IonQ, Inc.

Our board of directors has established the following standing committees of the board of directors: audit committee, compensation committee, and nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors.

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Audit Committee

The current members of our audit committee are Mr. Singh, Ms. Thomas, and Ms. Toledano. Effective as of the conclusion of the Annual Meeting, we expect our audit committee to consist of Mr. Singh, Ms. Toledano, and Ms. Chou. Mr. Singh is the chairperson of our audit committee. Our board of directors has determined that each member of our audit committee meets the requirements for independence of audit committee members under the rules and regulations of the SEC and the listing standards of the NYSE, and also meets the financial literacy requirements of the listing standards of the NYSE. Our board of directors has determined that Mr. Singh is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K. Our audit committee is responsible for, among other things:

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selecting, retaining, compensating, evaluating, overseeing and, where appropriate, terminating our independent registered public accounting firm;

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reviewing plans for the audit and reviewing and approving audit and non-audit services to be performed by the independent auditor or other registered public accounting firms;

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evaluating the independence and qualifications of our independent registered public accounting firm;

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reviewing our financial statements and discussing with management and our independent registered public accounting firm the results of the annual audit and the quarterly reviews;

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reviewing and discussing with management and our independent registered public accounting firm the quality and adequacy of our internal controls and our disclosure controls and procedures;

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discussing with management our procedures regarding the presentation of our financial information and reviewing earnings press releases and guidance;

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discussing with our internal audit function the adequacy and effectiveness of our Company’s scope, staffing, and general audit approach;

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reviewing and approving related party transactions;

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reviewing and monitoring compliance with our code of business conduct and ethics;

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overseeing procedures to address complaints regarding accounting, internal accounting controls and auditing matters, including confidential, anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters;

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providing oversight of cybersecurity matters and receiving regular cybersecurity reports from members of management, including updates on potential cybersecurity risks and mitigation strategies, information security initiatives and assessments of our cybersecurity program; and

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overseeing our legal and regulatory compliance, including risk assessment.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the Securities and Exchange Commission, or the SEC, and the listing standards of the NYSE. A copy of the charter of our audit committee is available on our website atinvestors.ionq.com. During 2024, our audit committee held thirteen meetings.

Compensation Committee

The current members of our compensation committee are Ms. Chou and Mr. Scannell. Ms. Chou is the chairperson of our compensation committee. Our board of directors has determined that each member of our compensation committee meets the requirements for independence for compensation committee members under the rules and regulations of the SEC and the listing standards of the NYSE. Each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our compensation committee is responsible for, among other things:

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reviewing and making recommendations to our board of directors regarding the compensation for our chief executive officer;

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reviewing and approving (or making recommendations to the board of directors for approval of) the compensation for our other executive officers;

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reviewing, approving and administering our employee benefit and equity incentive plans;

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overseeing our compensation plans and programs with a goal to attract, incentivize, retain and reward management and employees;

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approving or making recommendations to our board of directors regarding the creation or revision of any clawback policy; and

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making recommendations to our board of directors regarding non-employee director compensation.

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE. A copy of the charter of our compensation committee is available on our website atinvestors.ionq.com. During 2024, our compensation committee held eight meetings.

Nominating and Corporate Governance Committee

The current members of our nominating and corporate governance committee are Mr. Singh, Ms. Thomas, and Ms. Toledano. Effective as of the conclusion of the Annual Meeting, our nominating and corporate governance committee will consist of Mr. Singh and Ms. Toledano. Ms. Toledano is the chairperson of our nominating and corporate governance committee. Our board of directors has determined that each member of our nominating and corporate governance committee meets the requirements for independence for nominating and corporate governance committee members under the listing standards of the NYSE. Our nominating and corporate governance committee is responsible for, among other things:

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reviewing and assessing and making recommendations to our board of directors regarding desired qualifications, expertise and characteristics sought of members of our board of directors;

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identifying, evaluating, and making recommendations to our board of directors regarding nominees for election to our board of directors;

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reviewing our succession planning process for our executive officers;

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overseeing our board of directors’ committee structure and operations;

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reviewing and making recommendations to our board of directors regarding our corporate governance guidelines and corporate governance framework;

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overseeing the evaluation of the performance of our board of directors and its committees; and

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making recommendations to our board of directors regarding processes for stockholder communications with the non-management members of our board of directors.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of the NYSE. A copy of the charter of our nominating and corporate governance committee is available on our website atinvestors.ionq.com. During 2024, our nominating and corporate governance committee held nine meetings.