IonQ, Inc.

The compensation provided to those individuals who are our named executive officers (“NEOs”) for our fiscal year ended December 31, 2024, is set forth in detail in the 2024 Summary Compensation Table and the other tables that follow this Compensation Discussion and Analysis. The following is an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each component of compensation that we provide to our NEOs. In addition, we explain how and why the compensation committee of our board of directors arrived at the specific compensation policies and decisions for our NEOs. Four individuals served as our NEOs for 2024:

•

Peter Chapman, our former President and Chief Executive Officer during 2024, who served until February 26, 2025, when he voluntarily resigned and was appointed Executive Chair;

•

Thomas Kramer, our Chief Financial Officer;

•

Rima Alameddine, our Chief Revenue Officer; and

•

Jungsang Kim, our former Chief Technology Officer, who voluntarily resigned effective March 31, 2024.

Our board of directors has delegated to the compensation committee authority and responsibility for establishing and overseeing salaries, incentive compensation plans, and other forms of compensation for our executive officers, including NEOs (with the exception of the President and Chief Executive Officer, whose compensation is approved by the board of directors upon the recommendation of the compensation committee), general remuneration policies for the balance of our employee population, and for overseeing and administering our equity incentive and benefits plans.

The following compensation governance standards in our executive compensation policies and practices are currently in effect:

-22-

Overview

2024 Business Highlights

Our executive compensation program is designed to align the compensation of our executives with our operating and financial performance to create sustainable value for our stockholders. Accordingly, our executive compensation decisions should be considered in the context of our financial and operational performance during 2024, including:

Delivery and commissioning of a Forte Enterprise system in Basel, Switzerland for a customer.

Achievement of full year revenue of $43.1 million, representing year-over-year growth.

Achievement of full year bookings of $95.6 million.

2024 Executive Compensation Highlights

As reflected in our general compensation philosophy and objectives, our executive compensation program is intended to reward performance, attract and retain exceptional talent, and increase stockholder value. Accordingly, our key executive compensation actions in 2024 advanced these objectives:

•

Competitive Base Salaries—We provided our NEOs with base salary levels that are competitive in the marketplace.

•

Annual Bonuses Reflecting Pay for Performance—A significant portion of compensation paid to our NEOs consists of performance-based annual bonuses that were only earned based on our achievement of pre-established annual corporate financial and technical milestone goals.

•

Equity Awards Promoting Our Stockholders’ Interests—Equity incentives constitute a significant majority of the annualized compensation value for NEOs to align their interests with those of our stockholders. In 2023, we made special grants of performance-based restricted stock units (“PSUs”) representing two-thirds of regular annual intended grant value for four years to our then-current NEOs other than Mr. Chapman, with the remaining one-third of regular intended annual grant value delivered annually in the form of service-vesting restricted stock units (“RSUs”). These PSUs were front-loaded with respect to the number of shares subject to the grant. Mr. Chapman requested not to receive a grant in 2023, so that his intended grant value could be reserved to be used for the Company's other employees, limiting 2023 equity costs and dilution. In 2024, our board of directors approved a grant for Mr. Chapman of PSUs in line with its long-term incentive philosophy. Equity grants made in 2024 are explained in more detail below in the section titled “—Executive Compensation Program Components.” In connection with his grant of PSUs in 2024, Mr. Chapman also became eligible for cash incentive payments.

Effect of Most Recent Stockholder Advisory Vote on Executive Compensation

At our 2024 Annual Meeting, for the first time, we conducted a non-binding advisory vote on the frequency of advisory votes on the compensation of our NEOs (commonly known as a “Say-on-Pay Vote”). Approximately 98% of the votes cast selected Say-on-Pay Votes on an annual basis, and our board of directors subsequently determined to hold Say-on-Pay Votes annually until the next required non-binding advisory stockholder vote on the frequency of holding future votes.

Also at our 2024 Annual Meeting, for the first time, we conducted a non-binding Say-on-Pay Vote. Approximately 95% of the votes cast approved the compensation program for our NEOs as described in our 2024 proxy statement. Based on this strong stockholder support, our compensation committee determined not to make significant changes to our existing executive compensation program and policies. We value the opinions of our stockholders. Our goal is to be responsive to our stockholders and ensure we understand and address their concerns and observations. Our compensation committee will consider the outcome of any future Say-on-Pay Vote, as well as feedback received throughout the year, when making compensation decisions for our NEOs.

