DEF 14A of Quantum-Si Inc, Apr 1, 2026

DEF 14A of Quantum-Si Inc

Filed Apr 1, 2026 · FY20250001816431-26-000021

Open on EDGAR

  1. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  2. Summary Compensation Table

    Summary Compensation Table The following table shows information concerning the annual compensation for services provided to us by our NEOs for the years ended December 31, 2025 and December 31, 2024.

  3. Summary Compensation Table

    | Name and Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Jeffrey Hawkins President and Chief Executive Officer | 2025 | 620,833 | — | 2,000,000 | — | 562,500 | 360 | 3,183,693 | | | 2024 | 595,833 | — | 1,650,000 | 1,729,000(4) | 465,000 | — | 4,439,833 | | | | | | 900,000 | | | | | | Jeffry Keyes Chief Financial Officer and Treasurer | 2025 | 481,667 | — | 900,000 | — | 270,630 | 4,552 | 1,656,849 | | | 2024 | 465,000 | 23,500(5) | 600,000 | 693,000(6) | 235,058 | — | 2,016,558 | | John Vieceli, Ph.D. Chief Product Officer(7) | 2025 | 411,667 | — | 850,000 | — | 192,975 | 360 | 1,455,002 |

  4. Summary Compensation Table

    ___________ (1)The amount represents the aggregate grant date fair value for RSU awards computed in accordance with ASC 718. A discussion of our methodology for determining grant date fair value may be found in Note 2 “Summary of Significant Accounting Policies” in our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (2)The amount represents the aggregate grant date fair value for stock option awards computed in accordance with ASC 718. A discussion of our methodology for determining grant date fair value may be found in Note 2 “Summary of Significant Accounting Policies” in our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3)The amount represents company-paid premiums for group term life insurance paid on behalf of the NEO. For Mr. Keyes, this amount also includes employer contributions to the named executive officer’s Health Savings Account, made pursuant to the Company’s broad‑based employee benefit programs. (4)The amount represents the incremental expense related to the modification of performance-based option awards originally granted to Mr. Hawkins on November 9, 2022. The terms of these option awards were modified on March 15, 2024 as further described below. (5)For the year ended December 31, 2024, Mr. Keyes’ non-equity incentive plan compensation included a $23,500 discretionary bonus. (6)The amount represents the incremental expense related to the modification of performance-based option awards originally granted to Mr. Keyes on May 15, 2023. The terms of these option awards were modified on March 15, 2024 as further described below. (7)Dr. Vieceli became a named executive officer for the first time in 2025; therefore, information is not provided with respect to the fiscal year ended December 31, 2024.

  5. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table shows information regarding outstanding equity awards held by the NEOs as of December 31, 2025.

  6. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Grant Date | Option Awards | | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Options Expiration Date | Number of Units that have not Vested (#) | Market Value of Units That Have Not Vested ($)(1) | | Jeffrey Hawkins | 3/12/2025 | — | — | — | — | — | 1,666,666 | 1,833,333 | | | 3/15/2024 | — | — | — | — | — | 536,494 | 590,143 | | | 11/9/2022 | — | — | 695,000(2) | 2.40 | 3/15/2034 | — | — | | | 11/9/2022 | — | — | 695,000(2) | 2.40 | 3/15/2034 | — | — | | | 11/9/2022 | — | — | 695,000(2) | 2.40 | 3/15/2034 | — | — | | | 11/9/2022 | — | — | 695,000(2) | 2.40 | 3/15/2034 | — | — | | | 11/9/2022 | 2,502,000 | 1,668,000(3) | — | 2.40 | 11/9/2032 | — | — | | Jeffry Keyes | 3/12/2025 | — | — | — | — | — | 750,000 | 825,000 | | | 3/15/2024 | — | — | — | — | — | 195,088 | 214,597 | | | 5/15/2023 | — | — | 250,000(4) | 1.42 | 3/15/2034 | — | — | | | 5/15/2023 | — | — | 250,000(4) | 1.42 | 3/15/2034 | — | — | | | 5/15/2023 | — | — | 250,000(4) | 1.42 | 3/15/2034 | — | — | | | 5/15/2023 | — | — | 250,000(4) | 1.42 | 3/15/2034 | — | — | | | 5/15/2023 | 625,000 | 375,000(5) | — | 1.42 | 5/15/2033 | — | — | | John Vieceli, Ph.D. | 3/12/2025 | — | — | — | — | — | 575,521 | 633,073 | | | 3/15/2024 | — | — | — | — | — | 97,545 | 107,300 | | | 12/15/2022 | 150,000 | 50,000(6) | — | 2.15 | 12/15/2032 | — | — |

