DEF 14A of Quantum Computing Inc., Apr 30, 2026

DEF 14A of Quantum Computing Inc.

Filed Apr 30, 2026 · FY20250001213900-26-050296

Open on EDGAR

  1. INFORMATION ABOUT THE BOARD AND CORPORATE GOVERNANCE

    INFORMATION ABOUT THE BOARD AND CORPORATE GOVERNANCE

  2. Executive Officers and Board of Directors

    Executive Officers and Board of Directors Set forth below are the names of and certain biographical information about each executive officer and member of the Board. The information presented includes each officer and director’s principal occupation and business experience for the past five years and the names of other public companies of which he has served as a director during the past five years. The Board, upon the recommendation of its Nominating and Corporate Governance Committee, has nominated Dr. Yuping Huang, Dr. Carl Weimer, Dr. Javad Shabani, Robert Fagenson, Michael Turmelle and Eric Schwartz for election as directors, each to hold office until the next annual meeting of stockholders of the Company and until their successors are elected and qualified or until their earlier resignation or removal.

  3. Executive Officers and Board of Directors

    | Name | Current Age | Position | | Yuping Huang | 47 | Chief Executive Officer, President and Chairman of the Board of Directors | | Christopher Roberts | 71 | Chief Financial Officer and General Counsel | | Dr. Milan Begliarbekov | 41 | Chief Operating Officer | | Dr. Pouya Dianat | 40 | Chief Revenue Officer | | Dr. Carl Weimer | 64 | Director | | Dr. Javad Shabani | 44 | Director | | Robert Fagenson | 77 | Director and Vice Chairman of the Board of Directors | | Michael Turmelle | 67 | Director | | Eric Schwartz | 42 | Director |

  4. Executive Officers and Board of Directors

    Yuping Huang has served as the Company’s Chief Executive Officer since December 12, 2025, Interim Chief Executive Officer and President since May 13, 2025, Chairman of the Board since December 10, 2024, as Chief Quantum Officer from June 14, 2022 through December 12, 2025, and as a Director since June 14, 2022. Dr. Huang has over 20 years of experience in commercial and academic settings, with pioneering research in a wide spectrum of quantum physics, optics, and technology. Prior to joining the Company, Dr. Yuping founded QPhoton, Inc., where he served as Chairman of the Board and Chief Executive Officer from 2020 until its acquisition by the Company in 2022. QPhoton was a development stage company commercializing quantum photonic technology and devices to provide innovative and practical quantum solutions for critical challenges facing big data, cyber, remote sensing, and healthcare industries. Dr. Huang worked as a postdoctoral fellow, a research faculty member, and principal investigator at Northwestern University from 2009-2014. Dr. Huang has been a Professor of Physics at the Stevens Institute of Technology, a private research technological university in Hoboken, New Jersey, since 2014 (from 2014 to 2019 as assistant professor, from 2019-2023 as associate professor and as a full professor since 2023). Dr. Huang is the Viola W. and Elbert C. Brinning Endowed Professor at the Stevens Institute of Technology. He received a Bachelor of Science in modern physics from the University of Science and Technology of China in 2004 and a PhD in quantum AMO physics in 2009 from Michigan State University. Dr. Huang’s expertise in quantum physics and optics and leadership experience in quantum research qualifies him to serve as a member of the Board. Christopher Roberts has served as the Company’s Chief Financial Officer and General Counsel since June 20, 2025. Mr. Roberts has a law degree from the University of Virginia Law School and a B.S, in Electrical Engineering and an M.B.A., both from the Massachusetts Institute of Technology. His M.B.A. was concentrated in Finance and Management of Technology. He started his career working for Raytheon Co. (a Fortune 500 company). Thereafter, he practiced law at two large NYC law firms. Since leaving the private practice of law, Mr. Roberts has worked primarily in financial management roles with a number of government contractors in the aerospace, defense and Information technology sectors. Mr. Roberts has more than 40 years’ experience in public and private corporate finance and government contracting, including professional services, software products, and hardware manufacturing businesses. Mr. Roberts has served as the Chief Financial Officer of both public and private companies during the course of his career, including Secure Point Technologies, Systems Made Simple, Inc. (now a subsidiary of Leidos), Integral Systems Inc. (a publicly company traded on NASDAQ under the symbol “ISYS” now a subsidiary of Kratos), and Pearson Analytic Solutions (now a subsidiary of General Dynamics). From 