-23-

Executive Compensation Philosophy and Objectives

We believe that a fundamental measure of our success will be the stockholder value we create as a direct result of our ability to bring quantum advantage to applications across a wide range of industries over the medium to long term.

Our ability to deliver on the promise of quantum computing depends on our ability to attract, retain, and motivate the most qualified and talented people to operate our Company. It also relies on our ability to execute with the highest velocity, accelerate our technical and financial roadmaps, and take advantage of our current capital position, putting every dollar to work in the most effective way.

Our executive compensation philosophy is founded on the following guiding principles:

•

Connect compensation to technical roadmap progression and financial measures that correlate strongly with total stockholder returns (“TSR”).

•

Balance short-term financial results with long-term strategic objectives.

•

Reward achievement of challenging corporate objectives and exceeding rigorous performance goals, without encouraging inappropriate risk-taking.

•

Provide competitive pay packages capable of attracting and retaining top talent, sometimes from larger, well-established technology companies.

•

Reward extraordinary results and performance.

Compensation Program Design

Our executive compensation program for 2024 reflected our stage of development as a growing publicly traded company. Accordingly, the compensation of our NEOs consisted of base salary, a short-term incentive compensation opportunity payable in a mix of cash and equity, long-term incentive (“LTI”) cash and equity compensation, and employee health and welfare benefits.

We offer cash compensation in the form of base salaries and incentive compensation opportunities with an annual payment component, settled in a mix of cash and stock. Typically, we have structured our annual incentive compensation opportunities to focus on the achievement of specific short-term financial and operational objectives that will complement our longer-term growth objectives.

Additionally, equity awards for shares of our common stock serve as the key component of our executive compensation program. In 2023, we delivered approximately one-third of intended annual equity incentive value via service-vesting equity (together with the portion of the incentive compensation plan bonus payout that was paid via equity awards), and two-thirds of annual equity incentive value via performance-vesting equity. However, to leverage the opportunity for future price growth and retain our key executives we granted performance-vesting PSUs that were front-loaded with respect to the number of shares subject to the grant, with awards covering the expected regular performance-vesting equity value to be delivered to our senior executives, except Mr. Chapman, through 2026. As a result of these grants, other than awards to newly hired executives, we generally expect to make no further performance-vesting equity grants to our executives until 2027, and only to grant the service-vesting portion (that was not front-loaded) on an annual basis.

In 2024, we maintained our performance-vesting philosophy. None of our executive officers, other than Mr. Chapman, received any performance-vesting equity because the awards issued in 2023 were front-loaded as to the number of shares subject to the grant, as intended to meet the incentive needs. Mr. Kramer and Ms. Alameddine received one-third of their intended annual equity incentive value via service-vesting equity (together with the portion of the incentive compensation plan bonus payout that was paid via equity awards).

Mr. Chapman requested to not receive a grant in 2023, so that his intended grant value could be reserved to be used for the Company's other employees, limiting 2023 equity costs and dilution. In December 2024, when our compensation committee recommended, and our board of directors approved, a grant of performance-vesting equity, the grant to Mr. Chapman was in line with our equity compensation philosophy and intended to front-load the number of shares subject to his performance-vesting equity through 2026.

-24-

In the future, we may introduce other forms of equity awards, as we deem appropriate, into our executive compensation program to offer our NEOs additional types of long-term incentive compensation that further the objective of aligning the recipient’s interests with those of our stockholders.

Finally, we offer executives health and welfare benefits that are available to our other employees, including medical, dental, vision, flexible spending accounts, life insurance and a 401(k) plan.

We have not adopted any formal policies or guidelines for allocating compensation between current and long-term compensation or between cash and non-cash compensation, although we use competitive market data and peer group comparisons to understand the competitive market framework for pay mix. Within this overall framework, our compensation committee reviews each component of executive compensation separately, and considers the value of each NEO’s compensation package as a whole and its relative value in comparison to our other NEOs.

Compensation-Setting Process

Role of Our Compensation Committee

Compensation decisions for our executives are made by our compensation committee. Currently, our compensation committee is responsible for reviewing, evaluating and approving the compensation arrangements, plans, policies, and practices for our NEOs, other than with respect to our President and Chief Executive Officer, with respect to whom compensation decisions are made by the board of directors.