  7. Outstanding Equity Awards at 2025 Fiscal Year-End

    ___________ (1)Market value based on a closing Class A stock price of $1.10 on December 31, 2025. (2)Represents an option to purchase our Class A common stock originally granted on November 9, 2022. On the Option Amendment Date, the vesting of the award was amended such that the award shall vest, subject to continued service so long as (i) 695,000 shares shall vest if within 3 years of the Option Amendment Date the closing price of the Class A common stock is at least $6.00 (as adjusted) for 20 out of 30 consecutive trading days; (ii) 695,000 shares shall vest if within 3 years of the Option Amendment Date the closing price of the Class A common stock is at least $8.00 (as adjusted) for 20 out of 30 consecutive trading days; (iii) 695,000 shares shall vest if within 3 years of the Option Amendment Date the closing price of the Class A common stock is at least $10.00 (as adjusted) for 20 out of 30 consecutive trading days; and (iv) 695,000 shares shall vest if within 3 years of the Option Amendment Date the closing price of the Class A common stock is at least $12.00 (as adjusted) for 20 out of 30 consecutive trading days. (3)Represents an option to purchase our Class A common stock granted on November 9, 2022. The shares underlying this option vest, subject to continued service, 20% on December 31, 2023 and then equal monthly installments beginning on January 31, 2024. (4)Represents an option to purchase our Class A common stock originally granted on May 15, 2023. On the Option Amendment Date, the vesting of the award was amended such that the award shall vest, subject to continued service so long as (i) 250,000 shares shall vest if within 3 years of the Option Amendment Date the closing price of the Class A common stock is at least $6.00 (as adjusted) for 20 out of 30 consecutive trading days; (ii) 250,000 shares shall vest if within 3 years of the Option Amendment Date the closing price of the Class A common stock is at least $8.00 (as adjusted) for 20 out of 30 consecutive trading days; (iii) 250,000 shares shall vest if within 3 years of the Option Amendment Date the closing price of the Class A common stock is at least $10.00 (as adjusted) for 20 out of 30 consecutive trading days; and (iv) 250,000 shares shall vest if within 3 years of the Option Amendment Date the closing price of the Class A common stock is at least $12.00 (as adjusted) for 20 out of 30 consecutive trading days. (5)Represents an option to purchase our Class A common stock granted on May 15, 2023. The shares underlying this option vest, subject to continued service, 25% on June 30, 2024 and then equal monthly installments beginning on July 31, 2024. (6)Represents an option to purchase our Class A common stock granted on December 12, 2022. The shares underlying this award vest, subject to continued service, 25% on December 31, 2023 and then equal monthly installments beginning on January 31, 2024.

  8. Pension Benefits

    Pension Benefits We do not sponsor any qualified or non-qualified defined benefit plans.

  9. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation We do not sponsor any non-qualified defined contribution plans or other deferred compensation plan.

  10. Potential Payments upon Termination or Change-In-Control

    Potential Payments upon Termination or Change-In-Control

  11. Director Compensation

    Director Compensation The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2025 to each of our non-employee directors. Directors employed by us are not compensated for their service on our board of directors.

