DEF 14A of Rigetti Computing, Inc., Apr 29, 2024

DEF 14A of Rigetti Computing, Inc.

Filed Apr 29, 2024 · FY20230001558370-24-006104

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. General

    General Our Certificate of Incorporation provides for a classified Board of Directors consisting of three classes of directors. Currently, Class I consists of three directors, Class II consists of three directors (and will consist of two directors as of the Company’s 2024 Annual Meeting) and Class III consists of two directors. Each class serves a staggered three-year term. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors, unless the Board of Directors determines by resolution that any such vacancies shall be filled by the stockholders. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class or until the director’s successor is duly elected and qualified or the director’s earlier death, resignation or removal. There are currently no vacancies on the Board of Directors. Our Board of Directors currently consists of eight directors. There are three directors in Class II whose term of office expires in 2024. On February 22, 2024, David Cowan, a Class II director, notified the Company that he would not stand for re-election to the Board of Directors of the Company upon the completion of his current term, which expires at the Company’s 2024 Annual Meeting. Effective immediately before the opening of the polls for the election of directors at the Annual Meeting, the size of the Board of Directors will be reduced and will consist of seven directors. The Company thanks Mr. Cowan for his commitment and service to the Company. Upon the recommendation of the Nominating and Corporate Governance Committee of our Board of Directors, our Board of Directors has nominated Mr. Thomas J. Iannotti and Dr. Alissa M. Fitzgerald for election as Class II directors at the Annual Meeting. Each member of our Board of Directors, except Dr. Subodh Kulkarni and Thomas J. Iannotti, were initially elected to our Board of Directors in connection with a series of transactions (the “Business Combination”) on March 2, 2022 (the “Closing Date”), in which we consummated the transactions contemplated by that certain Agreement and Plan of Merger dated as of October 6, 2021, as amended on December 23, 2021 and January 10, 2022 (as amended, the “Merger Agreement”), by and among Supernova Partners Acquisition Company II, Ltd. (“Supernova”), Supernova Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Supernova (“First Merger Sub”), Supernova Romeo Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Supernova (“Second Merger Sub”), and Rigetti Holdings, Inc., a Delaware corporation (“Legacy Rigetti”). The biographies below under “Information Regarding Director Nominees and Current Directors” include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director nominee that led the Nominating and Corporate Governance Committee to believe that each nominee should continue to serve on the Board of Directors. If you elect the nominees listed above, they will each hold office until the 2027 Annual Meeting of Stockholders or until each of their successors has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Both nominees are currently serving on our Board of Directors and have consented to being named in this proxy statement and to serve if elected. If any of these nominees ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board of Directors. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THOMAS J. IANNOTTI AND ALISSA M. FITZGERALD AS A CLASS II DIRECTOR. (PROPOSAL 1 ON YOUR NOTICE OF INTERNET AVAILABILITY)

  3. BOARD AND CORPORATE GOVERNANCE MATTERS

    BOARD AND CORPORATE GOVERNANCE MATTERS

  4. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

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

  5. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

    | Name | Age | Position | Director Since | | Class I directors continuing in office until the 2026 Annual Meeting of Stockholders | | | | | Subodh Kulkarni | 59 | President & Chief Executive Officer and Director | 2022 | | Ray Johnson | 68 | Director | 2022 | | H. Gail Sandford | 61 | Director | 2022 | | Class II director nominees for election at the 2024 Annual Meeting of Stockholders | | | | | Alissa M. Fitzgerald | 54 | Director | 2022 | | Thomas J. Iannotti | 67 | Director | 2023 | | Class III directors continuing in office until the 2025 Annual Meeting of Stockholders | | | | | Cathy McCarthy | 76 | Director | 2022 | | Michael Clifton | 44 | Director | 2022 |