For 2024, our compensation committee, after consulting with our management team and the committee's compensation consultant, established our corporate performance objectives and made decisions with respect to any base salary adjustment, and approved the corporate performance objectives and target annual incentive compensation opportunities and LTI awards for our executive officers, including our NEOs, other than our President and Chief Executive Officer, for the upcoming year.

Role of Management

In fulfilling its responsibilities, our compensation committee collaborates with members of our management team, including our President and Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, and Chief People Officer. Typically, our management team (together with our compensation consultant) assists our compensation committee in the execution of its responsibilities by providing information on corporate and individual performance, market data, and management’s perspective and recommendations on compensation matters.

Except with respect to his own compensation, our President and Chief Executive Officer will make recommendations to our compensation committee regarding compensation matters, including the compensation of our executive officers. Our President and Chief Executive Officer also participates in meetings of our compensation committee, except with respect to his own compensation, which is decided by the independent members of our board of directors on the recommendation of our compensation committee.

Role of Compensation Consultant

Our compensation committee is authorized to retain the services of one or more executive compensation advisors from time to time, as it sees fit, in connection with performing its duties.

To assist us in executing our executive compensation strategy and guiding principles, assessing current executive total compensation levels against competitive market practices, developing a compensation peer group and advising on potential executive compensation decisions for 2024, our compensation committee engaged Meridian Compensation Partners LLC (“Meridian”), a national compensation consulting firm, during 2024. Our compensation committee provided Meridian with instructions regarding the goals of our executive compensation program and the parameters of the competitive review of executive officer compensation packages that it was to conduct. In particular, the compensation committee instructed Meridian to analyze whether the compensation packages of our executive officers were consistent with our compensation philosophy and competitive relative to market practice. The compensation committee further instructed Meridian to evaluate the following components to assist the compensation committee in establishing 2024 compensation: base salary; target and actual annual incentive compensation; target and actual total cash compensation (base salary and target incentive compensation); LTI compensation; target and actual total direct compensation (base salary, annual incentive compensation and annualized LTI grant value); and beneficial ownership of our common stock.

-25-

Meridian provides no other services to us other than those related to executive and non-employee director compensation matters on behalf of the compensation committee. Our compensation committee has assessed the independence of Meridian, taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the NYSE listing standards, and has concluded that no conflict of interest exists with respect to the work that Meridian performed and performs, for our compensation committee.

Use of Competitive Data

To assess the competitiveness of our executive compensation program and to assist in setting compensation levels, Meridian analyzed market data for the compensation peer group approved by our compensation committee, as well as the best-available pay-survey data as identified by Meridian. Data on peer group pay practices and policies also were compiled and analyzed by Meridian to inform related decisions by the compensation committee.

Competitive Positioning

In 2024, our compensation committee continued to compare and analyze our executive compensation program with that of a formal compensation peer group of companies.

Executive Compensation Peer Group Prior to February 2024

With respect to 2024 executive compensation decisions prior to February 2024, our compensation committee used a peer group approved in 2024 that considered the following criteria: (i) U.S.-based, publicly-traded, technology companies, with a focus on U.S.-based hardware, software, semiconductor, and IT services companies; (ii) companies with revenues under $200 million; (iii) companies with a market capitalization generally between $600 million and $6 billion, based on IonQ’s average market valuation of approximately $2.5 billion; and (iv) companies with positive revenue growth, with a preference for companies at or above 10% annual revenue growth. As a result, the following group comprised our executive compensation peer group for 2024 executive compensation decisions prior to February 2024:

Executive Compensation Peer Group Beginning February 2024

With respect to 2024 executive compensation decisions beginning in February 2024, our compensation committee used a peer group approved in 2024 that considered the following criteria: (i) U.S.-listed development-stage companies focused on technology hardware, software, semiconductors, electronic equipment, and IT services; (ii) revenues under $1 billion; and (iii) market capitalization generally between $100 million and $10 billion. Other considerations were proxy advisor peers, number of employees, and on-chip technology. As a result, the following group comprised our executive compensation peer group for 2024 executive compensation decisions beginning in February 2024:

Our compensation committee evaluates the competitiveness of our compensation programs by reference to our peer group, but our compensation committee does not benchmark with respect to any particular element of compensation.

Executive Compensation Program Components

The following describes each component of our executive compensation program, the rationale for each, and how the compensation amounts and awards were determined for 2024.

-26-

Base Salary

Base salary is the primary fixed component of our executive compensation program. We use base salary to compensate our NEOs for services rendered during the year and to ensure that we remain competitive in attracting and retaining executive talent.

