary Compensation Table are different than the targeted grant values described in the narrative above because this number reflects technical accounting rules, which reflect both stock price and probable outcome at the time of grant. (2) See the description of the adjustments in 2025 above to align the new PSU program with updated business strategy and other considerations. (3) See the section entitled “Recognition and Promotion Grant” above. (4) Reflects shares granted as compensation for service as a non-employee director prior to executive appointment. (5) No amounts are shown for Mr. Millard’s PSU award, because it was not granted until 2026. Mr. Millard’s “make whole” RSU award had a grant-date fair value of approximately $3,000,000, with two-thirds vesting on December 10, 2025 and the remainder vesting on December 10, 2027; if Mr. Millard were to be terminated for cause or resign without Good Reason prior December 10, 2027, he would be required immediately to repay a prorated amount of the shares.

  25. 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.

  26. Summary Compensation Table

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

  27. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Niccolo M. de Masi | 2025 | 501,705 | — | 88,287,225 | 772,625 | 20,170 | 89,581,725 | | Chairman, President & CEO | | | | | | | | | Inder M. Singh | 2025 | 160,985 | — | 58,192,283 | 247,917 | 78,008 | 58,679,193 | | CFO & COO | | | | | | | | | Paul T. Dacier | 2025 | 256,250 | — | 29,335,495 | 295,969 | 10,687 | 29,898,401 | | CAO, CLO & Secretary | | | | | | | | | Dean P. Acosta | 2025 | 119,318 | — | 21,000,044 | 137,812 | 225 | 21,257,399 | | CCAGRO | | | | | | | | | Scott F. Millard | 2025 | 52,083 | — | 10,999,963 | 80,208 | 1,192 | 11,133,446 | | CBO | | | | | | | | | Peter H. Chapman | 2025 | 495,833 | 10,000,000 | — | — | 1,824,610 | 12,320,443 | | Former President & CEO | 2024 | 505,000 | 10,000,000 | 12,169,873 | — | 693 | 22,675,566 | | | 2023 | 481,250 | — | 413,054 | 440,000 | 4,371 | 1,338,675 | | Thomas G. Kramer | 2025 | 297,498 | — | 862,058 | — | 783,173 | 1,942,729 | | Former CFO | 2024 | 409,000 | — | 954,095 | 99,500 | 5,741 | 1,468,336 | | | 2023 | 372,000 | — | 8,229,833 | 210,000 | 4,300 | 8,816,133 |

  28. Summary Compensation Table

    (1) The base salary amounts reflect the increases in base salary described in the CD&A for Mr. de Masi effective August 16, 2025 and for Mr. Kramer effective April 1, 2025. (2) The amounts reported for Mr. Chapman reflect a discretionary cash bonus awarded to Mr. Chapman by the Board, payable in two equal installments of $10,000,000 on December 31, 2024 and December 31, 2025. In connection with Mr. Chapman’s departure, he received the second installment of this bonus despite his departure before December 31, 2025. (3) The amounts reported represent the grant-date fair value of the RSUs and PSUs granted to our NEOs during the relevant year as computed in accordance with FASB ASC 718, without taking into account any estimated forfeitures related to service-vesting conditions. The PSUs granted to Mr. Chapman in 2024 were on our 2023 PSU plan. For PSUs, the grant-date fair value reported is based on the probable outcome of the performance condition as of the grant date. The aggregate grant-date fair value of the PSUs, assuming the highest level of achievement under the award, is as follows for each NEO who received a PSU award:

  29. Summary Compensation Table

    | Executive | Maximum Achievement Payout for PSUs Granted in 2023 | Maximum Achievement Payout for PSUs Granted in 2024 | Maximum Achievement Payout for PSUs Granted in 2025 | | Niccolo M. de Masi | $— | $— | $54,000,005 | | Inder M. Singh | $— | $— | $36,000,007 | | Paul T. Dacier | $— | $— | $23,999,989 | | Dean P. Acosta | $— | $— | $15,000,043 | | Peter H. Chapman | $— | $14,559,839 | $— | | Thomas G. Kramer | $19,520,755 | $— | $— |