  6. INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS

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

  7. Nominees for Election at the 2024 Annual Meeting of Stockholders

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

  8. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders Cathy McCarthy. Ms. McCarthy has served as a member of the Board of Directors since March 2022, and served as Chair of the Board of Directors from July 15, 2022 to October 30, 2023. Ms. McCarthy previously served as a member of Legacy Rigetti Board of Directors from July 2021 until the consummation of the Business Combination. Ms. McCarthy has served as President and CEO of Cross Tack Consulting, a strategy consulting firm, since 2011. Ms. McCarthy previously served as Chief Executive Officer and as Chief Financial Officer of SM&A, a publicly traded company specializing in business capture and program services support services to government contractors. Ms. McCarthy served on the Board of Directors, compensation committee and audit committee of Solta Medical, Inc., prior to its merger with Valeant Pharmaceuticals International, Inc. She currently serves as a Board of Directors member and audit committee chair of the Middleby Corporation, a publicly-traded company in the foodservice equipment industry. Ms. McCarthy began her career at Mellon Bank, N.A., where she was Vice President of several lending departments and was responsible for oversight of highly leveraged and distress assets. The Nominating and Corporate Governance Committee of our Board of Directors and our Board of Directors believe Ms. McCarthy is qualified to serve as a member of the Board of Directors because of her extensive experience and prior public Board of Directors and audit committee experience. Michael Clifton. Mr. Clifton has served as a member of the Board of Directors since March 2022. Mr. Clifton currently serves as a Partner at Falfurrias Management, where he helps lead Falfurrias Growth Partners. He served as a director and Chief Financial Officer of Supernova Partners Acquisition Company III Ltd. until March 2023 and April 2023, respectively, and as a director and Chief Financial Officer of Supernova Partners Acquisition Company II, Ltd. until March 2022. Prior to that he was a senior investment professional at The Carlyle Group from 2010 to 2020 as a member of its flagship U.S. Buyout team where he helped lead Carlyle’s investing activities in the technology and business services sectors. During his tenure with Carlyle, he worked on transactions involving companies in multiple sectors, including enterprise software, financial technology, semiconductors, and IT services. He has served on four private Board of Directors and has been a Board of Directors observer of a public company. Over his career, Mr. Clifton has been involved in several leveraged buyouts, growth investments, and carve-outs. Mr. Clifton has substantial public market experience and has helped lead the public offerings of three companies. Prior to joining Carlyle, Mr. Clifton worked at two middle market private equity firms, as well as in the M&A group of Bank of America Securities. He earned a Bachelor of Arts, cum laude, in classics from Davidson College, and an MBA with High Distinction from the Harvard Business School where he was a Baker Scholar. The Nominating and Corporate Governance Committee of our Board of Directors and our Board of Directors believe Mr. Clifton is qualified to serve on the Board of Directors due to his corporate finance experience and experience investing in technology companies, including semiconductor businesses.