2012 to November 2016, he worked first as the CFO, and later as the President of Systems Made Simple, Inc., a wholly owned subsidiary of Leidos. From 2018 to June 2023, Mr. Roberts served as Chief Financial Officer of the Company and from July 2023 to June 2025, Mr. Roberts served as a consultant and outside counsel to the Company. Mr. Roberts is a co-author of Antitrust for Business, and has published articles on antitrust and patent law, space policy, information technology, and corporate finance. Dr. Milan Begliarbekov has served as the Company’s Chief Operating Officer since May 2, 2025. Dr. Begliarbekov brings over 10 years of experience in the semiconductor and optical component manufacturing industry including nanofabrication and materials science. Prior to his current role Dr. Begliarbekov served as Director of Quantum Foundry since 2022. In that position he was responsible for overseeing the development and commercialization of quantum materials, devices, and technologies including thin-film lithium niobate and transition metal ferroelectrics for advanced sensing and photonic computing applications. Prior to joining the Company, he served as Manager, then Director and finally Research Assistant Professor and Director of the Nanofabrication Facility at the City University of New York (CUNY) from 2014 to 2022. In this role, he managed the design, commissioning, and operation of one of the region’s leading nanofabrication centers, supporting academic and industrial users from early-stage startups to established corporations. His responsibilities included process development, equipment oversight, and the leadership of multiple scientific collaborations. Dr. Begliarbekov holds Bachelors, Masters and PhD degrees in Physics and a Bachelor’s degree in Literature from Stevens Institute of Technology. Dr. Pouya Dianat has served as the Company’s Chief Revenue Officer since May 2, 2025. Dr. Dianat combines over 18 years of experience in the photonics industry including more than a decade in commercialization of photonic technologies and eight years as a graduate student in photonics. Previously Dr. Dianat served as the Director of Photonic Integrated Circuits (PICs) and Foundry Services, where he led the commercial offerings of the Company’s thin-film lithium niobate technology since July 2024. Dr. Dianat was the Chief Technology Officer for Nanograss Solar LLC., a company commercializing high-speed photodetectors, from 2018 to 2021. From 2021 to 2022, he was Entrepreneur-in-residence at Drexel University, while also working as a scientist at Princeton Infrared Technologies, a company focused on high-end infrared cameras. From March 2022 to July 2023, he was a Senior Photonics Engineer at Optogration, a Luminar Company, where he led commercial offerings, business development and scale-up of photonic detector chips for automotive LIDAR products. Dr. Dianat served as the Market Expert and Director of PIC and Quantum Technologies at OPTICA, a world-leading optics and photonics association, from 2023 to 2024. Dr. Dianat received his PhD and Master of Science degrees in Electrical Engineering from Drexel University, and a Bachelor of Science degree in Electrical Engineering from Sharif University of Technology, Tehran, Iran. Dr. Dianat also served a two-year Postdoctoral Fellowship at Northwestern University. Dr. Carl Weimer has served as a director of the Company since January 14, 2023. Dr. Weimer has over 25 years of experience in the aerospace industry. He has previously been involved in two companies in the aerospace industry, holding positions including Director of Research, Principal Investigator, Chief Systems Engineer and Chief Technologist. From 1994 through 2000, Dr. Weimer was a Director of Research for Ophir Corporation, an aerospace optics company. From 2000 to 2025 he was Technical Leader for Ball Aerospace & Technologies Corp. (now BAE Systems SMS) developing advanced high-reliability instrumentation, and in 2008 he was awarded a NASA Distinguished Public Service Medal for space-based lidar technologies. Since 2014 he’s been the Chief Technologist for the Civil Business Unit Leading a team performing R&D for future space missions. In addition, Dr. Weimer has been a Principal Investigator for the NASA Earth Science Technology Office since 2008, and he holds seven U.S. patents in optical systems. Dr. Weimer received a Bachelor of Science degree from Harvey Mudd College (1984) and a Master of Science (1987) and a PhD (1992) from Colorado State University, all in experimental Physics. He did his graduate and postdoctoral research in the Ion Storage Group at NIST Boulder and a second postdoc in the Optical Standards Group. Dr. Weimer’s expertise in advanced optics and leadership experience in the aerospace industry qualifies him to serve as a member of the Board.

