DEF 14A of D-Wave Quantum Inc.
Filed Apr 23, 2026 · FY20250001907982-26-000040
Proposal 1: Election of Directors
Proposal 1: Election of Directors At the Annual Meeting, two (2) Class I directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2029 and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal. We currently have seven (7) directors on our Board of Directors. Our current Class I Directors are Alan E. Baratz and Sharon Holt. The Board of Directors has nominated each of the foregoing director candidates to serve as Class I directors until the 2029 Annual Meeting. The proposal regarding the election of directors requires the approval of a plurality of the votes of the shares present at the virtual Annual Meeting or represented by proxy at the Annual Meeting and entitled to vote. This means that the two (2) nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. In accordance with our Charter and Bylaws, our Board of Directors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. The current class structure is as follows: Class I, whose current term will expire at the Annual Meeting; Class II, whose term will expire at the 2027 Annual Meeting of Stockholders; and Class III, whose term will expire at the 2028 Annual Meeting of Stockholders. The current Class I Directors are Alan E. Baratz and Sharon Holt; the current Class II Directors are John D. DiLullo and Rohit Ghai; and the current Class III Directors are Steven M. West, Roger Biscay, and Kirstjen Nielsen. Upon the recommendation of our Nominating and Governance Committee, our Board of Directors has nominated the two persons listed below to stand for a term expiring at the 2029 Annual Meeting of Stockholders and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal. Each nominee listed below is currently serving as a director and is willing and able to serve as a director. Our Charter and Bylaws provide that, subject to the rights of holders of any series of preferred stock, the authorized number of directors may be changed from time to time by the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that the number of directors in each class is divided as nearly equal as reasonably possible. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the Common Shares represented thereby for the election as directors of the persons whose names and biographies appear below. In the event that Alan E. Baratz or Sharon Holt should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors or the Board of Directors may elect to reduce its size. The Board of Directors has no reason to believe that any of the director nominees will be unable to serve if elected. Each of the director nominees has consented to being named in this proxy statement and to serve if elected.
Class II Directors (terms to expire at the 2027 Annual Meeting)
Class II Directors (terms to expire at the 2027 Annual Meeting) The current members of the Board of Directors who are Class II Directors are as follows:
Class II Directors (terms to expire at the 2027 Annual Meeting)
| Name | Age(*) | Served as a Director Since | Position with the Company | | John D. DiLullo | 59 | October 28, 2024 | Director | | Rohit Ghai | 56 | October 28, 2024 | Director |
Class II Directors (terms to expire at the 2027 Annual Meeting)
__________________ (*)Age as of April 15, 2026.
John D. DiLullo
John D. DiLullo Mr. DiLullo has served as the chief executive officer at Deepwatch, a leading managed security platform for cyber resilient enterprises, since July 2024. With a track record spanning more than 30 years in technology, including more than 15 years in networking and cybersecurity, Mr. DiLullo brings leadership expertise in growth and profitability transformation. A long-time customer advocate, Mr. DiLullo is focused on improving a customer’s technology adoption experience, championing customer success and ROI, and embracing specialized routes to market for significant growth. Mr. DiLullo also has significant experience applying artificial intelligence and machine learning to drive business transformation in enterprise software and cybersecurity. As CEO of Deepwatch, he has led the company’s transition toward AI-driven, automated security operations, improving cost efficiency and scalability while enhancing customer outcomes. Across prior leadership roles, he has leveraged AI and data-driven technologies to improve go-to-market effectiveness, retention, and unit economics. His experience includes deploying AI in areas such as analytics, automation, and speech-to-text, with a consistent focus on aligning AI investments to measurable financial and operational results. Prior to his role at Deepwatch, Mr. DiLullo served as Operating Advisor of STG - Symphony Technology Group (March 2024 - May 2024), Chief Executive Officer of LiveVox Holdings (“LiveVox”) (November 2022 - March 2024), Chief Revenue Officer of Forcepoint (January 2021 - October 2022), Operating Partner of Francisco Partners (November 2020 - February 2021), and Chief Executive Officer of Lastline, Inc. (July 2018 - July 2020). Mr. DiLullo has also served in senior executive level positions with F5 Networks, HP/Aruba Networks, Avaya, Cisco Systems, and SonicWall. Mr. DiLullo has also served as a Board advisor for Tetrate since 2020 and as a director for LiveVox from November 2022 to January 2024. Mr. DiLullo holds a bachelor’s degree in science in electrical engineering from Villanova University. We believe that Mr. DiLullo is qualified to serve on our Board of Directors due to his significant corporate operational experience, extensive experience in the technology industry, including cybersecurity, and prior public company experience.