Our compensation committee reviews the base salaries of each NEO at least annually and adjusts as it determines to be reasonable and necessary to reflect the scope of an NEO’s performance, contributions, responsibilities, experience, prior salary level, position (in the case of a promotion), and market conditions. We typically establish the initial base salary of a NEO through arms-length negotiation at the time, after taking into consideration his or her position, qualifications, experience, salary expectations, and the base salaries of our other executives.

Our compensation committee approved an increase to the base salaries of Mr. Kramer and Ms. Alameddine effective April 1, 2024. In December 2024, our board of directors increased Mr. Chapman's base salary effective January 1, 2025. The salary increases were to ensure the competitiveness of our compensation program compared to peer group proxy data provided by Meridian and related considerations including performance, experience, and internal equitability. Dr. Kim voluntarily resigned effective March 31, 2024, and received no salary increase during 2024.

Our NEOs’ base salaries for 2024 were as follows:

(1)

Mr. Chapman's base salary was increased effective January 1, 2025, to $700,000.

2024 Annual Incentive Compensation

Our 2024 incentive compensation plan focused on incentivizing and rewarding achievement of a select set of the most business-critical Company goals and metrics, which are shorter-term in nature and aligned to the current year, using an Objectives and Key Results (“OKR”) framework.

Each year the executive team proposes a set of the most critical Company OKRs, suggests a weighting for each goal and obtains the compensation committee’s agreement. This set of OKRs will include committed OKRs, which are binary—the metric must be met to contribute the full weighted amount of bonus to the pool. There will also be aspirational OKRs which contribute to the final bonus pool and will be measured on a prorated basis of success once the metric of the committed goal is met. The compensation committee will advise and approve the final list of objectives and weighting each year.

The structure of our 2024 annual incentive compensation plan was a mix of cash and RSUs, which vested immediately, earned from 0-2x percent-of-salary target amounts for achievement of OKRs that drive stockholder value creation. Penalty for underachievement and reward for overachievement is moderate to mitigate compensation-related risk and focus on our resilience and sustainability over time. All executives other than our President and Chief Executive Officer were measured based on Company OKR results.

In March 2024, our compensation committee set the terms and conditions of our 2024 annual incentive compensation plan. It provided that our NEOs were eligible to earn 100% of their target bonus based on target achievement against technical and operational goals, as follows:

-27-

Additionally, our compensation committee reserved flexibility to adjust the amounts payable with respect to our NEOs based on individual performance factors.

In 2024, our NEOs were eligible to earn the following annual bonus amounts:

(1)

Ms. Alameddine was also eligible for a sales bonus equal to 50% of her base salary, as described below.

(2)

Dr. Kim resigned from employment in March 2024 and was ultimately not eligible for an annual bonus.

In January 2025, our compensation committee reviewed achievement against our 2024 incentive compensation plan OKRs, and determined that we had achieved some of the OKRs (resulting in achievement of our primary bonus at 67%). However, in light of a number of factors including personal contributions of our NEOs, our compensation committee approved bonus payments at a 75% achievement level. As a result, after adjustments, our NEOs received the following amounts under our 2024 incentive compensation plan:

(1)

Bonus amounts were earned based on a dollar amount and 50% of that dollar amount was converted to RSUs based on the closing stock price on the New York Stock Exchange from the day prior to the Grant Date, rounded down to the nearest whole share, and 50% was paid in cash.

(2)

As described in more detail below, Mr. Chapman received a cash long-term incentive award in 2024. As a result, he was not awarded payment with respect to our OKR achievement.

Sales Bonus

In addition to the annual incentive compensation described above, for 2024, Ms. Alameddine was eligible for a sales bonus of up to 50% of her base salary, based on the achievement of sales and bookings goals. Based on achievement for 2024 with respect to the bookings goal, Ms. Alameddine is eligible for a sales bonus of $124,815, which will be paid in accordance with our payroll policies and Ms. Alameddine's sales bonus program.

Long-Term Incentive Compensation

We use LTI awards to incentivize and reward our executives (including our NEOs) for long-term corporate performance, primarily in equity to align the interests of our executives with those of our stockholders. We may grant stock options covering shares of our common stock and full value awards for shares of our common stock, or awards without a purchase price, such as PSUs and RSUs.