  5. Executive Officers and Board of Directors

    Dr. Javad Shabani has served as a director of the Company since April 19, 2024. Dr. Shabani has over 13 years of experience in advanced physics and quantum information physics. Dr. Shabani has been a professor in the New York University Physics Department and director of the NYU Center for Quantum Information Physics since 2024. From 2022 to 2024, he was an Associate Professor at the NYU Physics Department. From 2017 to 2022, he was an Assistant Professor at the NYU Physics Department. From 2015 to 2017, Dr. Shabani was an Assistant Professor at the City College of New York Physics Department. From 2014 to 2015, he was a Project Scientist in the California Nanosystems Institute at the University of California Santa Barbara. He was a Postdoctoral Fellow at the Harvard University Physics Department from 2011 to 2012 and the California Nanosystems Institute at the University of California Santa Barbara from 2012 to 2014. He was awarded the IBM Q Scholar Award in 2021, and the US Air Force Young Investigator Program Award and the US Army Young Investigator Award in 2016. Dr. Shabani holds four patents in quantum physics applications and has published over 85 papers. Dr. Shabani received Bachelor of Science degrees in physics and electrical engineering from Sharif University of Technology (2004) a Master of Science in Electrical Engineering from the University of California, Santa Cruz (2005), a Master of Arts in Electrical Engineering from Princeton University (2007) and a PhD in Electrical Engineering from Princeton University (2011). Dr. Shabani’s scholarship and experience in physics and electrical engineering qualifies him to serve on the Board to help lead the Company towards continued growth and success. Robert Fagenson has served as a Director of the Company since March 2021 and as Vice Chairman since December 10, 2024. Mr. Fagenson served as a member of the board of directors of National Holdings Corporation (“NHLD”) and at various periods of time, a publicly traded holding company and its subsidiary, National Securities Corp, a licensed broker-dealer, as its Vice Chairman, CEO and Chairman from March 2012 through December 2024. NHLD was acquired by B. Riley Financial in February 2024. Mr. Fagenson was a branch owner at National Securities Corp, and subsequently at B. Riley Financial through March 2025 when he moved his office and business to Alliance Global Partners, a registered broker dealer. He has also served as president of Fagenson & Co., Inc., a family investment company, since 1982. Mr. Fagenson spent the majority of his career at the New York Stock Exchange (“NYSE”), where he was managing partner of one of NYSE’s largest specialist firms. While at the NYSE, Mr. Fagenson served as a Governor on the trading floor and was elected to the NYSE board of directors in 1993, where he served for six years, eventually becoming vice chairman of the NYSE board of directors from 1998 to 1999 and was re-elected to the Board for 2003 to 2004. Mr. Fagenson has served as director of the New York City Police Museum since 2005 and as director of the Federal Law Enforcement Officers Association Foundation since 2009. He has also served on the board of directors of Sigma Alpha Mu Foundation since 2011 and on the board of directors of New York Edge since 2015 and The New York Service for the Handicapped since 1998. Mr. Fagenson has been Vice President & Treasurer of the New York Centurion Foundation which supports various law enforcement departments and organizations in New York, New Jersey and southern Florida. In addition, Mr. Fagenson served as the non-executive chairman of Document Security Systems, Inc. from 2012 to 2018 (NYSEMKT: DSS). He is currently a member of the alumni boards of the Whitman School of Business at Syracuse University. Mr. Fagenson received his B.S. in Transportation Sciences, Supply Chain Management & Finance from Syracuse University in 1970. Mr. Fagenson’s experience in the financial services industry and in senior leadership positions qualifies him to serve as a member of the board and as chairman of the compensation committee. Michael Turmelle has served as a Director of the Company since January 2022. Mr. Turmelle has served on the board of directors of Ideal Power Inc. since December 2017 and as chairman of the Ideal Power board since 2021. From January 2018 through January 2024, Mr. Turmelle served as the Managing Director of Hayward Tyler, a United Kingdom private equity-backed manufacturer and service provider of pumps and motors, which he joined in February 2015. Mr. Turmelle also served on the boards of Hayward Tyler and Energy Steel (a Hayward Tyler subsidiary) from 2017 until January 2024. Hayward Tyler designs, manufactures, and services performance-critical electric motors and pumps to meet the most demanding of applications for the global energy industry, as both an original equipment manufacturer supplier and trusted partner. Previously, Mr. Turmelle ran his own consulting company, working with start-ups and turn-arounds in the areas of renewable energy, medical, and other advanced technologies. Mr. Turmelle has served on numerous Boards of Directors including the Board of Directors of Implant Sciences Corp., an explosive and narcotic trace detection company, where he served as Chairman of the Board from 2015 to 2017. Mr. Turmelle was Chief Financial Officer and Chief Operating Officer and a member of the Board of Directors of SatCon Technology Corporation, a maker of energy management systems, from 1992 to 2005. Mr. Turmelle was also on the Board of Directors of Beacon Power, a SatCon spin-off company dealing in flywheel energy storage, from 1996 to 2000. Mr. Turmelle has a BA in Economics from Amherst College and is a graduate of General Electric’s Financial Management Program. Mr. Turmelle’s experience as a public company director and executive as well as extensive experience in finance, business operations and technology, qualifies him to serve as a member of the Board and as chairman of the Audit committee. Eric M. Schwartz has served as a Director of the Company since March 26, 2025. Mr. Schwartz has over 20 years of experience in corporate finance, including mergers and acquisitions, corporate strategy and general corporate management. Since 2016 he has served as Managing Director of Castle Harlan, the New York private equity firm, which he first joined in 2007. Previously, Mr. Schwartz was an investment banking professional at Citigroup Global Markets, during which time he advised clients on mergers and acquisitions across a broad range of industries. Mr. Schwartz is currently a board member of several Castle Harlan portfolio companies, including Cornerstone, INNOVÉ Beauty & Wellness, and Titan. He previously served as a board member of Baker & Taylor, Caribbean Restaurants, Pretium Packaging and Shelf Drilling. Mr. Schwartz graduated Cum Laude from Duke University with a B.S.E. in Biomedical and Electrical Engineering, and he holds an M.B.A. from the Stanford Graduate School of Business, where he received the distinction of Arjay Miller Scholar. Mr. Schwartz was recommended to serve on the Company’s Board by a non-management director. Mr. Schwartz’ experience as a company director as well as his extensive experience in finance, business operations and technology, qualifies him to serve as a member of the Board.