  30. Summary Compensation Table

    In addition, for Messrs. de Masi and Dacier, the reported amounts include amounts related to the adjustment of PSUs as described in the Compensation Discussion and Analysis, as set forth in the Grants of Plan-Based Awards table below. The reported amounts represent cash payments under our annual incentive plans for the respective years and, for 2025, the aggregate payment under the applicable annual incentive plan, including both cash and equity components. As described in greater detail in the CD&A, our annual incentive program for 2025 paid out earned amounts to executives half in cash and half in RSUs that vested on March 10, 2026. The other compensation reported in this column for 2025 includes the items shown below for each executive. For prior years, the amounts reported include 401(k) matching contributions and life insurance premiums. Health and welfare benefits are not reported to the extent that these benefits are generally available to all other employees. As permitted by the SEC’s disclosure rules, we have excluded perquisites and personal benefits to the extent that the total value for any NEO is less than $10,000.

  31. Summary Compensation Table

    | Executive | Severance(a) | Cash Board Retainer(b) | 401(k) Matching Contribution | Other(c) | Total | | Niccolo M. de Masi | $— | $10,578 | $9,492 | $100 | $20,170 | | Inder M. Singh | $— | $77,733 | $— | $275 | $78,008 | | Paul T. Dacier | $— | $— | $10,312 | $375 | $10,687 | | Dean P. Acosta | $— | $— | $— | $225 | $225 | | Scott F. Millard | $— | $— | $1,042 | $150 | $1,192 | | Peter H. Chapman | $1,817,318 | $— | $7,292 | $— | $1,824,610 | | Thomas G. Kramer | $777,498 | $— | $5,250 | $425 | $783,173 |

  32. Summary Compensation Table

    (a) Represents cash severance, including continued payment of health care premiums, required to be paid to the applicable NEO pursuant to our Executive Severance Plan in connection with his departure. (b) Represents cash amounts paid to the applicable NEO in connection with his service on the Board as an Eligible Director before his appointment as an employee. (c) Represents de minimis gift cards and technology reimbursements available to all employees.

  33. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table presents information concerning each grant of a plan-based award made to a NEO in 2025.

  34. 2025 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Name | Grant Date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Niccolo M. de Masi | 02/26/2025(4) | — | — | — | — | — | 668,226 | 20,000,004 | | Chairman, President & CEO | 08/13/2025(5) | — | — | — | — | — | 485,319 | 19,999,996 | | | 02/26/2025 | — | — | 405,947 | 902,105 | 1,804,210 | — | 23,625,006 | | | 08/11/2025(6) | — | — | — | — | — | — | 24,662,218 | | | — | 501,705 | 1,003,410 | — | — | — | — | — | | Inder M. Singh | 06/18/2025(7) | — | — | — | — | — | 5,513 | 218,480 | | CFO & COO | 09/04/2025(5) | — | — | — | — | — | 160,294 | 6,749,980 | | | 11/10/2025(8) | — | — | — | — | — | 274,947 | 15,223,815 | | | 09/04/2025 | — | — | 192,353 | 427,452 | 854,904 | — | 36,000,007 | | | — | 160,985 | 321,970 | — | — | — | — | — | | Paul T. Dacier | 07/14/2025(4) | — | — | — | — | — | 9,432 | 400,011 | | CAO, CLO & Secretary | 08/13/2025(5) | — | — | — | — | — | 109,197 | 4,500,008 | | | 07/14/2025 | — | — | 127,328 | 282,952 | 565,904 | — | 16,699,972 | | | 08/11/2025(6) | — | — | — | — | — | — | 7,735,505 | | | — | 192,188 | 384,376 | — | — | — | — | — | | Dean P. Acosta | 10/06/2025(9) | — | — | — | — | — | 75,959 | 6,000,001 | | CCAGRO | 10/06/2025 | — | — | 47,475 | 94,949 | 189,898 | — | 15,000,043 | | | — | 89,489 | 178,978 | — | — | — | — | — | | Scott F. Millard | 11/24/2025(9) | — | — | — | — | — | 171,086 | 7,999,981 | | CBO | 11/24/2025(10) | — | — | — | — | — | 64,157 | 2,999,981 | | | — | 52,083 | 104,166 | — | — | — | — | — | | Peter H. Chapman | — | — | — | — | — | — | — | — | | Former President & CEO | | | | | | | | | | Thomas G. Kramer | 02/21/2025(11) | — | — | — | — | — | 27,160 | 862,058 | | Former CFO | — | 275,834 | 551,668 | — | — | — | — | — |