Rohit Ghai
Rohit Ghai Mr. Ghai has served as President and CEO of Barracuda Networks since September 2025. He is also a member of the board of directors. Barracuda is a global company that offers cyber security solutions to resource constrained organizations. Prior to Barracuda, he was chief executive officer of RSA Security (“RSA”), a global leader in identity and access management solutions for security-first organizations, since 2017, and a director of RSA since 2020. Mr. Ghai has experience in both startups and large enterprises, with expertise in digital transformation in highly regulated markets and knowledge across software, systems and security. Mr. Ghai was president of RSA during its tenure as a Dell Technologies business. Prior to that, he served as president of Dell EMC’s Enterprise Content Division and held senior engineering and management roles at Symantec, Computer Associates and Cheyenne Software. Mr. Ghai currently serves as a director for Pega Systems (Nasdaq: PEGA) since January 2025 and has also served as a director for Everbridge from January 2023 to July 2024, while it was a public company. Mr. Ghai holds a master’s degree in computer science from the University of South Carolina and a bachelor’s degree in computer science from the Indian Institute of Technology (IIT), Roorkee. We believe Mr. Ghai is qualified to serve on our Board of Directors due to his significant corporate operational experience, his expertise across software, systems and cybersecurity, and prior public company experience as a board member.
Class III Directors (terms to expire at the 2028 Annual Meeting)
Class III Directors (terms to expire at the 2028 Annual Meeting) The current members of the Board of Directors who are Class III Directors are as follows:
Class III Directors (terms to expire at the 2028 Annual Meeting)
| Name | Age(*) | Served as a Director Since | Position with the Company | | Steven M. West | 70 | June 29, 2009 | Chair of the Board | | Roger Biscay | 58 | August 5, 2022 | Director | | Kirstjen Nielsen | 53 | January 10, 2023 | Director |
Class III Directors (terms to expire at the 2028 Annual Meeting)
__________________ (*)Age as of April 15, 2026.
Executive Compensation Philosophy and Objectives
Executive Compensation Philosophy and Objectives We maintain a compensation philosophy and practice with the primary purpose of motivating, rewarding, attracting and retaining our employees, including our NEOs, through a comprehensive competitive total reward offering. All full-time employees, including our NEOs, receive a base salary and are eligible to receive an annual incentive payout based on prior-year Company results compared to our annually established corporate objectives, other than sales employees who are instead eligible to participate in our sales incentive plan. In addition, all full-time employees, including our NEOs, are eligible to participate in Company-sponsored health, welfare, and other benefit offerings. Our Compensation Committee annually reviews and approves the corporate goals and objectives relevant to the compensation of the CEO and our other executive officers, evaluates the CEO’s and our other executive officers’ respective performance in light of those goals and objectives, and except with respect to awards under our equity incentive plan, determines and approves the compensation of the CEO and our other executive officers, including compensation increases and promotions. The Compensation Committee evaluates and recommends the amount and form of awards for the CEO and our other executive officers under the equity incentive plan to the Board of Directors for approval. In evaluating and reaching its recommendation as to the equity incentive component of the CEO’s and our other executive officers’ compensation, the Compensation Committee may consider, among other factors as it may deem relevant, the Company’s performance, shareholder returns, the value of similar incentive awards to executive officers at comparable companies, the value of similar awards given to other executive officers of the Company, and awards given to the executive officer in past years. The full Board of Directors approves the equity awards so recommended by the Compensation Committee, except that the CEO, who is a member of the Board, does not participate in the Board’s approval of his own equity awards. Neither the CEO nor any other executive officer may be present during voting or deliberations relating to their own compensation.