  12. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Total ($) | | Charles Kummeth | 100,000 | 145,000 | 245,000 | | Paula Dowdy | 57,813 | 145,000 | 202,813 | | Ruth Fattori | 68,750 | 145,000 | 213,750 | | Amir Jafri | 62,500 | 145,000 | 207,500 | | Jack Kenny | 67,500 | 145,000 | 212,500 | | Brigid A. Makes | 63,750 | 145,000 | 208,750 | | Scott Mendel | 66,250 | 145,000 | 211,250 | | Kevin Rakin | 58,125 | 145,000 | 203,125 | | Jonathan M. Rothberg, Ph.D. | 50,000 | 145,000 | 195,000 |

  13. Director Compensation

    ___________ (1)Amounts represent fees earned or paid in cash for services during 2025 under our Non-Employee Director Compensation Policy as described below. (2)Amount represents the aggregate grant date fair value for stock options, calculated in accordance with FASB ASC Topic 718. Each non-employee director serving as a director at the time was granted 126,095 stock options on May 19, 2025. A discussion of the assumptions used in determining grant date fair value may be found in Note 2 “Summary of Significant Accounting Policies” in our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The shares underlying the stock options vest subject to the director’s continued service through the applicable vesting date. The following table shows the aggregate number of shares subject to options and RSUs held by each of our non-employee directors as of December 31, 2025.

  14. Director Compensation

    | Name | Number of Shares Subject to Stock Options Held at Fiscal Year-End | Number of Shares Subject to Restricted Stock Units Held at Fiscal Year-End | | Charles Kummeth | 767,153 | — | | Paula Dowdy | 239,376 | 106,145 | | Ruth Fattori | 419,737 | — | | Amir Jafri | 239,376 | 38,648 | | Jack Kenny | 239,376 | 38,095 | | Brigid A. Makes | 419,737 | — | | Scott Mendel | 239,376 | 47,281 | | Kevin Rakin | 419,737 | — | | Jonathan M. Rothberg, Ph.D. | 669,737 | — |

  15. Director Compensation

    Non-Employee Director Compensation Policy We have a non-employee director compensation policy, which was adopted in June 2021 and amended in November 2022 and February 2024. Pursuant to the policy, the annual retainer for non-employee directors is $50,000. Annual retainers for the Chairman of the board of directors and committee membership are as follows:

  16. Director Compensation

    | Position | Retainer | | Chairman of the board of directors | $50,000 | | Audit committee chairperson | $20,000 | | Audit committee member | $10,000 | | Compensation committee chairperson | $15,000 | | Compensation committee member | $7,500 | | Nominating and corporate governance committee chairperson | $10,000 | | Nominating and corporate governance committee member | $5,000 |

  17. Director Compensation

    These fees are payable in arrears in quarterly installments as soon as practicable following the last business day of each fiscal quarter, provided that the amount of such payment will be prorated for any portion of such quarter that a director is not serving on our board of directors, on such committee or in such position. Non-employee directors are also reimbursed for reasonable out-of-pocket business expenses incurred in connection with attending meetings of the board of directors and any committee of the board of directors on which they serve and in connection with other business related to the board of directors. Directors may also be reimbursed for reasonable out-of-pocket business expenses in accordance with our travel and other expense policies, as may be in effect from time to time. In addition, we grant to new non-employee directors upon their initial election to our board of directors (including any non-employee director whose election to our board of directors was approved at the special meeting of stockholders held on June 9, 2021) a number of RSUs having an aggregate fair market value equal to $285,000, determined by dividing (A) $285,000 by (B) the closing price of our Class A common stock on Nasdaq on the date of the grant (rounded down to the nearest whole share), on the first business day after the date that the non-employee director is first appointed or elected to the board of directors. Each of these grants shall vest in equal annual installments over three years from the date of the grant, subject to the director’s continued service as a director on the applicable vesting dates. Further, in connection with each of our annual meetings of stockholders, each non-employee director automatically receives an option to purchase shares of our Class A common stock having an aggregate grant date fair value of $145,000, with the number of stock options granted based on a Black-Scholes option valuation model performed as of the grant date (rounded down to the nearest whole share), each year beginning in 2024 on the first business day after our annual meeting of stockholders. Each of these options has a contractual term of 10 years from the grant date of the award and vests at the end of the period beginning on the date of each regular annual meeting of stockholders and ending on the date of the next regular annual meeting of stockholders, subject to the director’s continued service through the applicable vesting date.