  6. Overview

    ____________ (1) On April 11, 2025, the Board appointed Dr. Yuping Huang to serve as the Company’s Interim Chief Executive Officer and President (effective upon Dr. McGann’s resignation). On December 12, 2025, the Board appointed Dr. Huang to serve as the Company’s Chief Executive Officer, and the amended and restated employment agreement entered into in connection with that appointment is effective January 1, 2026. (2) Christopher Roberts was appointed Chief Financial Officer and General Counsel effective June 20, 2025. (3) Dr. William McGann left the Company effective May 12, 2025. (4) Christopher Boehmler left the Company effective June 19, 2025. Leadership Changes Chief Executive Officer Transition. On April 11, 2025, the Board of Directors of Quantum Computing Inc. (the “Company”) appointed Dr. Yuping Huang as Interim Chief Executive Officer and President, effective upon the effectiveness of Dr. William McGann’s resignation. On December 12, 2025, the Board appointed Dr. Huang as Chief Executive Officer, and the Company entered into an amended and restated employment agreement with Dr. Huang effective January 1, 2026. Dr. Huang continued to serve as Chairman of the Board and Chief Quantum Officer during his interim tenure. Dr. William McGann retired and resigned from his roles as Chief Executive Officer and President effective May 12, 2025, and the Company entered into a Separation Agreement and General Release with him in connection with his departure. See “Agreements with Mr. Roberts, Dr. McGann and Mr. Boehmler” below. Chief Financial Officer Transition. Effective June 20, 2025, the Board appointed Christopher Roberts as Chief Financial Officer and General Counsel. Christopher Boehmler stepped down as the Company’s Chief Financial Officer effective June 19, 2025, and the Company entered into a separation agreement with him in connection with his departure. See “Agreements with Mr. Roberts, Dr. McGann and Mr. Boehmler” below. Executive Summary Business Highlights In 2025, we delivered meaningful progress against the strategic priorities underpinning our executive compensation decisions, including building infrastructure, advancing commercialization and materially strengthening our balance sheet. We advanced our transition toward a more vertically integrated quantum photonics and integrated photonics platform, highlighted by the opening of AZ Chips Facility (as defined below), expansion of our foundry and product commercialization capabilities, deeper engagement with commercial customer and government partners, and a substantially enhanced capital position. These initiatives position us to enter 2026 with increased manufacturing capacity, broader market opportunities and greater financial flexibility. For the full year 2025, revenue increased to $682,000 from $373,000 in 2024, and we ended the year with $737.9 million in cash and cash equivalents and $782.5 million in short- and long-term investments. In addition, during 2025, we: • Scaled our manufacturing platform and advanced our commercialization roadmap. In March 2025, the Company substantially completed the buildout of its state-of-the-art TFLN chip research and development, prototyping and small-batch manufacturing facility in a leased space within Arizona State University’s Research Park in Tempe, Arizona (the “AZ Chips Facility”), ramped small-batch manufacturing, and began generating revenue from foundry-related hardware sales and services. We also initiated planning for another manufacturing facility (“Fab 2”) to support higher-volume production and our longer-term scaling objectives. These milestones represent foundational progress against our manufacturing and commercialization goals. • Expanded customer, government and strategic relationships. We reported a sale to a top five U.S. bank for our quantum security solution, continued our work with NASA on multiple programs and grants, and further demonstrated the applicability of our technology across commercial and government use cases. In the fourth quarter, we also announced a strategic collaboration with POET Technologies and introduced Neurawave, our photonics-based reservoir computer, reflecting continued investment in product innovation and market development. • Improved full-year financial performance and materially strengthened year-end liquidity. For the full year 2025, we reported revenue of $682,000, compared with $373,000 in 2024, and ended the year with $737.9 million in cash and cash equivalents and $782.5 million in short- and long-term investments. Compared with year-end 2024, cash and cash equivalents increased from $78.9 million to $737.9 million, reflecting, in part, the net proceeds from our sales of 86.3 million shares of common stock for an aggregate of $1,475.1 million during 2025 (including the October 2025 private placement that resulted in gross proceeds of approximately $750 million). • Strengthened our organization and strategic position for future growth. We continued investing in engineering, research and production talent and further strengthened our strategic position through the acquisitions of Luminar Semiconductor and NuCrypt, completed in February and March 2026, respectively. We believe these acquisitions accelerate our technology roadmap by enhancing our capabilities in integrated photonics and quantum security, and support the Company’s initiatives to further integrate and miniaturize certain offerings for commercial and government customers. We also appointed Dr. Yuping Huang as Chief Executive Officer on December 12, 2025, and entered into an amended and restated employment agreement effective January 1, 2026. We believe these actions further align leadership, operational capability and long-term shareholder value creation. 2026 Executive Compensation Program For 2026, the Compensation Committee refined the Company’s executive compensation program to further strengthen alignment between executive pay and long-term stockholder value creation and to reflect the Company’s continued evolution from foundational development toward scaled operations and revenue growth. In refining the 2026 program, the Compensation Committee considered the Company’s progress against its strategic priorities and actions taken to strengthen its long-term strategic position (including the acquisitions of Luminar Semiconductor and NuCrypt completed in early 2026). The updated program introduces greater structure, increased performance orientation, and enhanced market alignment, reinforcing a disciplined pay-for-performance philosophy. • Base Salaries. For 2026, the Compensation Committee discussed competitive market data and adopted a framework of targeting base salary positioning generally around the 25th percentile of comparable companies for the Company’s executive officers (including the CEO, CFO, CRO, COO and CTO), while retaining discretion to consider individual scope of role, experience, performance and retention considerations. • Annual incentives (cash bonuses). Beginning in 2026, annual incentives will be evaluated under a strategic scorecard framework established at the outset of the year. Consistent with this approach, annual bonus determinations will reflect both (i) Company performance against the strategic scorecard (including financial and operational priorities for 2026) and (ii) individual performance, with individual bonus determinations generally weighted 50% on Company performance and 50% on individual goals. The Compensation Committee expects to consider quantitative outcomes (including progress toward a $30 million revenue objective for 2026) together with qualitative execution against the Company’s “Build, Scale and Monetize” strategic priorities. Executive officers will be eligible for annual cash incentive opportunities of up to 50% of base salary (and up to 100% of base salary for the CEO), with actual payouts determined based on Company and individual performance.

  7. Overview

    • Long-term equity incentives. The equity awards granted in 2026 further increase performance orientation and multi-year accountability using a mix of 30% performance-based restricted stock units (“PSUs”), 20% stock options and 50% restricted stock units (“RSUs”). A significant portion of long-term incentives will be performance-based, with PSU vesting tied to relative total shareholder return over a three-year period. For 2026, PSU grants are based solely on three-year relative total shareholder return. Payout opportunities will be subject to defined performance ranges, reinforcing objective measurement and downside risk alignment. • Peer group development and market alignment. The Compensation Committee also developed a new peer group and undertook a comprehensive review of executive compensation levels and structure. Given the Company’s position in an emerging industry with limited publicly traded peers, the Committee considered both direct quantum computing companies and a broader set of analogous development-stage technology companies. These companies in the new peer group were selected based on shared characteristics, including early-stage revenue profiles, focus on advanced hardware and/or software technologies, participation in government or defense-related markets, and market capitalizations and scale reflective of the Company’s current stage. This approach supports competitive positioning for talent and capital while grounding compensation decisions in relevant market benchmarks. See “The Role of Peer Group Companies” below. • Governance practices and policies. The Compensation Committee maintains a set of compensation governance practices designed to support the 2026 program’s emphasis on performance alignment, risk management, and stockholder interests. These practices reflect current market standards and reinforce disciplined program design:

  8. Overview

    | What We Do | | What We Don’t Do | | | 🗸 | Heavy emphasis on variable compensation | ✗ | No tax gross ups | | 🗸 | Incentive Repayment (Clawback) Policy | ✗ | No supplemental executive retirement plans | | 🗸 | Double-trigger equity award vesting upon a change in control | ✗ | No hedging or pledging | | 🗸 | Use an independent compensation consultant | ✗ | No option backdating or repricing (without stockholder approval) | | 🗸 | Annual say-on-pay vote | ✗ | No significant perquisites |