Compensation Benchmarking
Compensation Benchmarking We use peer group benchmarking to influence compensation decisions and incentive program designs, where applicable. For compensation decisions related to 2025 compensation actions, the Compensation Committee used a peer group consisting of the following companies:
Compensation Benchmarking
| •Altimmune | •Inhibrx Biosciences | •ReposiTrak | | •Arqit Quantum | •IonQ | •Rigetti Computing | | •Caribou Biosciences | •iTeos Therapeutics | •SoundHound AI | | •Digimarc | •Kodiak Sciences | •Telos | | •Domo | •Quantum Corporation | •Veritone | | •Expensify | •Quantum Computing Inc. | •Verve Therapeutics | | •IGM Biosciences | •Red Violet | |
Compensation Benchmarking
In October 2025, the Compensation Committee, in collaboration with Compensia, our independent compensation consultant, reviewed our then-current peer group, replaced three companies that had been acquired (IGM Biosciences, iTeos Therapeutics and Verve Therapeutics) and adopted a new peer group that more closely reflected our peer selection criteria. The revised comparator peer group for 2026 compensation benchmarking consists of:
Compensation Benchmarking
| •Altimmune | •Domo | •Quantum Computing Inc. | | •Applied Digital | •Firefly Aerospace | •Red Violet | | •Archer Aviation | •IonQ | •ReposiTrak | | •Arqit Quantum | •Joby Aviation | •Rigetti Computing | | •Aurora Innovation | •Kodiak Sciences | •SoundHound AI | | •Caribou Biosciences | •NextNav | •Veritone | | •Digimarc | •NuScale Power | |
Summary Compensation Table
Summary Compensation Table The following table presents information regarding the compensation of our NEOs for the fiscal years ended December 31, 2025 and 2024:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Alan E. Baratz | 2025 | 575,000 | 4,049,217 | — | 546,250 | — | 5,170,467 | | President & Chief Executive Officer, Director | 2024 | 575,000 | 630,000 | — | 517,500 | — | 1,722,500 | | John M. Markovich | 2025 | 464,083 | 2,250,783 | — | 315,210 | — | 3,030,076 | | Executive Vice President & Chief Financial Officer | 2024 | 430,000 | 315,000 | — | 283,360 | — | 1,028,360 | | Diane Nguyen | 2025 | 360,875 | 808,725 | — | 210,727 | — | 1,380,327 | | Executive Vice President, Chief Legal Officer & General Counsel | 2024 | 310,000 | 378,000 | 162,000 | 151,800 | — | 1,001,800 |
Summary Compensation Table
__________________ (1)The amounts reported in this column reflect the grant date fair value of restricted stock unit (“RSU”) awards made under the 2022 Plan (as defined below) to the NEOs listed in this table, computed based on the closing price of the Common Shares on the respective grant dates, in accordance with FASB ASC Topic 718 for stock-based compensation transactions. (2)The amounts reported in this column reflect the grant date fair value of stock option awards made under the 2022 Plan and 2020 Plan (as defined below) to the NEOs, computed in accordance with FASB ASC Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the NEO upon the vesting of the stock options, the exercise of the stock options, or the sale of the Common Shares underlying such stock options. (3)For 2025 and 2024, the amounts reported in this column reflect the annual cash incentive earned by each NEO determined by our Compensation Committee, as discussed in the section titled “—Annual Incentive Plan.”
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2025. All awards were granted pursuant to the 2020 Plan or the 2022 Plan. See the section titled “—Equity Compensation Plans” below for additional information.