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

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Subodh Kulkarni. Dr. Subodh Kulkarni has served as President, Chief Executive Officer and director of Rigetti since December 2022. Dr. Kulkarni previously served as president, chief executive officer, and member of the Board of Directors of CyberOptics Corporation (“CyperOptics”), a developer and manufacturer of high precision sensors and inspection systems for the semiconductor and electronics industry. He held these roles from 2014 until CyberOptics was acquired by Nordson Corporation in November 2022. Prior to CyberOptics, Dr. Kulkarni was chief executive officer of Prism Computational Sciences, a developer of software tools for scientific and commercial applications in the semiconductor industry. Earlier in his career, he held additional leadership positions, including chief technology officer and senior vice president of OEM/Emerging business, global commercial business, R&D and manufacturing at Imation, a global scalable storage and data security company. Dr. Kulkarni began his career in research and management positions with 3M Corporation and IBM. He received his B.S. in chemical engineering from the Indian Institute of Technology, Mumbai, and later obtained a M.S. and Ph.D. in chemical engineering from MIT. Dr. Kulkarni currently serves on the Board of Directors of KeyTronic Corporation, a publicly traded electronics manufacturing services company, as well as chairman of the Board of Directors of Prism Computational Sciences. The Nominating and Corporate Governance Committee of our Board of Directors and our Board of Directors believe Dr. Kulkarni is well qualified to serve on our Board of Directors because of his prior leadership and officer positions at technology and software companies. Ray Johnson. Dr. Johnson has served as a member of the Board of Directors since March 2022 and previously served as a member of the Legacy Rigetti Board of Directors from August 2019 until the consummation of the Business Combination. He has served as Chief Executive Officer of the Technology Innovation Institute since August 2021, and also has served as Operating Partner at Bessemer Venture Partners since July 2020, after joining Bessemer Venture Partners as an Executive In Residence in June 2015. Prior to that, Dr. Johnson served as Senior Vice President and Chief Technology Officer of the Lockheed Martin Corporation from July 2006 to February 2015. He also served as Senior Vice President and Chief Operating Officer of Modern Technology Solutions, Inc. from June 2005 to July 2006 and as Senior Vice President and Business Unit General Manager at SAIC from January 1996 to June 2005. Dr. Johnson is also a member of the Board of Directors of Xanadu Quantum Technologies. Dr. Johnson received a B.S. in electrical engineering from Oklahoma State University and a PhD. and M.S. in electrical engineering from the U.S. Air Force Institute of Technology. The Nominating and Corporate Governance Committee of our Board of Directors and our Board of Directors believe Dr. Johnson is qualified to serve as a member of the Board of Directors because of his integral involvement in the technology industry, generally, and management roles at global venture capital firms. H. Gail Sandford. Ms. Sandford, NACD.DC, has served as a member of the Board of Directors since March 2022. Ms. Sandford has held the position of Principal Director, Business Transformation Office at The Aerospace Corporation since March 2023. Prior to joining The Aerospace Corporation, Ms. Sandford served as Chief Operations Officer of Recros Medica, an aesthetic medical device startup from 2017 to 2022, and as Chief Operations Officer of PFMG Solar, a leading solar developer in the municipal and school market from 2011 to 2017. Previously, Ms. Sandford served as Vice President at SM&A, a publicly traded consulting firm specializing in business capture and program support services for clients serving the U.S. government, and as Director of Proprietary Programs at Boeing, where she led a program to deliver a novel classified space system. Ms. Sandford holds a B.S. in physics from North Georgia College, an M.S. in engineering from The George Washington University and an MBA from the University of Southern California. The Nominating and Corporate Governance Committee of our Board of Directors and our Board of Directors believe Ms. Sandford is qualified to serve on the Board of Directors due to her experience in managing large, complex technical programs and her significant government contract experience. We believe our Board should consist of individuals reflecting the diversity represented by our employees, customers and communities in which we operate. The below Board Diversity Matrix provides the diversity statistics for our Board of Directors as of April 1, 2024. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f). For our Board Diversity Matrix as of March 6, 2023, see our Company website at: https://investors.rigetti.com/corporate-governance/board-of-directors.

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

    | As of April 1, 2024 | | | | | | Total Number of Directors | 8 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 5 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | 1 | — | — | — | | Asian | — | 1 | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 2 | 4 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | 1 | | | | | Did Not Disclose Demographic Background | — | | | |

  11. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  12. Effect on Outstanding Equity Awards, Warrants, and Equity Plans

    Effect on Outstanding Equity Awards, Warrants, and Equity Plans If the Reverse Stock Split is approved by our stockholders and our Board of Directors decides to implement the Reverse Stock Split, as of the Effective Time, proportionate adjustments will be made to all then-outstanding equity awards and Common Stock warrants with respect to the number of shares of Common Stock subject to such award or warrant and the exercise price thereof. In addition, the number of shares of Common Stock available for issuance under the Equity Plans will be proportionately adjusted for the Reverse Stock Split ratio, such that fewer shares will be subject to such plans.

