IonQ, Inc.

Cash Compensation

We maintain a non-employee director compensation policy, most recently amended and restated in October 2024, pursuant to which the non-executive chair receives an annual base retainer of $70,000, the lead independent director receives an annual base retainer of $70,000, and each other non-employee director receives an annual base retainer of $50,000. In addition, our non-employee directors receive the following cash compensation for committee services, as applicable:

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each chair of our audit, compensation and nominating and corporate governance committees receives an additional annual retainer of $20,000, $15,000 and $10,000, respectively; and

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each other member of our audit, compensation and nominating and corporate governance committees, other than the chair of such committee, receives an additional annual retainer of $8,000, $6,000 and $4,000, respectively.

Prior to amending and restating the non-employee director compensation policy in October 2024, the lead independent director received an annual base retainer of $45,000 and each other non-employee director received an annual base retainer of $30,000. In addition, the chair of our compensation and nominating and corporate governance committees received an additional annual retainer of $12,000 and $8,000 respectively. No other director service cash compensation amounts were changed when the non-employee director compensation policy was amended and restated in October 2024. The directors were paid cash compensation from January 1, 2024, through October 21, 2024, pursuant to the non-employee director compensation policy then in effect, and were paid cash compensation from October 22, 2024, through December 31, 2024, pursuant to the amended and restated non-employee director compensation policy currently in effect.

These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on the board of directors or the applicable committee or board leadership role. We also reimburse each of our directors for their travel expenses incurred in connection with their attendance at meetings of the board of directors and committees.

Equity Compensation

Initial Grant

Each newly appointed or elected director (excluding any non-employee director who is first appointed or elected by the board of directors at the annual meeting of stockholders) receives an initial grant of restricted stock units (“RSU Award”) with an aggregate fair market value as of the grant date equal to $220,000.

The initial grant will be pro-rated to reflect the time between such director's election or appointment date and the date of the previous annual meeting of stockholders.

The initial grants vest in full on the earlier of (i) the date of the next occurring annual meeting of the stockholders or (ii) the one-year anniversary of the day after the previous year's annual meeting of the stockholders, subject to continuous service as a member of the board of directors through such vesting date.

In February 2024, two new directors were appointed to our board of directors. Upon appointment to the Board, they received initial grants pursuant to the non-employee director compensation policy then in effect, which were comprised of a RSU Award and an option to purchase shares of common stock (“Stock Option Award”) with an aggregate fair market value as of the grant date equal to $400,000, with such value split equally between the RSU Award and Stock Option Award. Such grants vest over a three-year period, with one-third vesting on each anniversary of the grant date, such that the initial grants are fully vested on the third anniversary of the date of grant, subject to continuous service as members of the board of directors through such vesting date

Annual Grant

Pursuant to our current amended and restated non-employee director compensation policy, on the first business day following each annual stockholder meeting, each director who continues to serve as a non-employee member of the board of directors following such annual meeting of stockholders (or any non-employee director who is first appointed or elected by the board of directors at the annual meeting of stockholders) will be granted an RSU Award with an aggregate fair market value as of the grant date equal to $220,000.

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On the first business day following the annual stockholder meeting in 2024, each director who was serving as a non-employee member of the board of directors following such annual meeting of stockholders was granted an RSU Award with an aggregate fair market value as of the grant date equal to $200,000, pursuant to the non-employee director compensation policy then in effect.

The annual grants will vest in full on the earlier of (i) the date of the following year’s annual meeting of stockholders (or the date immediately prior to the next annual meeting of stockholders if the non-employee director’s service as a director ends at such annual meeting of stockholders due to the director’s failure to be re-elected or the director not standing for re-election), or (ii) the one-year anniversary measured from the date of grant, subject in all cases to continued service as a member of the board of directors through such vesting date.

The number of shares subject to each RSU Award granted pursuant to the initial grant or annual grant shall be the total RSU award value, divided by the average closing market price of our common stock over the 22 trading days ending the business day before the date of grant. The number of shares subject to each Stock Option Award granted pursuant to the applicable initial grants were determined using a Black-Scholes-Merton option pricing model based on the average closing market price of our common stock over the 22 trading days ending the business day before the date of grant.

Vesting Acceleration

In the event of a change in control (as defined in our 2021 Plan), any unvested portion of an equity award granted to our non-employee directors will fully vest and, if applicable, become exercisable immediately prior to the effective date of such change in control, subject to the non-employee director’s continuous service with us on the effective date of the change in control.