Outstanding Equity Awards at 2025 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Alan E. Baratz | 1,133,070 | — | 0.91 | 5/5/2030 | 697,587(2) | 18,241,900 | | | 213,232 | — | 0.8455 | 1/10/2034 | | | | John M. Markovich | 207,924 | — | 0.92 | 8/20/2031 | 496,542(3) | 12,984,573 | | | 120,826 | — | 0.8455 | 1/10/2034 | | | | Diane Nguyen | 8,333 | 35,417(4) | 2.10 | 3/27/2034 | 207,921(5) | 5,437,134 |
Outstanding Equity Awards at 2025 Fiscal Year-End
__________________ (1)The market value of these shares is based on the closing price of our Common Shares on December 31, 2025 ($26.15 per share). (2)Of the 697,587 unvested RSUs, 93,750 vest in equal quarterly installments through March 27, 2027, 168,750 vest in equal quarterly installments through March 27, 2028, and 435,087 vest in equal quarterly installments through January 1, 2028. (3)Of the 496,542 unvested RSUs, 62,500 vest in equal quarterly installments through March 27, 2027, 84,375 vest in equal quarterly installments through March 27, 2028, and 349,667 vest in equal quarterly installments through March 6, 2029. (4)The remaining portion of the option vests in equal monthly installments on the 1st of each month through May 1, 2027. (5)Of the 207,921 unvested RSUs, 26,675 vest in equal quarterly installments through March 27, 2027, 37,500 vest in equal quarterly installments through May 1, 2027, 45,000 vest in equal quarterly installments through March 27, 2028, 82,648 vest in equal quarterly installments through March 6, 2029, and 16,098 vest in equal quarterly installments through July 30, 2029.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following section sets forth the pay versus performance disclosure required by the SEC’s rules. Our Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further details concerning our executive compensation programs, see the section titled “Executive Compensation.”
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth the compensation for Dr. Baratz, our principal executive officer (“PEO”) and the average compensation for Mr. Markovich and Ms. Nguyen, our non-PEO named executive officers (our “Non-PEO NEOs”), as reported in the Summary Compensation Table (see the section titled “Executive Compensation—Summary Compensation Table”) and with certain adjustments to reflect the “Compensation Actually Paid” to such individuals, as defined under SEC rules and discussed further below, for each of 2025, 2024, and 2023. The table also provides information on our cumulative total shareholder return (“TSR”), and net loss.
Pay Versus Performance Table
| Year | Summary Compensation Table for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based On TSR ($)(5) | Net Loss ($000s)(6) | | 2025 | 5,170,467 | 30,926,066 | 2,205,202 | 15,030,314 | 1,815.97 | (355,062) | | 2024 | 1,722,500 | 8,392,428 | 1,015,080 | 5,043,040 | 667.36 | (143,879) | | 2023 | 1,045,150 | (587,125) | 533,495 | 12,335 | 58.33 | (82,715) |
Pay Versus Performance Table
__________________ (1)Amounts reflected in the Summary Compensation Table (“SCT”) for our PEO, Dr. Baratz, as noted above in the section titled “Executive Compensation” and in the proxy statement for our 2025 annual meeting of stockholders, filed with the SEC on April 22, 2025. (2)The dollar amounts shown do not represent the actual compensation earned by or paid to our PEO, Dr. Baratz, during the applicable year. Item 402(v) of Regulation S-K requires that certain adjustments be made to Dr. Baratz’s total compensation reported in the Summary Compensation Table for each year to determine “Compensation Actually Paid to PEO ($)” reported in the Pay Versus Performance Table. The following table details the required adjustments to Dr. Baratz’s Summary Compensation Table total compensation for each year to determine the “Compensation Actually Paid to PEO ($)” for fiscal years 2025, 2024 and 2023, respectively:
Pay Versus Performance Table