New hire, or initial, equity awards for our executives are established through arms-length negotiations at the time the individual executive is hired. In making these awards, we consider, among other things, the prospective role and responsibility of the individual executive, competitive factors, the expectations concerning the size of the equity award, the cash compensation to be received by the executive, and the need to create a meaningful opportunity for reward predicated on the creation of long-term TSR.

In addition, we grant equity awards to our executives when our compensation committee determines that such awards are necessary or appropriate to recognize corporate and individual performance, in recognition of a promotion, or to achieve our retention objectives. To date, we have not applied a rigid formula in determining the size of these equity awards. Instead, our compensation committee has determined the size of such equity awards for an individual executive after taking into

-28- consideration market data compiled from our compensation peer group, the equity award recommendations of our President and Chief Executive Officer, the scope of an executive’s performance, contributions, responsibilities, and experience, and the amount of equity compensation held by the executive, including the current economic value of his or her outstanding unvested equity awards and the ability of this equity to satisfy our retention objectives, market conditions, and internal equity considerations.

In 2024, service-vesting equity awards were made to Mr. Kramer and Ms. Alameddine. In line with our equity award design philosophy of delivering approximately one-third of intended annual equity incentive value via service-vesting equity on an annual basis, the equity awards to Mr. Kramer and Ms. Alameddine were in the form of RSUs with four-year quarterly installment vesting and represented one-third of each executive’s regular annual award value. The remaining two-thirds was granted in 2023 on a four-year basis in the form of PSUs which front-loaded the number of shares subject to the grant. In determining the number of RSUs that were granted, intended individual grant values were divided by our average share price for the 22 consecutive trading days prior to the grant date. Dr. Kim did not receive an equity award because of his resignation effective March 31, 2024.

The LTI equity grants to Mr. Kramer and Ms. Alameddine are shown in the table below:

As noted above, Mr. Chapman did not receive a PSU award in 2023, as he had previously requested to not receive such a grant, and had not received equity or other incentive compensation since 2022. On December 16, 2024, our compensation committee recommended, and our board of directors approved, a three-component structure for Mr. Chapman as summarized below:

•

$10 million of cash paid on or before December 31, 2024 (forfeited if earlier voluntary termination);

•

$10 million of cash paid on or before December 31, 2025 (forfeited if earlier voluntary termination); and

•

$5 million of PSUs.

The grant of PSUs was approved by our board of directors to incentivize achievement of the Company's long-term growth strategy and drive return to stockholders by:

•

Aligning Mr. Chapman's interests with those of the Company's stockholders such that material elements of Mr. Chapman's compensation opportunity are performance-based; and

•

Providing a significant incentive for Mr. Chapman to continue to lead the Company, while executing critical growth initiatives.

Determination of the earned shares from 0-to-3x target is based on achievement of updated technical goals, to account for technical achievements made before Mr. Chapman entered the plan, and original financial goals.

The board of directors approved the December 2024 cash award to recognize outstanding leadership and strategic contributions beyond financial goals as well as Company stock performance in 2024 that led to annualized total shareholder return of 237%, and in light of Mr. Chapman declining long-term equity incentive compensation in 2023 and 2024 prior to the December 2024 PSUs. The board of directors approved the December 2025 cash award to incentivize Mr. Chapman to continue to lead the Company.

In the event Mr. Chapman's employment is terminated prior to December 31, 2025, without "cause" or by Mr. Chapman for "good reason" (as those terms are defined in the Executive Severance Plan), we will pay Mr. Chapman any previously unpaid portions of the cash awards, subject to the provisions of the Executive Severance Plan.

-29-

Pursuant to the PSU award agreement and the 2021 Equity Incentive Plan (the “2021 Plan”), Mr. Chapman's PSUs will continue to be outstanding and may vest for so long as he is in Continuous Service as an employee of the Company (and any successor) or an Affiliate generally through completion of the PSU Performance Period and based on achievement of the performance goals and a 60-trading day trailing average stock price requirement. Mr. Chapman's PSUs have acceleration provisions consistent with our standard form PSU agreement as previously disclosed and described below in the section titled “—Potential Payments Upon Termination or Change in Control.”