Election to Receive Equity in Lieu of Cash Compensation

Each non-employee director may elect to receive fully vested RSU Awards in lieu of his or her cash compensation. Such RSU Awards are issued on a quarterly basis, in arrears, and the number of such restricted stock units is calculated by dividing (1) the aggregate amount of cash compensation otherwise payable to such director divided by (2) the closing sales price per share of our common stock on the last day of the fiscal quarter in which the service occurred, rounded down to the nearest whole share.

Notwithstanding the foregoing, any member of our board of directors that is entitled to the above compensation may elect to forego all or a portion of such compensation from time to time by giving notice to the Chief Legal Officer of the Company.

Stock Ownership Guidelines

On October 22, 2024, we established stock ownership guidelines to encourage our non-employee directors to retain a significant portion of their shares of our common stock. These stock ownership guidelines require our non-employee directors to hold shares of our common stock with an aggregate fair market value equal to or greater than five times their annual cash retainer for board service, excluding any additional cash compensation received for services on board committees or as lead independent director. This guideline is to be achieved over a five-year period, measured from the later of October 22, 2024, or the date the non-employee director is elected to the Board.

Non-Employee Director Compensation Table

The following table sets forth information regarding the compensation awarded to or earned for service on the board of directors by our non-employee directors during the year ended December 31, 2024. As NEOs, the compensation received by Mr. Chapman and Dr. Kim is shown above in the section titled “Executive Compensation—Summary Compensation Table.”

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(1)

The amounts reported in this column reflect the aggregate grant date fair value of the shares underlying option awards granted to our directors as computed in accordance with ASC Topic 718. See Note 16 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 26, 2025 for a discussion of assumptions made by us in determining the aggregate grant date fair value of our option awards. Note that the amounts reported in this column reflect the accounting cost for these stock options and do not reflect the actual economic value that may be realized by the directors upon the vesting of the stock options, the exercise of the stock options or the sale of the common stock underlying such stock options.

(2)

The following table provides information regarding the aggregate number of equity awards granted to our non-employee directors that were outstanding as of December 31, 2024:

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EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes our equity compensation plan information as of December 31, 2024. Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders.

(1)

Following the adoption of the 2021 Plan, no additional equity awards have been or will be granted under the 2015 Plan.

(2)

The number of shares of common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year, beginning on January 1, 2022 and continuing through and including January 1, 2031, in an amount equal to (1) 5% of the fully-diluted common stock on December 31 of the preceding year (as defined in the 2021 Plan), or (2) a lesser number of shares of common stock determined by the Board prior to the date of the increase (which may be zero). Pursuant to the terms of the 2021 Plan, the number of shares available under the 2021 Plan was increased by 14,532,010 shares effective January 1, 2025.

(3)

The number of shares of common stock reserved for issuance under the ESPP will automatically increase on January 1 of each year, beginning on January 1, 2022 and continuing through and including January 1, 2031, by the lesser of (1) 1% of the fully-diluted common stock on December 31 of the preceding calendar year (inclusive of the share reserve for the ESPP and of the 2021 Plan), (2) a number of shares equal to two times the initial share reserve, or (3) such lesser number of shares of common stock as determined by the board (which may be zero). The Board acted not to increase the number of shares of common stock reserved for future issuance under the ESPP as of January 1, 2025.

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LIMITATION OF LIABILITY AND INDEMNIFICATION

Our amended and restated certificate of incorporation and amended and restated bylaws provide that we will indemnify our directors and executive officers, and may indemnify our other officers, employees and other agents, to the fullest extent permitted by Delaware law or any other applicable law. Delaware law prohibits our amended and restated certificate of incorporation from limiting the liability of our directors for the following:

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Any breach of the director’s duty of loyalty to us or to our stockholders;

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Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

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Unlawful payment of dividends or unlawful stock repurchases or redemptions; and

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Any transaction from which the director derived an improper personal benefit.

If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under our amended and restated bylaws, we will also be empowered to purchase insurance on behalf of any person whom we are required or permitted to indemnify.

In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated bylaws, we have entered, and intend to continue to enter, into an indemnification agreement with each member of our board of directors, each of our executive officers, and certain key employees. These agreements provide for the indemnification of our directors and officers for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of our Company, or any of our subsidiaries, by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by or in the right of our Company or any of our subsidiaries, no indemnification will be provided for any claim where the indemnified party is prohibited from receiving indemnification by law. We believe that these certificate of incorporation and bylaws provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. Moreover, a stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

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