| | 2025 ($) | 2024 ($) | 2023 ($) | | SCT Total Compensation of PEO | 5,170,467 | 1,722,500 | 1,045,150 | | Subtract SCT amounts for stock and option awards | (4,049,217) | (630,000) | (153,900) | | Add year-end fair value of equity awards granted during the year that remain outstanding and unvested at year-end | 11,377,525 | 2,520,000 | 264,000 | | Add vesting date fair value of awards granted and vesting during the year | 2,292,915 | 282,240 | — | | Add the change in fair value of awards between the end of the prior year and the end of the year for awards granted in a prior year that remain unvested at the end of the year | 4,659,375 | 4,089,000 | (700,000) | | Add change in fair value from the end of the prior year to the vest date of awards vested in the year | 11,475,000 | 408,688 | (1,042,375) | | Compensation Actually Paid (as calculated) | 30,926,066 | 8,392,428 | (587,125) |
Pay Versus Performance Table
(3) Amounts reflect the average of the Summary Compensation Table totals for Mr. Markovich and Ms. Nguyen, our Non-PEO NEOs, as noted in the section titled “Executive Compensation” and in the proxy statement for our 2025 annual meeting of stockholders, filed with the SEC on April 22, 2025. (4) The dollar amounts shown do not represent the actual average compensation earned by or paid to our Non-PEO NEOs during the applicable year. Item 402(v) of Regulation S-K requires that certain adjustments be made to the Non-PEO NEOs’ average total compensation reported in the Summary Compensation Table for each year to determine “Average Compensation Actually Paid to Non-PEO NEOs ($)” reported in the Pay Versus Performance Table. The following table details the required adjustments to the Non-PEO NEOs’ Summary Compensation Table average total compensation for each year to determine the “Average Compensation Actually Paid to Non-PEO NEOs ($)” for fiscal years 2025, 2024 and 2023, respectively:
Pay Versus Performance Table
| | 2025 ($) | 2024 ($) | 2023 ($) | | SCT Average Total Compensation of Non-PEO NEOs | 2,205,202 | 1,015,080 | 533,495 | | Subtract SCT amounts for stock and option awards | (1,529,754) | (427,500) | (73,195) | | Add year-end fair value of equity awards granted during the year that remain outstanding and unvested at year-end | 5,863,000 | 1,467,751 | 125,558 | | Add vesting date fair value of awards granted and vesting during the year | 1,014,121 | 161,558 | — | | Add the change in fair value of awards between the end of the prior year and the end of the year for awards granted in a prior year that remain unvested at the end of the year | 2,572,470 | 2,526,393 | (314,772) | | Add change in fair value from the end of the prior year to the vest date of awards vested in the year | 4,905,275 | 299,757 | (258,751) | | Compensation Actually Paid (as calculated) | 15,030,314 | 5,043,040 | 12,335 |
Pay Versus Performance Table
(5) Represents the year-end value of $100 invested in our Common Shares on January 1, 2023, the first day of fiscal year 2023. (6) Illustrates our reported GAAP net loss for the corresponding year. Our net losses for the fiscal years 2023, 2024 and 2025 shown above include a $0.3 million gain, a $68.2 million loss, and a $270.5 million loss, respectively, related to the remeasurement to fair value of the liability arising from our former NYSE-listed public warrants. The fair value of our warrant liabilities in such fiscal years varied primarily with the trading prices of the public warrants, which were generally in line with the appreciation (or decrease, in 2023) of the trading prices of our Common Shares in those periods.