  9. Overview

    Collectively, these enhancements introduce greater rigor, extend the performance horizon of pay, better align the program with evolving market practice, and more directly link executive compensation to sustained growth and long-term stockholder returns. 2025 Executive Compensation Highlights As discussed above, the Compensation Committee has implemented enhancements for 2026 to strengthen alignment with stockholder value creation and the Company’s evolving operating model. The executive compensation outcomes described below reflect the Compensation Committee’s decisions under the 2025 program design, informed by Company performance and the leadership structure in place during the year. • Base salaries. The Compensation Committee reviewed base salaries for each NEO and approved adjustments where appropriate based on role, responsibilities, market considerations, and individual performance. Additional details are provided under “Base Salary” below. • Annual incentive awards. Based on the Compensation Committee’s assessment of Company and individual performance for 2025, annual cash incentive awards were earned at below target levels. In light of the Company’s stage of development and capital priorities, these awards were delivered in the form of fully vested stock options in lieu of cash. Additional detail regarding performance considerations and payout determinations is provided under “Annual Incentives” below. • Long-term equity incentives. In 2025, the Compensation Committee granted long-term equity awards solely in the form of stock options. This approach emphasized alignment with future stockholder value creation while maintaining a disciplined use of cash. Additional information regarding the structure and value of these awards is provided under “Long-Term Equity Incentives” below. Stockholder Say-on-Pay Vote At the Company’s 2025 Annual Meeting of Stockholders, approximately 92% of the votes cast supported the advisory resolution approving the compensation of the Company’s NEOs. The Board values this strong level of stockholder support and reflects stockholder support of the Company’s executive compensation philosophy, program design, and pay-for-performance alignment. The Compensation Committee continues to consider stockholder feedback and the results of the annual advisory vote in overseeing and refining the Company’s executive compensation program. What Guides Our Program Executive Compensation Philosophy Our executive compensation philosophy is guided by principles that support attraction and retention, align with our business strategy, and create long-term stockholder value: • Competitive: Compensation is designed to attract and retain top talent by aligning with market benchmarks for similar roles. • Aligned with strategy: Pay programs are structured to support both annual objectives and long-term business plans. • Performance-driven: Variable incentives are tied to specific goals that drive stockholder value over the long term. • Governed with integrity: Decisions are grounded in rigorous governance standards and disciplined processes. Executive Compensation Decision-Making Process The Role of the Compensation Committee. The Compensation Committee of the Board of Directors is responsible for overseeing the Company’s executive compensation programs and policies. The Committee is composed entirely of directors who meet the independence requirements of the Nasdaq Corporate Governance Rules and other applicable legal standards. In fulfilling its responsibilities, the Compensation Committee reviews executive compensation strategy, evaluates program effectiveness, and works with management and any independent compensation consultant retained by the Committee. Pursuant to its charter, the Compensation Committee annually reviews goals and objectives relevant to the CEO’s compensation, evaluates the CEO’s performance in light of those goals and objectives, and determines and recommends the CEO’s compensation to the independent members of the full Board for approval. The Compensation Committee approves the compensation of the Company’s other executive officers and oversees the Company’s broader compensation and benefit programs. The Committee also reviews and recommends to the Board compensation for non-employee directors. The Compensation Committee has the authority to retain independent compensation advisors and to approve their fees and retention terms. The Committee’s authority and responsibilities are set forth in its charter, which is available on the Company’s website at www.quantumcomputinginc.com under “Investor Relations” and “Governance.” The Role of Management. Members of the Company’s management team attend Compensation Committee meetings, as appropriate, to provide information and analysis regarding executive compensation matters, Company and individual performance, and competitive market practices. Management supports the Committee’s review by supplying data, recommendations, and operational insight; however, only members of the Compensation Committee may deliberate and vote on matters relating to executive compensation. The CEO provides recommendations to the Compensation Committee regarding the compensation of the Company’s other executive officers. The Compensation Committee reviews and approves compensation decisions for executive officers other than the CEO. The CEO does not participate in the Committee’s deliberations or recommendations concerning his own compensation. Consistent with the Compensation Committee’s charter, the independent members of the full Board make the final determination regarding the CEO’s compensation based on the Compensation Committee’s recommendation. The Role of the Independent Consultant. The Compensation Committee has sole authority to retain and terminate its independent compensation consultant, to approve the consultant’s fees and other engagement terms, and to oversee the consultant’s work. In July 2025, the Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant. Since its engagement, Pearl Meyer has provided the Compensation Committee with market intelligence, peer group assessment, and advisory support on executive and director compensation matters, including evaluation of compensation structure, pay levels, and governance practices. In connection with the engagement of Pearl Meyer, the Compensation Committee assessed the independence of the firm in accordance with applicable NASDAQ and SEC rules and determined that the engagement did not give rise to any conflict of interest. The Role of Peer Group Companies. The Compensation Committee seeks to establish competitive total compensation opportunities for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting 2026 compensation levels, the Compensation Committee considered publicly-available data for a group of peer companies listed below, together with executive compensation survey data, where appropriate. In selecting the compensation peer group, the Compensation Committee considered companies that compete with the Company for business opportunities, executive talent, and investment capital, as well as companies with similar business and operating characteristics. Given the Company’s position in an emerging industry with a limited number of directly comparable publicly traded peers, the Compensation Committee also included a broader set of development-stage technology and defense-oriented companies with analogous profiles. Selection criteria the compensation peer group generally included: • Industry and business focus: U.S.-listed technology companies, including those operating in quantum computing, photonics, optics, and related advanced hardware sectors, as well as development-stage defense or government-focused contractors