  35. 2025 Grants of Plan-Based Awards

    The amounts reported reflect the target and maximum performance-based incentive compensation amounts that could have been paid under the 2025 annual bonus program. The types and weighting of the performance measures under that program are described in the CD&A, and amounts earned under the plan are payable 50% in cash and 50% in RSUs. Each of Messrs. de Masi, Singh, Dacier, Acosta and Millard began employment during 2025, and they were eligible to receive prorated payments; the reported amounts reflect the applicable proration. The reported amounts also assume service throughout 2025 for Mr. Kramer, who was released before payment of the bonus, and who therefore was not eligible to receive a payment under the program. Mr. Chapman was not eligible to receive a payment under the program due to the discretionary cash bonus awarded to him. The amounts reported reflect the threshold, target and maximum number of shares of our common stock for which the PSUs granted in 2025 may be settled, based on the performance measures described in the CD&A. All such PSUs cover a performance period of January 1, 2025 through December 31, 2027 and vest in full on the date that the Compensation Committee certifies performance during the period, which must be no later than February 29, 2028. (3) This column shows the grant-date fair value of each equity award computed in accordance with FASB ASC Topic 718. These grant-date fair values do not take into account any estimated forfeitures relating to service-vesting conditions. (4) The reported securities are RSUs that vest in full on the second anniversary of the grant date, subject to continued service with us. (5) The reported securities are RSUs that vest over three years, with 1/12th of the reported shares vesting quarterly on each March 10, June 10, September 10 and December 10, subject to continued service with us. (6) The reported amounts reflect the technical accounting valuations resulting from the adjustments to PSUs approved by the Board as described in the Compensation Discussion and Analysis. (7) The reported securities are RSUs that vest in full on the earlier of (i) the date of the Company’s 2026 Annual Meeting of Stockholders and (ii) June 18, 2026, subject to continued service with us. (8) The reported securities are RSUs that vest in full on September 10, 2027, subject to continued service with us. (9) The reported securities are RSUs that vest over four years, with 25% of the reported shares vesting on December 10, 2026 and 1/16th of the reported shares vesting quarterly on each subsequent March 10, June 10, September 10 and December 10, subject to continued service with us. (10) The reported securities are RSUs, 2/3 of which vested on December 10, 2025 and 1/3 of which vest on December 10, 2027, subject to continued service with us. The reported securities are RSUs that were scheduled to vest over four years, with 1/16th of the reported shares vesting quarterly on each March 10, June 10, September 10 and December 10, subject to continued service with us. The vesting of the reported securities was accelerated in connection with the termination of Mr. Kramer’s employment on September 4, 2025.

  36. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2025. All awards were granted pursuant to the 2021 Plan.

  37. Outstanding Equity Awards at December 31, 2025

    | | | Option Awards(1) | | | Stock Awards(2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | 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 ($)(4) | | Niccolo M. de Masi | 01/14/2022 | 8,320 | 12.93 | 01/13/2032 | — | — | — | — | | Chairman, President & CEO | 05/25/2022 | 32,050 | 5.72 | 05/24/2032 | — | — | — | — | | | 06/30/2023 | 14,860 | 13.53 | 06/29/2033 | — | — | — | — | | | 02/26/2025(5) | — | — | — | 668,226 | 29,983,301 | — | — | | | 02/26/2025(6) | — | — | — | — | — | 405,947 | 18,214,842 | | | 08/13/2025(7) | — | — | — | 404,433 | 18,146,909 | — | — | | Inder M. Singh | 05/25/2022 | 10,000 | 5.72 | 05/24/2032 | — | — | — | — | | CFO & COO | 06/18/2025(8) | — | — | — | 5,513 | 247,368 | — | — | | | 09/04/2025(7) | — | — | — | 133,579 | 5,993,690 | — | — | | | 09/04/2025(6) | — | — | — | — | — | 192,353 | 8,630,879 | | | 11/10/2025(9) | — | — | — | 274,947 | 12,336,872 | — | — | | Paul T. Dacier | 07/14/2025(5) | — | — | — | 9,432 | 423,214 | — | — | | CAO, CLO and Secretary | 07/14/2025(6) | — | — | — | — | — | 127,328 | 5,713,207 | | | 08/13/2025(7) | — | — | — | 90,998 | 4,083,080 | — | — | | Dean P. Acosta | 10/06/2025(10) | — | — | — | 75,959 | 3,408,280 | — | — | | CCAGRO | 10/06/2025(6) | — | — | — | — | — | 47,475 | 2,130,203 | | Scott F. Millard | 11/24/2025(10) | — | — | — | 171,086 | 7,676,629 | — | — | | CBO | 11/24/2025(11) | — | — | — | 21,386 | 959,590 | — | — | | Peter H. Chapman | — | — | — | — | — | — | — | — | | Former President & CEO | | | | | | | | | | Thomas G. Kramer | — | — | — | — | — | — | — | — | | Former CFO | | | | | | | | |