Relationship Between Compensation Actually Paid and Company Performance
Relationship Between Compensation Actually Paid and Company Performance Our target pay decisions are typically made toward the beginning of each year with considerations for pay decisions revolving around market competitiveness and to some extent our previous year’s performance. The design of our compensation platforms is intended to reward performance actually achieved. The Pay Versus Performance Table above presents, for each of fiscal years 2023, 2024, and 2025, (i) Compensation Actually Paid to our PEO and average Compensation Actually Paid to our Non-PEO NEOs, and (ii) TSR and net loss, as measures of Company performance. The year-over-year changes in Compensation Actually Paid to our PEO and average Compensation Actually Paid to our Non-PEO NEOs were primarily driven by changes in our stock price in each fiscal year. The chart below illustrates the relationship between (i) Compensation Actually Paid to our PEO and average Compensation Actually Paid to our Non-PEO NEOs, and (ii) the Company’s performance as measured by TSR, for each of the fiscal years 2023, 2024, and 2025. TSR is illustrated as the return on a $100 investment in our Common Shares on January 1, 2023. The chart below illustrates the relationship between (i) Compensation Actually Paid to our PEO and average Compensation Actually Paid to our Non-PEO NEOs, and (ii) the Company’s performance as measured by our actual net loss, for each of the fiscal years 2023, 2024, and 2025. Our net losses for the fiscal years 2023, 2024 and 2025 shown in the Pay Versus Performance Table above and in the chart below include a $0.3 million gain, a $68.2 million loss, and a $270.5 million loss, respectively, related to the remeasurement to fair value of the liability arising from our former NYSE-listed public warrants. The fair value of our warrant liabilities in such fiscal years varied primarily with the trading prices of the public warrants, which were generally in line with the appreciation (or decrease, in 2023) of the trading prices of our Common Shares in those periods.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We maintain a director compensation policy for our non-employee directors. The annual director compensation is determined by the Board of Directors at its first meeting following each annual meeting of stockholders and covers the period starting from such annual meeting and ending at the next annual meeting.
Non-Employee Director Compensation Table
Non-Employee Director Compensation Table The following table sets forth information concerning the compensation of our non-employee directors for the year ended December 31, 2025, including RSU awards under our 2022 Plan.
Non-Employee Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Roger Biscay | 59,577 | 234,862 | — | 294,439 | | John D. DiLullo | 50,000 | 234,862 | — | 284,862 | | Rohit Ghai | 59,012 | 234,862 | — | 293,874 | | Sharon Holt | 58,167 | 234,862 | — | 293,029 | | Kirstjen Nielsen | 58,818 | 234,862 | — | 293,680 | | Steven M. West | 36,500 | 357,333 | — | 393,833 |
Non-Employee Director Compensation Table
__________________ (1)For each non-employee director other than Mr. West, reflects the grant date fair value of RSUs awarded on June 5, 2025 that vest in full on May 31, 2026 (the “Annual RSU Award”). For Mr. West, reflects the grant date fair value of the Annual RSU Award and of additional RSUs awarded on June 5, 2025, in lieu of cash retainer fees, that vested in four equal quarterly installments through April 1, 2026. Grant date fair values calculated in accordance with FASB ASC Topic 718. The table below shows for each non-employee director who was serving, and held outstanding equity awards, as of December 31, 2025, the aggregate number of shares underlying options and stock awards held by each such non-employee director as of such date.
Non-Employee Director Compensation Table
| Name | Shares Underlying Options Outstanding at Fiscal Year End (#) | Stock Awards Outstanding at Fiscal Year End (#) | | Roger Biscay | — | 14,260(1) | | John D. DiLullo | — | 14,260(1) | | Rohit Ghai | — | 14,260(1) | | Sharon Holt | — | 14,260(1) | | Kirstjen Nielsen | — | 14,260(1) | | Steven M. West | — | 17,978(2) |
Non-Employee Director Compensation Table
__________________ (1)Consists of RSUs that vest in full on May 31, 2026. (2)Consists of 14,260 RSUs that vest 100% in full on May 31, 2026, 1,859 RSUs that vested on January 1, 2026 and 1,859 RSUs that vested on April 1, 2026. Our Board of Directors and Nominating and Governance Committee expect to review director compensation periodically to ensure that director compensation remains competitive so that we are able to recruit and retain qualified directors.
Executive Officer and Director Compensation
Executive Officer and Director Compensation Please see the sections titled “Executive Compensation” and “Director Compensation” for information regarding the compensation of our executive officers and directors.