Executive Compensation Policies

While our board of directors has overall responsibility for risk oversight, the compensation committee, with the assistance of its independent compensation consultant, annually reviews and discusses the risks that relate to our compensation program, including incentive and commission arrangements below the executive level. The following are executive compensation policies intended to mitigate IonQ’s compensation-related risk:

Stock Ownership Guidelines

During 2024, our compensation committee approved robust stock ownership guidelines for our executives, as outlined below. Shares owned outright or beneficially owned in a trust for family members, shares allocated to individual accounts in company plans, and unvested RSUs count toward the guidelines. Covered executives are expected to achieve the guidelines within five years of initial application and have three years to acquire incremental shares if their guideline multiple is later increased due to promotion or a market update. Net after-tax shares distributed from the compensation program must be held if the guideline is not achieved by the expected time.

Compensation Recoupment

The IonQ, Inc. Incentive Compensation Recoupment Policy is our comprehensive policy on recoupment of compensation. This policy covers all individuals who are or were ever designated as an “officer” by the board of directors in accordance with Exchange Act Rule 16a-1(f). Under this policy, in the event of a financial restatement (whether or not this involves misconduct on the part of the covered individual) or a recalculation of a financial metric affecting an award, we have the right to recover from any covered individual annual incentive payments and gains realized from vested long-term incentive awards. The full text of our Incentive Compensation Recoupment Policy may be obtained by accessing our filings on the SEC’s website atwww.sec.gov.

Trading Prohibitions

We have an Insider Trading Policy applicable to executive officers which prohibits hedging or monetization transactions with respect to our common stock, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. In addition, our Insider Trading Policy prohibits trading in derivative securities related to our common stock, which include publicly traded call and put options, engaging in short selling of our common stock, purchasing our common stock on margin or holding it in a margin account and pledging our shares as collateral for a loan.

Welfare and Other Employee Benefits

Our NEOs are eligible to participate in our employee benefit plans, including medical, dental, vision, disability and life insurance, in each case on the same basis as all of our other full-time employees.

Our NEOs are eligible to participate in a defined contribution retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation on a pre-tax or after-tax (Roth) basis, up to the statutorily prescribed annual limits on contributions under the Internal Revenue Code of 1986, as amended (the “Code”). Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. We currently make matching contributions into the 401(k) plan on behalf of participants equal to 100% of participant contributions up to 5% of their compensation, subject to the IRS maximum. Participants are always vested in their contributions to the plan. Participants vest in their Company

-30- matching and nonelective contributions under a two-year graded vesting schedule. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Perquisites and Other Personal Benefits

We generally do not provide perquisites or personal benefits to our NEOs, except in limited circumstances.

Executive Officer Employment Arrangements

Employment Arrangements

Each of our NEOs is an at-will employee with certain rights to advance notice prior to termination as provided under the Executive Severance Plan. Each NEO is eligible to participate in the Executive Severance Plan under the terms and conditions of such plan. See the section below titled “—Severance Plan” for additional information and note that the former IonQ, Inc. Change in Control Severance Plan was amended and designated as the IonQ, Inc. Executive Severance Plan in December 2024.

Peter Chapman

In September 2021, we entered into an amended and restated offer letter agreement with Mr. Chapman which governs the current terms of his employment as our President and Chief Executive Officer. Mr. Chapman’s annual base salary is $700,000, effective January 1, 2025, increased from $505,000. Mr. Chapman is also eligible for reimbursement of business expenses and to participate in our standard employee benefit plans and programs. Effective February 26, 2025, Mr. Chapman was appointed as our Executive Chair at which time no terms of his compensation were amended.

Thomas Kramer

In September 2021, we entered into an amended and restated offer letter agreement with Mr. Kramer that governs the current terms of his employment as our Chief Financial Officer. Mr. Kramer’s annual base salary is $412,000, effective April 1, 2024, increased from $400,000. Mr. Kramer is eligible to participate in any bonus plan that may be established for executive officers and is also eligible for reimbursement of business expenses and to participate in our standard employee benefit plans and programs.

Rima Alameddine

In December 2022, we entered into an offer letter agreement with Ms. Alameddine that established an employment relationship and governs the current terms of her employment as our Chief Revenue Officer. Ms. Alameddine’s annual base salary is $412,000, effective April 1, 2024, increased from $400,000. Ms. Alameddine is eligible to participate in any bonus plan that may be established for executive officers and is also eligible for reimbursement of business expenses and to participate in our standard employee benefit plans and programs.

Jungsang Kim

In September 2021, we entered into an amended and restated offer letter agreement with Dr. Kim that established an employment relationship and governed the terms of his employment as our Chief Technology Officer. Dr. Kim voluntarily resigned as our Chief Technology Officer effective March 31, 2024. Dr. Kim received no salary increase or annual bonus for 2024, no severance in connection with his resignation, and his PSU award granted in August 2023 was forfeited entirely.