  13. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  14. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation awarded to, paid to or earned by our named executive officers for the fiscal years ended December 31, 2023 and December 31, 2022:

  15. Summary Compensation Table

    | | | | | | | Non-Equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | Salary(1) | Bonus | Awards (2) | Awards(3) | Compensation(4) | Compensation(5) | Total | | Name, Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Dr. Subodh Kulkarni(6) | 2023 | 578,906 | — | — | 1,050,000 | 307,400 | 130,384 | 2,066,690 | | President and Chief Executive Officer | 2022 | 16,619 | — | — | 1,527,975 | — | — | 1,544,594 | | Rick Danis | 2023 | 387,522 | — | 272,727 | 698,269 | 81,885 | 1,978 | 1,442,381 | | General Counsel and Corporate Secretary | 2022 | 393,962 | 460,309 | 2,220,086 | — | — | 2,352 | 3,076,709 | | David Rivas(7) | 2023 | 338,318 | — | 360,000 | — | 90,034 | 384 | 788,736 | | Chief Technology Officer | 2022 | 275,693 | 69,200 | 1,509,781 | — | — | 384 | 1,855,058 |

  16. Summary Compensation Table

    | (1) Salary amounts represent actual amounts earned during the applicable fiscal year. See “Narrative Disclosure to Summary Compensation Table—Base Salaries” below. For Mr. Danis, includes increased base salary pursuant to the Interim CEO Letter (as defined below) from November 12, 2022 through February 12, 2023. |

  17. Summary Compensation Table

    | (2) Amounts in this column for 2023 reflect the aggregate grant date fair value of the time-vesting restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) granted to the named executive officer during fiscal year 2023 under the 2022 Plan. The aggregate grant date fair value is computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) for stock-based compensation transactions. As the PSUs are only subject to market conditions and a service period requirement as defined under ASC Topic 718, they have no maximum grant date fair values that differ from the fair values presented in the table. Terms of the fiscal 2023 stock awards are summarized in the “Narrative to Summary Compensation Table” below. Assumptions used in the calculation of these amounts are included in the notes to our financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023. This amount does not reflect the actual economic value that may be realized by the named executive officer. |

  18. Summary Compensation Table

    | (3) Amounts in this column for 2023 reflect the aggregate grant date fair value of the option awards granted during fiscal year 2023 and 2022 computed in accordance with ASC Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 15 to our audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the Common Stock underlying such stock options. |

  19. Summary Compensation Table

    | (4) See “—Narrative to Summary Compensation Table—Non-Equity Incentive Plan Compensation” below for a description of the material terms of the program for fiscal year 2023 pursuant to which this compensation was awarded. The amounts shown for 2023 for non-equity incentive plan compensation represent amounts earned for the fiscal year 2023 presented, whether or not actually paid during such year. |

  20. Summary Compensation Table

    | (5) Payments to our named executive officers included in this column for 2023 include the following: (i) for Dr. Kulkarni, a one-time $130,000 payment for relocating to Berkeley, California in connection with his appointment as Chief Executive Officer in December 2022 and $384 for life insurance premiums; (ii) for Mr. Danis, $384 for life insurance premiums and $1,594 for professional membership fees; and (iii) Mr. Rivas, $384 for life insurance premiums. |

  21. Summary Compensation Table

    | (6) Dr. Kulkarni joined Rigetti as Chief Executive Officer in December 2022. |

  22. Summary Compensation Table

    | (7) Mr. Rivas was promoted to Chief Technology Officer in February 2023. |

  23. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2023. All awards were granted pursuant to the 2013 Plan or the 2022 Plan. See the section titled “—Equity Incentive Plans-2013 Plan” and “—Equity Incentive Plans- Rigetti Computing, Inc. 2022 Equity Incentive Plan” below for additional information.