  38. Outstanding Equity Awards at December 31, 2025

    (1) No NEO held unvested options as of December 31, 2025. (2) Under the terms of the award agreements, if an NEO experiences a covered termination, any shares of common stock subject to a then-unvested RSU or PSU award that is subject to time-based vesting will become vested. 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. (3) The market value of unvested RSUs reported in this column is calculated by multiplying the number of RSUs by the closing market price of our common stock on the NYSE on December 31, 2025, the last trading day of the year, which was $44.87 per share. (4) The market value of unvested PSUs reported in this column is calculated by multiplying the number of unvested shares underlying the PSU award by the closing market price of our common stock on the NYSE on December 31, 2025, the last trading day of the year, which was $44.87 per share. As required by Instruction 3 to Item 402(f)(2) of Regulation S-K, the number of shares reported as underlying a PSU award is calculated based on threshold achievement. (5) The reported securities are RSUs that vest in full on the second anniversary of the grant date, subject to continued service with us. (6) The reported securities are PSUs that vest in full within 60 days after December 31, 2027, subject to continued service with us and satisfaction of the applicable performance condition. (7) The reported securities are RSUs that vest ratably in 10 approximately equal quarterly installments on March 10, 2026 and each quarterly anniversary thereof, subject to continued service with us. (8) The reported securities are RSUs, granted while he was a non-employee director, that vest in full on the date of the Annual Meeting. (9) The reported securities are RSUs that vest in full on September 10, 2027, subject to continued service with us. (10) The reported securities are RSUs, of which one-quarter vest on December 10, 2026, with the remaining RSUs vesting ratably in 12 approximately equal quarterly installments thereafter on March 10, 2027 and each quarterly anniversary thereof, subject to continued service with us. The reported securities are RSUs that vest in full on December 10, 2027, subject to continued service with us.

  39. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table provides information, on an aggregate basis, regarding the stock options exercised by our NEOs in 2025 and the vesting during 2025 of RSUs and PSUs previously granted to our NEOs.

  40. 2025 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 | | Niccolo M. de Masi | — | $— | 104,277 | $4,776,237 | | Inder M. Singh | 70,480 | $2,184,608 | 53,836 | $2,403,153 | | Paul T. Dacier | — | $— | 18,199 | $869,279 | | Dean P. Acosta | — | $— | — | $— | | Scott F. Millard | — | $— | 42,771 | $2,209,978 | | Peter H. Chapman | 8,803,845 | $326,245,669 | 254,729 | $9,740,061 | | Thomas G. Kramer | 2,245,526 | $99,652,422 | 493,932 | $24,503,076 |

  41. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  42. Severance Arrangements