  10. Overview

    ____________ (1) On April 11, 2025, Dr. Yuping Huang was appointed Interim Chief Executive Officer and President, effective May 13, 2025. On December 12, 2025, the Board appointed Dr. Huang to serve as the Company’s Chief Executive Officer, and the amended and restated employment agreement entered into in connection with that appointment is effective January 1, 2026. (2) Christopher Roberts was appointed Chief Financial Officer and General Counsel effective June 20, 2025. Annual Incentives (Cash Bonus) Each NEO is eligible to receive an annual cash bonus pursuant to the terms of his employment agreement. Target bonus opportunities are expressed as a percentage of base salary and reflect the executive’s level of responsibility and ability to impact Company performance. In determining target opportunities, the Compensation Committee considers competitive market data, internal equity, and scope of role. For 2025, target bonus opportunities for the NEOs serving at the end of 2025 were as follows:

  11. Overview

    | Name | 2025 Base Salary ($) | 2025 Target Bonus Opportunity (%) | 2025 Target Bonus Opportunity ($) | | Dr. Yuping Huang(1) | $400,000 | 30% | $120,000 | | Christopher Roberts(2) | $370,000 | 50% | $185,000 | | Dr. Milan Begliarbekov | $248,000 | 10% | $24,800 | | Yong Meng Sua | $220,000 | 30% | $66,000 | | Dr. Pouya Dianat | $234,000 | 20% | $46,800 |

  12. Overview

    For a description of the material terms of these arrangements with our named executive officers, as well as an estimate of the potential payments and benefits payable under various termination and change-in-control scenarios, see “Employment Agreements and Change-in-Control Provisions” below. This discussion is intended to explain the material factors underlying our compensation policies and decisions, including how and why we structured these arrangements as we did. Tax and Accounting Considerations The Compensation Committee considers tax and accounting considerations in structuring our executive compensation program. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally disallows tax deductions for compensation paid by public companies to certain executive officers for compensation over $1 million in any year. Nonetheless, the Compensation Committee believes that stockholder interests are best served if the T&C Committee’s discretion and flexibility in awarding compensation are not restricted, even though some compensation awards may result in non-deductible compensation expenses. Thus, the Compensation Committee reserves the ability to approve compensation that is not deductible for income tax purposes, when the Compensation Committee determines that such compensation is appropriate.

  13. Summary Compensation Table

    Summary Compensation Table The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the Company’s executive officers whose total compensation for the year ended December 31, 2025, was at least $100,000 (the “named executive officers” or “NEOs”) by us during the years ended December 31, 2025, 2024 and 2023.

  14. 2025 EXECUTIVE OFFICER COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Yuping Huang | 2025 | 401,309 | 22,501 | 0 | 84,395 | 0 | 508,205 | | Chief Executive Officer, President and Chairman | 2024 | 380,369 | 33,751 | 0 | 0 | 0 | 414,120 | | | 2023 | 400,300 | 0 | 106,496 | 0 | 0 | 506,796 | | Christopher Roberts(1) | 2025 | 188,844 | 0 | | 1,354,493 | 0 | 1,543,337 | | Chief Financial Officer | 2024 | 277,768 | 0 | 36,800 | 0 | 0 | 314,568 | | | 2023 | 431,551 | 0 | 97,664 | 0 | 0 | 529,215 | | Chris Boehmler(2) | 2025 | 235,771 | 28,125 | 0 | 253,185 | 0 | 517,081 | | Former Chief Financial Officer | 2024 | 300,451 | 70,313 | 174,000 | 313,062 | 0 | 857,826 | | | 2023 | 260,246 | 5,000 | 75,648 | 163,101 | 0 | 503,995 | | William J. McGann(3) | 2025 | 233,320 | 0 | 0 | 0 | 0 | 233,320 | | Former Chief Executive Officer and President | 2024 | 402,216 | 42,188 | 0 | 151,911 | 0 | 596,314 | | | 2023 | 403,074 | 0 | 207,488 | 0 | 0 | 610,562 | | Robert Liscouski(4) | 2025 | 33,333 | 0 | 0 | 0 | 0 | 33,333 | | Former Chief Executive Officer and President | 2024 | 33,490 | 0 | 193,200 | 0 | 366,667(5) | 593,357 | | | 2023 | 403,130 | 0 | 0 | 75,263 | 0 | 478,393 |

  15. Grant of Plan-Based Awards for Fiscal Year 2025

    Grant of Plan-Based Awards for Fiscal Year 2025

  16. Grant of Plan-Based Awards for Fiscal Year 2025

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards Target ($) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Yuping Huang | — | — | — | — | — | | 2025 Cash Bonus | — | $200,000(1) | — | — | — | | 2024-25 Equity Bonus | 2/19/2025 | — | 14,350(2) | $7.96 | $84,395 | | Chris Boehmler | — | — | — | — | — | | 2025 Cash Bonus | — | $150,000(1) | — | — | — | | 2024-25 Equity Bonus | 2/19/2025 | — | 43,050(2) | $7.96 | $253,185 | | William McGann | — | — | — | — | — | | 2025 Cash Bonus | — | $205,000(1) | — | — | — | | 2024-25 Equity Bonus | 2/19/2025 | — | 25,830(2) | $7.96 | $151,911 | | Christopher Roberts | — | — | — | — | — | | 2025 Cash Bonus | — | $185,000(1) | — | — | — | | 2025 Employment | 7/11/2025 | — | 300,000(3)(4) | $17.43 | $1,354,493 |

  17. Grant of Plan-Based Awards for Fiscal Year 2025

    ____________ (1) Target represents the 2025 cash bonus program target amount and was based upon key corporate strategic objectives and individual performance covering the period from January 1, 2025 through December 31, 2025 and was paid in March 2026. Mr. Boehmler and Dr. McGann did not receive cash bonus payments in 2026 as they retired prior to the end of 2025 (2) Shares represent number of shares underlying stock options granted under the 2022 Equity Incentive Plan to named executives pursuant to the 2024-2025 equity bonus program (3) Mr. Roberts was not an employee of the Company in 2024 and did not participate in the 2024-2025 equity incentive program (4) Mr. Roberts employment agreement is discussed elsewhere in this proxy.