  18. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  19. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO Jeffrey Hawkins1 | Compensation Actually Paid to PEO Jeffrey Hawkins2 | Average Summary Compensation Table Total for non-PEO NEOs3 | Average Compensation Actually Paid to non-PEO NEOs4 | Value of Initial Fixed $100 Investment Based On QSI Total Shareholder Return | Net Loss ($ Millions) | | 2025 | $3,183,693 | $(2,912,443) | $1,555,925 | $420,514 | $60.11 | $(101) | | 2024 | $4,439,833 | $8,718,368 | $1,645,379 | $3,395,764 | $147.54 | $(101) | | 2023 | $1,052,500 | $1,917,506 | $1,348,331 | $986,477 | $109.84 | $(96) |

  20. PAY VERSUS PERFORMANCE

    (1) Our PEO for each reported year is Jeffrey Hawkins, our President and Chief Executive Officer. The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Hawkins in the “Total” column of the Summary Compensation Table in the applicable fiscal year. (2) In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid to our PEO during fiscal year 2025, which consisted solely of adjustments to the PEO’s equity awards.

  21. PAY VERSUS PERFORMANCE

    | Description of Adjustment | 2025 | | Summary Compensation Table - Total Compensation | $3,183,693 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (1,999,999) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 1,833,333 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (4,843,035) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (1,086,435) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | Compensation Actually Paid | $(2,912,443) |

  22. PAY VERSUS PERFORMANCE

    (3) The dollar amounts reported in this column represent the average of the amounts reported for the non-PEO NEOs in the “Total” column of the Summary Compensation Table in the applicable fiscal year. The individuals comprising the non-PEO named executive officers for each year presented are listed below.

  23. PAY VERSUS PERFORMANCE

    | 2025 | 2024 | 2023 | | Jeffry R. Keyes | Jeffry R. Keyes | Jeffry R. Keyes | | John Vieceli, Ph.D. | Todd Bennett | Grace Johnston, Ph.D. | | | | Patrick Schneider, Ph.D. |

  24. PAY VERSUS PERFORMANCE

    (4) In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid on average to our non-PEO NEOs during the fiscal year 2025, which consisted solely of adjustments to the non-PEO NEOs’ equity awards.

  25. PAY VERSUS PERFORMANCE

    | Description of Adjustment | 2025 | | Summary Compensation Table - Total Compensation | $1,555,925 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (875,000) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 729,037 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (873,455) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 99,609 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (215,602) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | Compensation Actually Paid | $420,514 |

  26. PAY VERSUS PERFORMANCE

    Relationship Between PEO and non-PEO NEO Compensation Actually Paid and Company Total Stockholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. Relationship Between PEO and non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and our Net Income during the three most recently completed fiscal years.

  27. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS On March 9, 2026, our board of directors nominated Charles Kummeth, Jeffrey Hawkins, Paula Dowdy, Ruth Fattori, Amir Jafri, Jack Kenny, Brigid A. Makes, Scott Mendel, Kevin Rakin and Jonathan M. Rothberg, Ph.D. for election at the annual meeting. If elected, they will serve on our board of directors until the 2027 annual meeting of stockholders and until their respective successors have been elected and qualified or subject to their earlier death, resignation or removal. Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of Charles Kummeth, Jeffrey Hawkins, Paula Dowdy, Ruth Fattori, Amir Jafri, Jack Kenny, Brigid A. Makes, Scott Mendel, Kevin Rakin and Jonathan M. Rothberg, Ph.D. as directors. In the event that any nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as our board of directors may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director. Each nominee for director who receives the affirmative vote of a majority of the votes cast will be elected (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee). Abstentions and broker non-votes will have no effect on the results of this vote. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF CHARLES KUMMETH, JEFFREY HAWKINS, PAULA DOWDY, RUTH FATTORI, AMIR JAFRI, JACK KENNY, BRIGID A. MAKES, SCOTT MENDEL, KEVIN RAKIN AND JONATHAN M. ROTHBERG, PH.D. AS DIRECTORS, AND PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.