    | | Potential Payments Upon: | | | | | | Name | Change in Control(1) | Qualifying CIC Termination(2) | Qualifying Non-CIC Termination(3) | Post-CIC Death or Disability(4) | Non-CIC Death or Disability(5) | | Niccolo M. de Masi | | | | | | | Cash(6) | $— | $2,601,705 | $2,601,705 | $— | $— | | Acceleration of Equity Vesting(7) | $— | $132,714,467 | $63,664,697 | $80,954,903 | $40,477,451 | | Continued Health Coverage(8) | $— | $— | $— | $— | $— | | Total Benefits | $— | $135,316,172 | $66,266,402 | $80,954,903 | $40,477,451 | | Inder M. Singh | | | | | | | Cash(6) | $— | $1,160,985 | $1,035,985 | $— | $— | | Acceleration of Equity Vesting(7) | $247,368 | $58,136,174 | $21,907,718 | $38,359,542 | $19,179,771 | | Continued Health Coverage(8) | $— | $20,558 | $15,419 | $— | $— | | Total Benefits | $247,368 | $59,317,717 | $22,959,122 | $38,359,542 | $19,179,771 | | Paul T. Dacier | | | | | | | Cash(6) | $— | $1,154,688 | $1,017,188 | $— | $— | | Acceleration of Equity Vesting(7) | $— | $30,714,996 | $7,511,858 | $25,392,112 | $12,696,056 | | Continued Health Coverage(8) | $— | $23,813 | $17,860 | $— | $— | | Total Benefits | $— | $31,893,497 | $8,546,906 | $25,392,112 | $12,696,056 | | Dean P. Acosta | | | | | | | Cash(6) | $— | $870,739 | $745,739 | $— | $— | | Acceleration of Equity Vesting(7) | $— | $10,555,353 | $10,555,353 | $— | $— | | Continued Health Coverage(8) | $— | $8,319 | $6,239 | $— | $— | | Total Benefits | $— | $11,434,411 | $11,307,331 | $— | $— | | Scott F. Millard | | | | | | | Cash(6) | $— | $1,052,083 | $927,083 | $— | $— | | Acceleration of Equity Vesting(7) | $— | $11,929,004 | $3,736,000 | $8,520,723 | $4,260,362 | | Continued Health Coverage(8) | $— | $27,960 | $20,970 | $— | $— | | Total Benefits | $— | $13,009,047 | $4,684,053 | $8,520,723 | $4,260,362 |

  43. CEO Pay Ratio

    CEO Pay Ratio The information in this section has been prepared in accordance with Item 402 of Regulation S-K, and does not necessarily reflect the economic benefit actually earned, received or realized by our CEO or the method by which we make compensation determinations. For further information on our executive compensation program and the decision-making process in determining and approving CEO compensation, see the section above titled “Compensation Discussion and Analysis.” During 2025, we had two principal executive officers, Messrs. de Masi and Chapman. As permitted by SEC rules, we calculated the annual total compensation for our principal executive officer by annualizing the compensation reported in the Summary Compensation Table for Mr. de Masi, our principal executive officer as of December 31, 2025. Based on this calculation, the 2025 annual total compensation of our CEO was $90,085,395. The 2025 annual total compensation of our median compensated employee was $414,477, and the ratio of these amounts was 217 to 1. As permitted by paragraph 2 of Instruction 7 to Item 402(u) of Regulation S-K, we have omitted those of our employees who became employees as a result of our acquisition during 2025 of the following businesses: id Quantique SA, Capella Space Corp., Oxford Ionics Limited and Vector Atomics, Inc. As a result, we have excluded approximately 575 employees pursuant to this provision. Of our remaining employees at December 31, 2025, less than five percent of the aggregate number were located outside of the United States. Therefore, we excluded employees located in all other countries in determining our median compensated employee, comprising at December 31, 2025 approximately 12 in Canada, 11 in Switzerland, two in Sweden and one in Israel. The total number of our U.S. and non-U.S. employees as of December 31, 2025 (after excluding employees from newly-acquired businesses as described above), irrespective of the exemptions referred to in Item 402(u)(4)(2)(B), was 551, and the total number of our U.S. and non-U.S. employees used for our calculation as explained in this paragraph was 525. To identify our median compensated employee (other than Mr. de Masi), as our consistently-applied compensation measure, we used annual gross wages from our payroll records for 2025, which we annualized in the case of all permanent employees who were employed for less than the full year. For any employee located outside of the United States, we converted wages paid in foreign currency to U.S. dollars based on the exchange rate announced by the Board of Governors of the Federal Reserve System on December 31, 2025, the last business day of that year. We did not make a cost of living adjustment in identifying our median employee. We also excluded employees who had no compensation in 2025 (for example, employees on leave who received no wages). We then selected the median employee from this list, after excluding Mr. de Masi, and calculated annual total compensation of the median employee. The pay ratio disclosed above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment 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 compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

  44. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION

  45. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Directors who are employees of or consultants to the Company, or Affiliated Directors, are not entitled to compensation for service on the Board. Directors who are not Affiliated Directors, which we refer to as Eligible Directors, are entitled to compensation under our Non-Employee Director Compensation Policy, which was adopted by our Board. The program is periodically reviewed and revised by the Compensation Committee, which makes recommendations for Board approval based on market practice information provided by Meridian, its independent compensation consultant, to ensure continued alignment with our goals and stockholder interests. Under the current policy, Eligible Directors receive the compensation set forth in the table below. We also reimburse each of our directors for their travel expenses incurred in connection with their attendance at meetings of the Board and committees.