  18. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth information regarding equity awards held by our named executive officers as of December 31, 2025:

  19. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | | Chris Boehmler(1) | 0 | 0 | NA | | | | | William J. McGann(2) | 0 | 0 | NA | | | | | Robert Liscouski(3) | 0 | 0 | NA | | | | | Yuping Huang(4) | 300,000 | 100,000 | 2.37 | October 12, 2027 | | | | Yuping Huang | 14,350 | 0 | 7.96 | February 19, 2030 | | | | Christopher Roberts(5) | 400,000 | 0 | 6.85 | April 26, 2026 | | | | Christopher Roberts | 100,000 | 200,000 | 17.43 | July 11, 2030 | | |

  20. Outstanding Equity Awards at Fiscal Year End

    ____________ (1) Mr. Boehmler exercised his stock options during 2025, after stepping down as Chief Financial Officer. (2) Dr. McGann exercised his stock options during 2025, after stepping down as Chief Executive Officer. (3) Mr. Liscouski exercised his stock options during 2025. (4) 100,000 of Dr. Huang’s stock options expiring October 12, 2027 vested on each of October 12, 2022, October 12, 2023 and October 12, 2024, and the remaining 100,000 options vested on October 12, 2025. All of Dr. Huang’s options expiring February 19, 2030 vested on February 19, 2025. (5) 150,000 of Mr. Roberts’ stock options expiring April 26, 2026 vested upon grant, and the remainder vested 83,333 on April 26, 2022, 83,333 on April 26, 2023 and 83,334 on April 26, 2024. 100,000 of Mr. Roberts stock options expiring July 11, 2030 vested upon grant, and 100,000 will vest July 11, 2026 and 100,000 will vest July 11, 2027.

  21. Option Exercises and Stock Vested in Fiscal Year 2025 Table

    Option Exercises and Stock Vested in Fiscal Year 2025 Table The following table sets forth the number of shares acquired by exercise of stock options and the value realized upon the vesting of RSUs during the fiscal year ended December 31, 2025, by each of our Named Executive Officers.

  22. Option Exercises and Stock Vested in Fiscal Year 2025 Table

    | Name | Options Exercised | Shares acquired | RSUs vesting ($ amount) | | Christopher Roberts | 545,000 | 366,012 | 0 | | Chris Boehmler | 568,050 | 508,238 | 541,280 | | Yuping Huang | — | — | 0 | | Bill McGann | 1,560,830 | 1,080,069 | 0 | | Robert Liscouski | 2,375,000 | 1,648,415 | 0 |

  23. Director Compensation

    Director Compensation During the year ended December 31, 2025, the Company’s non-employee directors each received compensation of a grant of 100,000 stock options, plus a cash stipend of $15,000 per quarter for their services as directors, plus an additional stipend of $3,000 per quarter if they also served as the Vice Chairman and the Chair of the Audit Committee, and an additional $1,500 per quarter each to the Chairs of the Risk, Compensation, and Nominating and Governance committees. Amounts are prorated to the length of service per quarter. The following table presents the total compensation earned and paid to non-employee members of the Board for the fiscal year ended December 31, 2025. In addition to the compensation outlined below, we reimburse non-employee Directors for reasonable travel expenses and out-of-pocket costs incurred in attending meetings of the Board or events that they attend on behalf of the Company.

  24. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Stock Options ($) | Total ($) | | Eric Schwartz | 46,667 | 0 | 464,519 | 511,186 | | Michael Turmelle | 72,000 | 0 | 604,823 | 676,823 | | Carl Weimer | 66,000 | 0 | 604,823 | 670,823 | | Robert Fagenson | 78,000 | 0 | 604,823 | 682,823 | | Javad Shabani(2) | 66,000 | 0 | 604,823 | 670,823 |

  25. Director Compensation

    ____________ (1) Eric Schwartz joined the Board on March 26, 2025 and his Q1 payment was prorated accordingly.

  26. Pay versus Performance Table

    Pay versus Performance Table The following table shows the total compensation for the named executive officers as set forth in the Summary Compensation Table, the compensation “actually paid” (“CAP”) to the NEOs, the Company’s total shareholder return (“TSR”), and our net income for the years ended December 31, 2025, 2024 and 2023. The tables below reflect the changes to stock-based compensation expense resulting from the Company’s restatement of its audited consolidated financial statements for the periods ended December 31, 2023 and 2022. 2025 Pay vs. Performance Table

  27. Pay versus Performance Table

    | Fiscal Year | Summary compensation table total for PEO(1) | Compensation actually paid to PEO(1)(3) | Average summary compensation table total for non-PEO NEOs(2) | Average compensation actually paid to non-PEO NEOs(2)(3) | Value of initial fixed $100 investment based on total shareholder return | Net income (loss) ($000) | | 2025 | $508,205 | $(205,190) | $581,768 | $804,258 | $73 | (18,674) | | 2024 | $444,403 | $4,666,037 | $415,150 | $5,398,927 | $117 | (68,542) | | 2023 | $472,237 | $542,822 | $479,799 | $472,501 | $6 | (27,883) | | 2022 | $5,093,339 | $4,190,690 | $1,842,251 | $1,543,905 | $11 | (38,593) | | 2021 | $2,264,400 | $1,461,900 | $2,279,058 | $938,308 | $24 | (27,898) |

  28. Pay versus Performance Table

    ____________ (1) In the table above, our PEO in 2025 is Yuping Huang, PEO in 2024 is William McGann, and in 2021, 2022 and 2023 our PEO is Robert Liscouski. (2) The non-PEO NEOs for each applicable year are as follows: – 2025: Christopher Boehmler, Christopher Roberts, William McGann, and Robert Liscouski – 2024: Christopher Boehmler, Yuping Huang, and Robert Liscouski – 2023: Christopher Boehmler, Christopher Roberts, Yuping Huang, William McGann, and David Morris (3) The SEC rules require that certain adjustments be made to the Summary Compensation Table (“SCT”) totals to determine CAP, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine CAP:

  29. Pay versus Performance Table

    | Year | Executives | SCT total ($) | Deduct grant date fair value of stock awards & option awards ($) | Add year- end fair value of unvested equity granted in the year ($) | Add year- over-year change in fair value of outstanding and unvested equity granted in prior years ($) | Add fair value as of vesting date of equity awards granted and vested in the year ($) | Add year- over-year change in fair value of equity awards granted in prior years that vested in the year ($) | Deduct fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year ($) | | 2025 | PEO | 508,205 | (84,395) | — | — | — | (629,000) | | | | Non-PEO NEOs (average) | 581,768 | (401,920) | 513,000 | — | 622,472 | (511,063) | | | 2024 | PEO | 444,403 | — | — | — | 165,672 | 4,055,962 | | | | Non-PEO NEOs (average) | 415,150 | (142,359) | 1,112,210 | 1,216,196 | 139,280 | 2,658,450 | | | 2023 | PEO | 472,237 | (69,107) | 71,017 | (76,268) | 214,583 | (69,640) | — | | | Non-PEO NEOs (average) | 479,799 | (130,079) | 64,319 | (69,041) | 194,357 | (66,853) | — |

  30. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The Pay versus Performance table above and the charts below illustrate the following: CAP to our PEO and non-PEO NEOs has not consistently moved in line with our TSR, that is, decline in our TSR in 2022 was not accompanied by declining PEO or NEO compensation. In 2023, however, our TSR and CAP both declined, and in 2024 the TSR and CAP both increased, and in 2025 the TSR and CAP both declined. The CAP definition of pay reflects changes in the value of unvested and vested equity, so changes in the value of our stock price were similarly reflected in the value of equity (both unvested and vested) as compared to grant-date SCT values of pay. The increases and decreases in the value of our stock price were also reflected in the difference between the SCT and CAP for the PEO and non-PEO NEOs in each year. In 2025 the value of outstanding equity held by our PEO and non-PEO NEOs decreased, but in 2024 the value of outstanding equity held by our PEO and non-PEO NEOs increased. In 2023 and 2021, however, the value of outstanding equity held by our PEO and non-PEO NEOs declined and resulted in a negative impact on CAP for both our PEO and the non-PEO NEOs. Total CAP for our PEO and non-PEO NEOs decreased in 2023 compared with 2022 but did increase in 2022 compared to 2021, due to equity grants related to our acquisition of QPhoton, Inc. that closed in 2022. We expect that as the market value of the Common Stock increases, CAP values would also increase given both the equity tie to stock price and the potential impact of positive financial results on incentive payouts. CAP does not move in line with our net income, as the measure can be volatile year-over-year due to accounting requirements, such as the inclusion of estimated values of equity grants, changes in the value of inventories, acquisitions, and intangible asset amortization, and related metrics. As such, we use other key measures of financial performance for a growing company, such as revenue, bookings, and EBITDA margin, in our incentive programs.

  31. CHIEF EXECUTIVE OFFICER PAY RATIO

    CHIEF EXECUTIVE OFFICER PAY RATIO For the fiscal year ended December 31, 2025: • The median of the annual total compensation of all employees of the Company (other than the Chief Executive Officer) was $87,877. • The annual total compensation of Dr. Yuping Huang, our Chief Executive Officer, as reported in the Summary Compensation Table, was $508,205. Based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was 5.8 to 1. We believe this pay ratio to be a reasonable estimate, calculated in a manner consistent with Item 402(u) of Regulation S-K. For purposes of determining our median employee, we examined the compensation of all individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2025. We used total cash compensation (base salary and cash bonuses paid during the fiscal year) as our consistently applied compensation measure to identify our median employee. We believe this measure reasonably reflects the annual compensation of our employees. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for calculating the compensation of our named executive officers as set forth in the Summary Compensation Table. The SEC’s rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as each company’s pay ratio is based on its unique employee population, compensation practices and calculation methodology.

  32. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS The Board is currently comprised of six directors. A total of six directors will be elected at the Annual Meeting to serve until the next annual meeting of stockholders to be held in 2027 and until their successors are duly elected and qualified. The terms of all of the Board members currently in office expire at the Annual Meeting, and they have each been nominated by the Board for re-election at the Annual Meeting and are all standing for re-election. The person named as “proxy” will vote the shares represented by all validly submitted proxies in accordance with the specifications of the stockholders submitting such proxies. If no choice has been specified by a stockholder, the shares will be voted FOR the election of each of the Board’s nominees. If at the time of the Annual Meeting any of the nominees named below should be unable or unwilling to serve, which event is not expected to occur, the discretionary authority provided in the proxy will be exercised to vote for such substitute nominee or nominees, if any, as shall be designated by the Board. If a quorum is present, the nominees for directors receiving the highest number of FOR votes will be elected.

  33. NOMINEES FOR ELECTION AS DIRECTOR

    NOMINEES FOR ELECTION AS DIRECTOR

  34. Interests of Directors and Executive Officers

    Interests of Directors and Executive Officers Our current directors and executive officers have substantial interests in the matters set forth in this proposal since equity awards may be granted to them under the Plan.