  24. Outstanding Equity Awards as of December 31, 2023

    | | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | | | Equity | | | | | | | | | | | Equity | incentive | | | | | | | | | | | incentive | awards: Market | | | | | | | | | | | plan | or payout | | | | | | Equity | | | | | awards: | value of | | | | | | incentive | | | | | Number | unearned | | | | | | plan | | | | Market | of | shares, | | | | | | awards: | | | | value of | unearned | units or | | | | Number of | Number of | number of | | | Number of | shares of | shares, units or | other | | | | Securities | Securities | securities | | | shares or | units of | other | rights | | | | Underlying | Underlying | underlying | | | units | stock | rights | that have | | | | Unexercised | Unexercised | unexercised | Option | Option | that have | that | that have | not | | | | Options (#) | Options (#) | unearned | Exercise | Expiration | not | have not | not | vested | | Name | Grant Date | Exercisable | Unexercisable | options (#) | Price ($) | Date | vested (#) | vested ($)(1) | vested (#) | ($)(1) | | Dr. Subodh Kulkarni | 11/22/2023 | — | 972,223(2) | — | 1.05 | 11/22/2033 | — | — | — | — | | | 12/12/2022 | 412,500 | 837,500(3) | — | 0.964 | 12/12/2032 | — | — | — | — | | | 12/12/2022 | — | — | 500,000(4) | 0.964 | 12/12/2032 | — | — | — | — | | Rick Danis | 8/16/2023 | 48,722 | 285,378(5) | — | 2.09 | 8/16/2033 | — | — | — | — | | | 7/15/2020 | 19,183 | 10,330(6) | — | 0.272 | 7/14/2030 | — | — | — | — | | | 5/22/2020 | 114,346 | 30,670(7) | — | 0.272 | 5/21/2030 | — | — | — | — | | | 9/20/2019 | 15,346 | 8,264(8) | — | 0.272 | 9/19/2019 | — | — | — | — | | | 3/30/2023 | — | — | — | — | — | 75,758(9) | 74,622 | — | — | | | 6/10/2022 | — | — | — | — | — | 44,603(10) | 43,934 | — | — | | | 6/10/2022 | — | — | — | — | — | 55,684(11) | 54,849 | — | — | | | 1/25/2022 | — | — | — | — | — | 32,644(12) | 32,154 | — | — | | | 4/21/2021 | — | — | — | — | — | 45,206(13) | 44,528 | — | — | | David Rivas | 5/22/2020 | 273,939 | 11,043(14) | — | 0.272 | 5/21/2030 | | | | | | | 4/3/2019 | 89,716 | 4,722(15) | — | 0.272 | 4/3/2029 | — | — | — | — | | | 1/28/2019 | 393(16) | — | — | 0.272 | 1/29/2029 | — | — | — | — | | | 1/28/2019 | 3,541(16) | — | — | 0.272 | 1/29/2029 | — | — | — | — | | | 3/30/2023 | — | — | — | — | — | — | — | 600,000(17) | 591,000 | | | 6/10/2022 | — | — | — | — | — | 36,049(10) | 35,508 | — | — | | | 6/10/2022 | — | — | — | — | — | 25,838(11) | 25,450 | — | — | | | 1/25/2022 | — | — | — | — | — | 26,390(12) | 25,994 | — | — | | | 4/21/2021 | — | — | — | — | — | 46,844(13) | 46,141 | — | — |

  25. Outstanding Equity Awards as of December 31, 2023

    | (1) The market value of unvested shares is calculated by multiplying the number of unvested shares by the closing market price of our Common Stock on Nasdaq on December 29, 2023, the last trading day of fiscal year 2023, which was $0.985 per share. |

  26. Outstanding Equity Awards as of December 31, 2023

    | (2) 1/36th of the shares subject to this option vests and becomes exercisable in equal monthly installments over a period of three years commencing December 22, 2023, subject to continuous service on each such date. |