  46. Non-Employee Director Compensation Policy

    | Element of Compensation(1) | Annual Cash Amount(2) | Annual RSU Award Amount(3) | | Base Retainer | $150,000 | $275,000 | | Lead Director Retainer | $75,000 | $— | | Audit Committee Chair Retainer | $35,000 | $— | | Compensation / Strategy Committee Chair Retainer | $27,500 | $— | | Nominating Committee Chair Retainer | $22,500 | $— | | Audit Committee Member Retainer | $10,000 | $— | | Other Committee Member Retainer | $7,500 | $— |

  47. Non-Employee Director Compensation Policy

    (1) Amounts shown are as of December 31, 2025. Effective July 1, 2025, the Board, at the recommendation of the Compensation Committee, (i) increased the cash portion of the base retainer from $50,000 to $147,500, (ii) increased the Audit Committee member retainer from $8,000 to $10,000, (iii) increased the Compensation Committee member retainer from $6,000 to $7,500 and (iv) increased the Nominating Committee member retainer from $4,000 to $7,500. As a result of the establishment of the Strategy Committee, the Board, at the recommendation of the Compensation Committee based on an updated peer group, adopted the Strategy Committee retainers shown above. Finally, effective December 29, 2025, the Board, at the recommendation of the Compensation Committee, (i) increased the cash portion of the base retainer from $147,500 to $150,000, (ii) increased the equity portion of the base retainer from $220,000 to $275,000, (iii) increased the Lead Director retainer from $20,000 to $75,000 and (iv) increased each of the committee chair retainers by $5,000. (2) Annual cash retainers are payable in arrears in quarterly installments and are generally subject to proration for partial quarters of service. Each Eligible Director may elect to receive fully vested RSU awards in lieu of cash retainers. (3) All Eligible Directors are entitled to an annual grant of RSUs upon election. If the director’s initial election is not at an annual meeting of stockholders, then the first annual grant will be prorated based on the number of days to be served by the director during the one-year period following the last annual meeting. All annual RSU grants vest in full on the earlier of (i) the date of the following year’s annual meeting (or the date immediately before the meeting if the director’s service ends at the meeting) or (ii) the one-year anniversary of the date of grant (or, if the grant was upon an initial election not occurring at an annual meeting, then the one-year anniversary of the most recent annual meeting), subject in all cases to continued service to the Company through such vesting date. In the event of a change in control, any unvested portion would fully vest. The number of shares subject to each RSU award is determined by dividing the total RSU award value by the average closing price of our common stock over the 22 trading days ending the business day before the date of grant.

  48. Non-NEO Director Compensation Table

    Non-NEO Director Compensation Table The following table sets forth information regarding the compensation awarded to or earned for service on the Board by our Eligible Directors during 2025.

  49. Non-NEO Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | Kathryn K. Chou | 133,968 | 218,480 | — | 352,448 | | Robert T. Cardillo | 54,647 | 218,480 | 11,823,085 | 12,096,212 | | Jim Frankola | 56,936 | 179,830 | — | 236,766 | | John W. Raymond | 21,243 | 212,664 | 4,051,993 | 4,285,900 | | William J. Teuber, Jr. | 62,412 | 179,830 | — | 242,241 | | Gabrielle B. Toledano(3) | 115,849 | 427,927 | — | 543,776 | | William F. Scannell(4) | 67,171 | 218,480 | — | 285,651 | | Wendy K. Thomas(5) | 27,541 | — | — | 27,541 | | Harry L. You(6) | 14,933 | — | — | 14,933 |

  50. Non-NEO Director Compensation Table

    (1) Reflects the grant date fair value of RSU awards granted to Eligible Directors calculated by multiplying the closing market price of our common stock on the applicable grant date by the number of RSUs awarded. As of December 31, 2025, our then-serving directors (other than Mr. de Masi, about whose equity awards more information is available earlier in this Proxy Statement) held the following number of outstanding equity awards:

  51. Non-NEO Director Compensation Table

    | Name | Option Awards Outstanding (#) | Stock Awards Outstanding (#)(a) | | Kathryn K. Chou | 34,760 | 5,513 | | Robert T. Cardillo | 26,320 | 141,027 | | Jim Frankola | — | 4,413 | | John W. Raymond | — | 81,532 | | William J. Teuber, Jr. | — | 4,413 | | Gabrielle B. Toledano | — | 9,209 |

  52. Non-NEO Director Compensation Table

    (a) The amount reported for Mr. Cardillo includes 95,427 RSUs and 91,199 PSUs granted to him in his capacity as an employee. The number of shares reported as underlying the PSU award is calculated based on achievement of the threshold performance goal, i.e., 45,600 shares. The amount reported for Mr. Raymond includes equity awards granted to him in his capacity as a consultant. The amounts reported in this column represent the aggregate amounts paid to Messrs. Cardillo and Raymond in their capacities as employee and consultant, respectively, and not for their service on the Board. This includes the grant-date fair value of equity awards, reported as the grant-date fair value of any RSUs or PSUs granted, as computed in accordance with FASB ASC 718, without taking into account any estimated forfeitures related to service-vesting conditions. For PSUs, the grant-date fair value reported is based on the probable outcome of the performance condition as of the grant date. On July 23, 2025, at the recommendation of the Compensation Committee, the Board awarded Ms. Toledano a “make whole” RSU award with a grant-date fair value of $160,000, with one-third of the RSUs vesting on each of the first three anniversaries of Ms. Toledano’s election to the Board. In arriving at this determination, the Compensation Committee and the Board considered that Ms. Toledano had joined the Board shortly after a reduction from $400,000 to $220,000 in the value of sign-on equity grants to new directors and accordingly determined that a “make whole” award to Ms. Toledano would be appropriate. Ms. Toledano did not attend or otherwise participate in the portions of the meetings of the Compensation Committee or the Board at which this matter was discussed. (4) Mr. Scannell resigned from the Board on October 1, 2025. (5) Ms. Thomas retired from the Board on June 17, 2025. Mr. You resigned from the Board on February 26, 2025.

  53. 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,” or CAP, 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. We are providing the following information about the relationship between CAP to our principal executive officers, or PEOs (Peter Chapman from October 2021 through February 2025 and Niccolo de Masi from February 2025 to the present), and our other non-PEO NEOs, and certain financial performance of the Company. We refer to the Summary Compensation Table as the SCT. 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.”

  54. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | (in millions) | | | Year | SCT Total for Chapman | SCT Total for de Masi | CAP of Chapman(1) | CAP of de Masi(1) | Average SCT Total for Non-PEO NEOs(2) | Average CAP to Non-PEO NEOs(1) | TSR(3) | Peer Group TSR(3) | Net Loss(4) | Revenue(5) | | 2025 | $12,320,443 | $89,581,725 | $1,926,836 | $134,178,807 | $24,582,234 | $16,612,114 | $487.72 | $213.36 | $(510) | $130 | | 2024 | $22,675,566 | N/A | $34,141,280 | N/A | $956,619 | $44,033,560 | $454.02 | $165.92 | $(332) | $43 | | 2023 | $1,338,675 | N/A | $27,789,873 | N/A | $7,703,267 | $17,333,958 | $134.67 | $121.68 | $(158) | $22 | | 2022 | $8,482,288 | N/A | $(41,018,462) | N/A | $5,911,916 | $3,280,217 | $37.50 | $73.09 | $(49) | $11 | | 2021 | $364,500 | N/A | $24,903,634 | N/A | $10,252,472 | $25,618,719 | $181.52 | $113.81 | $(106) | $2 |

  55. PAY VERSUS PERFORMANCE

    (1) Derived by adjusting the applicable executive’s SCT compensation as shown in the table below computed in accordance with FASB ASC 718 as of the end of the respective year, other than fair values of equity awards that vest in the covered year, which are valued as of the applicable vesting date. Amounts shown for non-PEO NEOs are presented on an averaged basis. The dollar amounts reported in these columns do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year.