Severance Plan

Each of our NEOs, (in the case of Dr. Kim, prior to his resignation) is eligible to receive severance benefits under the terms of the IonQ, Inc. Change in Control Severance Plan, as amended in December 2024 and redesignated as the IonQ, Inc. Executive Severance Plan. The Executive Severance Plan provides for severance benefits upon a “covered termination” that occurs outside of or during a “CIC period” (each as described below).

-31-

Upon a covered termination that occurs outside of the period beginning on the effective date of a CIC (as defined in our Executive Severance Plan) and ending on the first anniversary thereof (the “CIC period”), each participant will be entitled to (1) a payment equal to the participant’s base salary for a period of months (12 months for Mr. Chapman; 9 months for Mr. Kramer and Ms. Alameddine)plusthe percent of salary target annual bonus plusthe percent of salary target annual bonus prorated for the number of days employed in year of the termination as a fraction of 365, less applicable tax withholdings to be paid in equal installments on our regular payroll schedule or in a lump sum, as we determine, and in compliance with Section 409A of the Code, (2) payment of continued group health benefits for a period of time matching the applicable severance term, and (3) full accelerated vesting of all outstanding equity awards subject to time-based vesting.

Upon a covered termination that occurs during a CIC period, participants will be entitled to (1) a payment equal to the participant’s (x) base salary for a period of months (12 months for Mr. Chapman, Mr. Kramer, and Ms. Alameddine)plus(y) the target annual bonus prorated for the number of days employed in the year of termination as a fraction of 365, less applicable tax withholdings; (2) a payment equal to the participant’s target annual bonus less applicable tax withholdings; (3) payment of continued group health benefits; and (4) full accelerated vesting of all outstanding equity awards subject to time-based vesting. The cash payments described in (1) and (2) above are to be paid in equal installments on our regular payroll schedule or in a lump sum, as we determine, and in compliance with Section 409A of the Code.

Additionally, in accordance with his bonus agreement, in the event Mr. Chapman's employment is terminated prior to December 31, 2025, without "cause" or by Mr. Chapman for "good reason" (as those terms are defined in the Executive Severance Plan), we will pay Mr. Chapman any previously unpaid portions of the cash awards, subject to the provisions of the Executive Severance Plan.

All severance benefits under the Executive Severance Plan are subject to certain rights to advance notice prior to termination and the participant’s execution of an effective release of claims in favor of us and compliance with the terms of any confidential information, proprietary information and inventions agreement and any other agreement between the participant and IonQ. For purposes of the Executive Severance Plan, a “covered termination” is a termination of employment by IonQ without “cause,” as defined in the Executive Severance Plan, or as a result of the participant’s resignation for “good reason,” as defined in the Executive Severance Plan, in either case, not as a result of death or disability.

Policies and Practices Related to the Grant of Certain Equity Awards

We have not granted, nor do we intend to grant, stock options in anticipation of the release of material nonpublic information that is likely to result inchanges to the price of our common stock, such as a significant positive or negative earnings announcement, and, we havenot taken, nor do we intend to take, material nonpublic information into account when determining the timing or terms of stock options. Similarly, we havenot timed, nor do we intend to time, the release of material nonpublic information for the purpose of affecting the value of executive compensation or for any other purpose.

Accounting and Tax Considerations

Prior to January 1, 2018, Internal Revenue Code Section 162(m) limited the amount that we could deduct for compensation paid to our President and Chief Executive Officer and certain other highly compensated officers to $1,000,000 per person, unless the compensation was “performance-based” as defined under Section 162(m). As a result of the 2017 Tax Cuts and Jobs Act, the number of individuals covered by Section 162(m) has been expanded to include our principal financial officer and the exception for “performance-based” compensation has been eliminated. While our compensation committee cannot predict how the deductibility limit may impact our compensation program in future years, our compensation committee intends to maintain an approach to executive compensation that is intended principally to link pay to performance.

Section 409A of the Code imposes additional significant taxes if an executive officer, director, or other service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A. Although we do not maintain traditional nonqualified deferred compensation plans, Section 409A does apply to certain change in control severance arrangements. Consequently, to assist in avoiding additional tax under Section 409A, we have designed the change in control and severance arrangements described above in a manner to avoid the application of Section 409A.