  27. Outstanding Equity Awards as of December 31, 2023

    | (3) One-third (1/3rd) of the shares subject to the option vest on December 12, 2023, and the remaining shares subject to the option shall vest in twenty-four (24) equal monthly installments thereafter, subject to Dr. Kulkarni’s continuous service through each such vesting date (the “Dr. Kulkarni time-based vesting requirement”). |

  28. Outstanding Equity Awards as of December 31, 2023

    | (4) This option is subject to the aforementioned Dr. Kulkarni time-based vesting requirement and a performance-based vesting requirement. The performance-based vesting requirement uses the Company’s stock price as vesting hurdles over a five-year period. There are two vesting hurdles at $5 and $10 per share, with each hurdle price applying to 50% of the shares underlying the option granted. A hurdle is met when the Company’s closing trading stock price equals or exceeds the hurdle amount for any twenty (20) trading days during any consecutive thirty (30) trading day period. To the extent that the performance-based vesting requirement is satisfied prior to the termination of Dr. Kulkarni’s continuous service, the option will vest and become exercisable without regard to the time-based vesting requirement. The option will not vest and become exercisable unless and until the performance-based vesting requirement has been satisfied, even if the time-based vesting requirement has been satisfied. |

  29. Outstanding Equity Awards as of December 31, 2023

    | (5) One-forty-eighth (1/48th) of the shares subject to the option vest and become exercisable on the 20th day of each calendar month commencing June 20, 2023, subject to continuous service through each such vesting date. |

  30. Outstanding Equity Awards as of December 31, 2023

    | (6) The shares subject to this option vested and became exercisable in equal monthly installments over a period of four years commencing August 15, 2020, subject to continuous service on each such date. |

  31. Outstanding Equity Awards as of December 31, 2023

    | (7) 14.44808% of this option vested and became exercisable on July 23, 2020, with the remainder vesting in 48 equal monthly installments thereafter, subject to continuous service on each such date. |

  32. Outstanding Equity Awards as of December 31, 2023

    | (8) 20% of this option vested and became exercisable on July 23, 2020, with the remainder vesting in 48 equal monthly installments thereafter, subject to continuous service on each such date. |

  33. Outstanding Equity Awards as of December 31, 2023

    | (9) This RSU became fully vested on February 20, 2024. |

  34. Outstanding Equity Awards as of December 31, 2023

    | (10) The RSU vests as follows: (i) 50% in 12 equal monthly installments on the last day of each month commencing March 31, 2022 and (ii) 50% in 48 equal monthly installments on the last day of each month commencing March 31, 2022, subject to continuous service on each such date. |

  35. Outstanding Equity Awards as of December 31, 2023

    | (11) The RSU vests in 48 equal installments commencing on March 31, 2022, subject to continuous service on each such date. |

  36. Outstanding Equity Awards as of December 31, 2023

    | (12) The RSU vests as follows: (i) 50% in 12 equal monthly installments on the last day of each month commencing February 28, 2022 and (ii) 50% vested or shall vest in 48 equal monthly installments on the last day of each month commencing February 28, 2022, subject to continuous service on each such date. |

  37. Outstanding Equity Awards as of December 31, 2023

    | (13) The RSU vests in 48 equal installments commencing on May 21, 2021, subject to continuous service on each such date. |

  38. Outstanding Equity Awards as of December 31, 2023

    | (14) 6.99993% of the shares subject to this option vested and became exercisable as of February 18, 2020, with the remainder vesting in 48 equal monthly installments thereafter, subject to continuous service on each such date. |

  39. Outstanding Equity Awards as of December 31, 2023

    | (15) 20% of the shares subject to this option vested and became exercisable on March 4, 2020, with the remainder vesting in 48 equal monthly installments thereafter, subject to continuous service on each such date. |