  56. PAY VERSUS PERFORMANCE

    | Year | Category | SCT Total | Deduct SCT Equity Awards | Add Year End Value of Unvested Awards Granted In-Year | Add Change in Value of Unvested Awards Granted in Prior Years | Add Value of Awards Granted and Vested In-Year | Add Change in Value of Vested Awards Granted in Prior Years | Deduct Value of Awards Forfeited In-Year | Compensation "Actually Paid" | | 2025 | Chapman | $12,320,443 | $— | $— | $— | $— | $(6,056,691) | $(4,336,916) | $1,926,836 | | | de Masi | $89,581,725 | $(88,287,225) | $129,085,112 | $— | $3,863,520 | $(64,325) | $— | $134,178,807 | | | Other NEOs | $24,582,234 | $(24,077,969) | $21,480,220 | $— | $1,133,637 | $(3,276,283) | $(3,229,725) | $16,612,114 | | 2024 | Chapman | $22,675,566 | $(12,169,873) | $12,245,146 | $12,606,407 | $— | $(1,215,966) | $— | $34,141,280 | | | Other NEOs | $956,619 | $(550,617) | $1,593,455 | $43,651,323 | $180,769 | $1,121,499 | $(2,919,488) | $44,033,560 | | 2023 | Chapman | $1,338,675 | $(413,054) | $413,054 | $11,881,105 | $— | $14,570,093 | $— | $27,789,873 | | | Other NEOs | $7,703,267 | $(7,069,086) | $6,093,040 | $7,556,407 | $74,498 | $3,564,500 | $(588,668) | $17,333,958 | | 2022 | Chapman | $8,482,288 | $(7,718,738) | $3,036,544 | $(30,362,467) | $548,964 | $(15,005,053) | $— | $(41,018,462) | | | Other NEOs | $5,911,916 | $(5,730,905) | $3,003,473 | $— | $95,733 | $— | $— | $3,280,217 | | 2021 | Chapman | $364,500 | $— | $— | $13,477,486 | $— | $11,061,648 | $— | $24,903,634 | | | Other NEOs | $10,252,472 | $(10,020,193) | $19,396,434 | $1,634,038 | $3,527,982 | $827,986 | $— | $25,618,719 |

  57. PAY VERSUS PERFORMANCE

    (2) The non-PEO NEOs are: (i) for 2025, Inder M. Singh, Paul T. Dacier, Dean P. Acosta, Scott F. Millard and Thomas G. Kramer; (ii) for 2024, Mr. Kramer, Rima Alameddine and Jungsang King; (iii) for 2023, Ms. Alameddine, Messrs. Kramer and Kim and Christopher Monroe; (iv) for 2022, Ms. Alameddine and Laurie Babinski; and (v) for 2021, Messrs. Kim and Kramer. (3) Total Shareholder Return, or TSR, assumes $100 invested on October 1, 2021, including reinvestment of dividends. Our peer group is the Nasdaq Computer Index. (4) 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.

  58. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR The following chart reflects the relationship between (i) the CAP of our PEOs and the average CAP of our NEOs other than the PEOs, (ii) our cumulative total shareholder return, or TSR, and (iii) the cumulative TSR of our peer group, in each case for the applicable year (except for TSR metrics, which in the case of 2021 begin with our public listing). For purposes of these charts, the amount reported as CAP of our PEOs during 2025 reflects the aggregate of the CAP of both persons serving as PEO during the applicable year.

  59. Compensation Actually Paid and Net Loss

    Compensation Actually Paid and Net Loss The following chart reflects the relationship between (i) the CAP of our PEOs and the average CAP of our NEOs other than the PEOs and (ii) our net loss, in each case for the applicable year.

  60. Compensation Actually Paid and Revenue

    Compensation Actually Paid and Revenue The following chart reflects the relationship between (i) the CAP of our PEOs and the average CAP of our NEOs other than the PEOs and (ii) our revenue, which is our Company-Selected Measure, in each case for the applicable year. Set forth below is a tabular list of the financial performance measure the Compensation Committee used to link the CAP of our NEOs in 2025 to our performance. Because fewer than three financial performance measures were used to link the CAP of our NEOs in 2025 to our performance, we list fewer than three measures below pursuant to Item 402(v)(6)(ii) of Regulation S-K.

  61. Compensation Actually Paid and Revenue

    | Financial Performance Measure | | Revenue (Company Selected Measure) |