Recent Changes to Our Compensation Programs

On February 26, 2025, our board of directors appointed Niccolo de Masi to serve as President and Chief Executive Officer of the Company, succeeding Peter Chapman effective as of February 26, 2025 (the “Transition Date”). Effective on the Transition Date, Mr. Chapman was appointed as Executive Chair of the Company.

-32-

In connection with his appointment as President and Chief Executive Officer, Mr. de Masi entered into an offer letter with the Company on the Transition Date (the “Offer Letter”), providing the following compensation arrangements:

•

Annual Compensation: Mr. de Masi will receive an annual base salary of $500,000 and is eligible to receive an annual cash bonus with a target amount equal to 100% of his annual base salary, subject to the achievement of executive team and Company performance goals. (In respect of calendar year 2025, he is eligible to receive an annual cash bonus that is no less than his prorated target bonus based on the Transition Date.)

•

New Hire Compensation: On the Transition Date, Mr. de Masi received an award of a target number of PSUs with an at-grant value of $27,000,000 on February 26, 2025, as determined by the last reported sale price of our common stock on such day, such PSUs were front-loaded as to the number of shares subject to the grant. The PSUs are eligible to vest (at up to 200% of target) at the end of the three-year performance period from January 1, 2025, through December 31, 2027, subject to the achievement of Company performance goals and generally subject to Mr. de Masi’s continued employment, except as provided below. In addition, Mr. de Masi received an award of RSUs with an at-grant value of $20,000,000 on February 26, 2025, as determined by the last reported sale price of our common stock on such day. The RSUs will vest on the second anniversary of the Transition Date, generally subject to Mr. de Masi’s continued employment, except as provided below, and are subject to reduction in the event Mr. de Masi forfeits less than $20,000,000 of equity, equity-based awards, or deferred compensation from his prior employer. No additional annual equity incentives for Mr. de Masi are currently contemplated by our board of directors prior to 2028.

•

Other Benefits: Mr. de Masi will be eligible for the Company’s other standard retirement and health and welfare benefits under the terms of the Company’s benefit plans as generally applicable to the Company’s senior executives, as well as reimbursement for up to $50,000 of his legal fees incurred in connection with negotiating his Offer Letter and compensation and equity arrangements. Mr. de Masi will also be a participant in the Company’s Executive Severance Plan, pursuant to which, upon Mr. de Masi’s termination by the Company without “cause” or resignation for “good reason” (each as defined therein), in each case either prior to a CIC, or within the period beginning 3 months prior to, and ending 12 months following, a CIC, the Company shall pay or provide Mr. de Masi (i) a cash amount equal to 1.5 times the sum of his annual base salary plus target cash bonus in equal installments over the 18-month period following termination, (ii) a prorated target bonus for the year of termination, and (iii) an 18-month COBRA subsidy, in each case, subject to Mr. de Masi’s execution of a customary release of claims and compliance with restrictive covenants. In addition, although with respect to future equity grants Mr. de Masi will be eligible for equity acceleration provided under the Executive Severance Plan or pursuant to the applicable forms of award agreement, with respect to the RSUs and PSUs granted to Mr. de Masi on the Transition Date: upon Mr. de Masi’s termination without “cause” (or by reason of death or disability), or Mr. de Masi’s resignation with “good reason” (subject to the requirements under the Executive Severance Plan), (i) such RSUs shall accelerate and vest in full, and (ii) such PSUs shall be eligible to vest based on projected achievement through the end of the performance period (which shall be at the “target” level if such termination occurs in calendar year 2025), and, except in the case of death or disability, the PSUs eligible to vest shall be prorated based on the proportion of the period Mr. de Masi remained employed with the Company during the period beginning on the Transition Date and ending on December 31, 2027 (but, if such termination occurs within the period beginning 3 months prior to, and ending 12 months following, a CIC, the PSUs shall be eligible to vest at no less than target performance, and no service-based proration will apply).

Report of the Compensation Committee

The compensation committee oversees our compensation policies, plans, and benefit programs. The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the compensation committee has recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

The Compensation Committee

Kathryn Chou (Chair)

William Scannell

This Report of the compensation committee does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other filing by us under the Securities Act of 1933, as amended, or the Securities

-33-

Exchange Act of 1934, as amended, except to the extent we specifically incorporate the Report of the compensation committee by reference therein.

-34-