IonQ, Inc.

The current term of Wendy Thomas, a member of our board of directors, will expire at the Annual Meeting. Ms. Thomas will not stand for re-election to our board of directors at the Annual Meeting. Our board of directors thanks Ms. Thomas for her distinguished service as a director of the Company. As a result of Ms. Thomas not standing for re-election to our board of directors, to avoid a vacancy existing on our board of directors following the Annual Meeting, consistent with our amended and restated bylaws, our board of directors has unanimously adopted a resolution to reduce the size of our board of directors from eight to seven members, effective upon the conclusion of the Annual Meeting.

Wendy Thomas has served as a member of our board of directors since December 2022. From September 2021 until March 2025, Ms. Thomas served as Chief Executive Officer of SecureWorks Corp., a publicly traded company until acquired by Sophos in January 2025. Ms. Thomas served in various other positions at SecureWorks, including as President from September 2021 through February 2023 and President, Customer Success from April 2020 to June 2021, Chief Product Officer from June 2019 to April 2020, Senior Vice President, Business and Product Strategy from March 2018 to June 2019, Vice President, Strategic and Financial Planning from March 2017 to March 2018 and Vice President, Financial Planning and Analysis from July 2015 to March 2017. Ms. Thomas also served on the board of directors of SecureWorks from July 2021 until January 2025. Ms. Thomas has served on the board of directors of Marqeta, a publicly traded card issuing and payment platform company, since April 2025. Ms. Thomas received an M.B.A. from the Darla Moore School of Business at the University of South Carolina and holds a B.A. in Economics and Foreign Affairs from the University of Virginia. We believe Ms. Thomas is qualified to serve as a member of our board of directors because of her extensive and varied experience in multiple senior executive roles at a publicly traded technology company.

Director Independence

Our common stock is listed on the NYSE. As a company listed on the NYSE, we are required under NYSE listing standards to maintain a board of directors comprised of a majority of independent directors as determined affirmatively by our board of directors. Under NYSE listing standards, a director will only qualify as an independent director if, in the opinion of that listed company’s board of directors, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, the NYSE listing standards require that, subject to specified exceptions, each member of our audit, compensation and nominating and corporate governance committees be independent and, in the case of our audit and compensation committees, satisfy heightened independence requirements. For compensation committee members, our board of directors must consider all factors specifically relevant to determining whether each compensation committee member has a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member.

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and NYSE listing standards applicable to audit committee members. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and NYSE listing standards applicable to compensation committee members.

Our board of directors has undertaken a review of the independence of each of our directors. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that Robert Cardillo, Kathryn Chou, Inder M. Singh, William Scannell, Wendy Thomas, and Gabrielle Toledano, representing six of our eight directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under the listing standards of the NYSE. Niccolo de Masi is not considered an independent director because of his position as our President and Chief Executive Officer, and Peter Chapman is not considered an independent director because of his position as our Executive Chair.

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In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Related Person Transactions.”

There are no family relationships among any of our directors, director nominees or executive officers.