  40. Outstanding Equity Awards as of December 31, 2023

    | (16) The shares subject to this option are fully vested and exercisable. |

  41. Outstanding Equity Awards as of December 31, 2023

    | (17) The shares subject to this award represent PSUs. The PSUs vest in 48 equal monthly installments commencing on February 20, 2023, subject to Mr. Rivas’ continuous service through each such vesting date. In addition, the PSUs are subject to a performance-based vesting requirement that uses Rigetti’s stock price as vesting hurdles over a five-year period. There are two vesting hurdles at $2 and $4 per share, with each hurdle price applying to 50% of the shares granted. A hurdle is met when Rigetti’s closing trading stock price equals or exceeds the hurdle amount for any twenty (20) trading days during any consecutive thirty (30) trading day period. Any portion of the PSUs that has not satisfied the performance-based vesting requirement on or prior to the end of the five-year period will be forfeited without consideration. |

  42. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of Dr. Kulkarni, Mr. Danis and Mr. Rivas is entitled to the following severance benefits pursuant to his respective employment agreement if his employment is terminated by Rigetti without “Cause” or by the executive for “Good Reason” (each, as defined in the respective executive employment agreement) and provided such executive officer timely executes and does not revoke a release of claims in Rigetti’s favor, (a) continuing payments of his then-current annual base salary for twelve months; (b) payment of the premiums necessary to continue health insurance coverage for himself and his eligible dependents under Rigetti’s group health plans pursuant to COBRA or similar state insurance laws, for up to twelve months; and (c) Accrued Obligations (as defined in the respective executive employment agreement), which include accrued but unpaid salary through the date of termination, unreimbursed expenses, and benefits owed to such named executive officer under retirement or health plans in which such named executive officer was a participant. If the named executive officer’s employment is terminated by Rigetti other than for “Cause,” death or disability or by such named executive officer for “Good Reason” within three months prior to or twelve months after a Change in Control (as defined in the 2022 Plan), then, in lieu of and not in addition to any other severance benefit, (i) 100% of the then-unvested portion of each of his outstanding equity awards will become fully vested; (ii) Rigetti will pay such named executive officer a lump sum equal to his then current annual base salary; (iii) subject to such named executive officer making certain elections, Rigetti will pay certain COBRA premiums necessary to continue his and his covered dependents’ health insurance coverage; and (iv) Rigetti will pay a bonus to such named executive officer equivalent to a pro rata share of his full Target Amount (as defined in the respective executive employment agreement), for the portion of the performance year completed when his termination occurs. Under each of the named executive officer’s employment agreement, “Cause” means that we have determined in our sole discretion that the named executive officer has engaged in any of the following: (i) his material breach of any covenant or condition under the executive employment agreement or any other agreement between the parties, and, to the extent curable, such named executive officer has not cured such breach after the expiration of ten (10) days after written notice from us of such breach; (ii) his material act constituting dishonesty, fraud, immoral or disreputable conduct in connection with his duties to us; (iii) any conduct which constitutes a felony or a crime of moral turpitude under applicable law; (iv) material violation of our policy or any act of misconduct; (v) refusal to follow or implement a clear and reasonable directive of the Company; (vi) negligence or incompetence in the performance of Rigetti’s duties or failure to perform such duties in a manner satisfactory to us after the expiration of ten (10) days without cure after written notice of such failure; or (vii) his breach of fiduciary duty to the Company. Under each named executive officer’s employment agreement, “Good Reason” means the occurrence of any of the following events without such named executive officer’s consent: (i) a material reduction in his base salary, other than a reduction applied in a similar proportional amount to all similarly situated executives; (ii) a material breach of the executive employment agreement by Rigetti; (iii) a material reduction in the his duties, authority and responsibilities relative to the his duties, authority, and responsibilities in effect immediately prior to such reduction; or (iv) the relocation of his principal place of employment, without his consent, in a manner that lengthens his one-way commute distance by twenty-five (25) or more miles from his then-current principal place of employment immediately prior to such relocation; not to include a requirement to return to in-person work, in which circumstance Good Reason will not apply; provided, however, that, any such termination by such named executive officer shall only be deemed for Good Reason pursuant to this definition if: (1) such named executive officer gives Rigetti written notice of his intent to terminate for Good Reason within thirty (30) days following the first occurrence of the condition(s) that his believes constitute(s) Good Reason, which notice shall describe such condition(s); (2) Rigetti fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”); and (3) such named executive officer voluntarily terminates employment within thirty (30) days following the end of the Cure Period, or the parties agree in writing to extend such Cure Period. With respect to the executive employment agreements entered into by and between Rigetti and each of Dr. Kulkarni and Mr. Danis, “Good Reason” shall also mean the occurrence of a material change in the named executive officer’s reporting relationship, other than such change made directly in connection with organizational changes resulting from a Change in Control (as defined in the executive employment agreements).

  43. Director Compensation in 2023

    Director Compensation in 2023 The following table sets forth information concerning the compensation of our directors for fiscal year 2023. Dr. Kulkarni, our Chief Executive Officer, did not receive additional compensation for his services as directors in fiscal year 2023, and therefore is not included in the Director Compensation table below. All compensation paid to Dr. Kulkarni is reported above in the “Summary Compensation Table.”

  44. Director Compensation in 2023

    | Name | Cash(1) ($) | Stock Awards(2)(4) ($) | Option Awards(3)(4) | Total ($) | | Thomas J. Iannotti | 12,167 | — | 842,400 | 854,567 | | Alissa M. Fitzgerald | 54,317 | 140,000 | — | 194,317 | | Ray Johnson | 46,213 | 140,000 | — | 186,213 | | David Cowan | 43,738 | 140,000 | — | 183,738 | | Cathy McCarthy | 69,693 | 140,000 | — | 209,693 | | H. Gail Sandford | 57,661 | 140,000 | — | 197,661 | | Michael Clifton | 55,895 | 140,000 | — | 195,895 |

  45. Director Compensation in 2023

    | (1) This column represents cash compensation for their service as a director during the fiscal year ended December 31, 2023. Cash compensation for non-employee directors for fiscal year 2023 was determined pursuant to the Non-Employee Director Compensation Policy described below. |

  46. Director Compensation in 2023

    | (2) This column reflects the aggregate grant date fair value of the RSUs granted to the director during fiscal year 2023 under the 2022 Plan. The aggregate grant date fair value is computed in accordance with ASC Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 15 to our financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023. The amounts set forth in the table above relate to the annual RSU awards granted to our then-serving directors on June 15, 2023, the date of our annual meeting in 2023. This amount does not reflect the actual economic value that may be realized by the director. |

  47. Director Compensation in 2023

    | (3) This column reflects the aggregate grant date fair value of the stock option awards granted to the director during fiscal year 2023 under 2022 Plan. The aggregate grant date fair value is computed in accordance with ASC Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 15 to our financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023. The amount set forth in the table above relates to a stock option award granted to Mr. Iannotti on November 15, 2023 in connection with his commencement of service as a director. This amount does not reflect the actual economic value that may be realized by Mr. Iannotti. |

  48. Director Compensation in 2023

    (4)The following table shows for each non-employee director who was serving, as of December 31, 2023 the outstanding equity awards held by such non-employee director as of such date:

  49. Director Compensation in 2023

    | | Shares Underlying | | | | | Options Outstanding | Shares Underlying | Unvested RSUs at | | | (Vested) at Fiscal | Options Outstanding | Fiscal Year End | | Name | Year | (Unvested) at Fiscal Year | Stock | | Thomas J. Iannotti | — | 720,000 | — | | Alissa M. Fitzgerald | 216,314 | 6,805 | 140,810 | | Ray Johnson | 268,288 | 26,832 | 140,810 | | David Cowan | — | — | 140,810 | | Cathy McCarthy | — | — | 238,370 | | H. Gail Sandford | — | — | 140,810 | | Michael Clifton | — | — | 140,810 |

  50. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy