IonQ, Inc.
For the period ended Apr 28, 2025. Filed Apr 28, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 28, 2025 · Filed Apr 28, 2025
Contents
Item 11. EXECUTIVE COMPENSATION
EXEC UTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information for each of the last three completed fiscal years regarding compensation awarded to or earned by NEOs during the fiscal years indicated:
| Name and Principal Position · Year · Salary($) · Bonus($) · StockAwards($)(1)(2) · OptionAwards($)(1)(2) · Non-EquityIncentive PlanCompensation($) · All OtherCompensation($) · Total ($) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Peter Chapman | 2024 | 505,000 | 10,000,000 | (3) | 12,169,873 | — | — | 693 | (4) | 22,675,566 |
| former President & | 2023 | 481,250 | — | 413,054 | — | 440,000 | 4,371 | 1,338,675 | ||
| Chief Executive Officer | 2022 | 380,000 | 368,300 | 4,111,806 | 3,606,932 | — | 15,250 | 8,482,288 | ||
| Thomas Kramer | 2024 | 409,000 | — | 954,095 | — | 99,500 | 5,741 | (4)(5) | 1,468,336 | |
| Chief Financial Officer | 2023 | 372,000 | — | 8,229,833 | — | 210,000 | 4,300 | 8,816,133 | ||
| 2022 | 244,000 | 225,000 | 1,392,808 | 1,180,449 | — | 5,417 | 3,047,674 | |||
| Rima Alameddine | 2024 | 409,000 | — | 697,755 | — | 201,315 | 452 | (4) | 1,308,522 | |
| Chief Revenue Officer | 2023 | 400,000 | 550,000 | 5,357,130 | — | 375,000 | 100 | 6,682,230 | ||
| 2022 | 30,303 | 50,000 | 3,348,000 | 3,279,166 | — | — | 6,707,469 | |||
| Jungsang Kim | 2024 | 91,000 | 2,000 | (8) | — | — | — | — | 93,000 | |
| former Chief Technology | 2023 | 360,500 | 1,000 | 8,847,424 | — | 90,000 | 100 | 9,299,024 | ||
| Officer | 2022 | 315,000 | 115,300 | 1,352,779 | 1,180,449 | — | — | 2,963,528 | ||
(1)
The amounts in these columns reflect the aggregate grant date fair value of the shares underlying restricted stock unit awards, performance-based restricted stock unit awards, and option awards granted in the applicable year, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for stock-based compensation transactions. The assumptions we used in valuing these awards are described in Note 16 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 26, 2025 and do not necessarily correspond to the actual economic value recognized or that may be recognized by the NEOs.
(2)
See the section titled “Compensation Discussion and Analysis—Executive Compensation Program Components—Long-Term Incentive Compensation” above for a description of the material terms of the program pursuant to which this compensation was awarded. For performance-based restricted stock units, the amount reported represents the grant-date fair value based upon the probable outcome of the performance conditions for such awards, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures, which yields a grant-date fair value for such awards granted of $12,169,873 for Mr. Chapman, and a grant-date fair value for such awards granted in 2023 of $7,140,173 for Mr. Kramer, $5,192,854 for Ms. Alameddine, and $7,789,289 for Dr. Kim. If maximum performance were deemed achieved for the performance-based restricted stock unit awards for which the performance conditions have been determined, the grant-date fair value of such awards granted in 2024 would be $14,559,839 for Mr. Chapman and the grant-date fair value of such awards granted in 2023 would be $19,520,755 for Mr. Kramer, $14,196,917 for Ms. Alameddine, and $21,295,396 for Dr. Kim. In connection with Dr. Kim's resignation as an employee, Dr. Kim forfeited his PSU award granted in August 2023 in its entirety.
(3)
Represents discretionary cash bonuses approved by the board of directors or Compensation Committee.
(4)
Represents insurance premiums paid by the Company for life insurance for the benefit of the NEO.
(5)
Represents a 401(k) matching contribution.
(6)
Represents a patent incentive award.
-35-
Outstanding Equity Awards at 2024 Fiscal Year End
The following table presents information regarding outstanding option and stock awards held by the NEOs as of December 31, 2024. All awards granted on or prior to September 30, 2021 were granted pursuant to the 2015 Equity Incentive Plan (the “2015 Plan”). All awards granted after September 30, 2021 were granted pursuant to the 2021 Plan.
| Option Awards(7) · Stock Awards(7) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name · GrantDate · VestingCommencementDate · Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable · Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable · OptionExercisePrice($) · OptionExpirationDate · Number ofshares orunits ofstock thathave notvested (#) · Marketvalue ofshares ofunits ofstockthat havenotvested($)(6) · EquityIncentivePlanAwards:NumberofUnearnedShares,Units orOtherRightsThatHave NotVested (#) · EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units orOtherRightsThat HaveNotVested($)(6) | |||||||||||||
| Peter Chapman | 5/17/2019 | 5/17/2019 | 8,096,905 | — | $0.13 | 5/16/2029 | — | — | — | — | |||
| 8/18/2022 | 9/10/2022 | 441,837 | 265,103 | (1) | $7.63 | 8/17/2032 | 177,496 | (1) | 7,414,008 | — | — | ||
| 12/16/2024 | 1/1/2023 | — | — | — | — | — | — | 68,336 | (2) | 2,854,395 | |||
| Thomas Kramer | 2/19/2021 | 2/15/2021 | 1,395,946 | 630,434 | (3) | $2.39 | 2/18/2031 | — | — | — | — | ||
| 8/18/2022 | 9/10/2022 | 144,601 | 86,761 | (1) | $7.63 | 8/17/2032 | 58,090 | (1) | 2,426,419 | — | — | ||
| 8/15/2023 | 9/10/2023 | — | — | — | — | 35,850 | (1) | 1,497,455 | — | — | |||
| 8/15/2023 | 1/1/2023 | — | — | — | — | — | — | 267,680 | (2) | 11,180,994 | |||
| 3/4/2024 | 3/10/2024 | — | — | — | — | 63,964 | (1) | 2,671,776 | — | — | |||
| Rima | 12/5/2022 | 12/10/2023 | 519,000 | 519,000 | (4) | $4.65 | 12/4/2032 | 360,000 | (4) | 15,037,200 | — | — | |
| Alameddine | 8/15/2023 | 1/1/2023 | — | — | — | — | — | — | 194,676 | (2) | 8,131,617 | ||
| 3/4/2024 | 3/10/2024 | — | — | — | — | 46,519 | (1) | 1,943,099 | — | — | |||
| Jungsang Kim | 11/3/2020 | 12/31/2020 | 60,726 | 222,662 | (5) | $0.69 | 11/2/2030 | — | — | — | — | ||
| 3/4/2021 | 4/30/2021 | 20,243 | 101,215 | (5) | $2.39 | 3/3/2031 | — | — | — | — | |||
| 8/18/2022 | 9/10/2022 | 14,460 | 86,761 | (1) | $7.63 | 8/17/2032 | 58,090 | (1) | 2,426,419 | — | — | ||
| 8/15/2023 | 9/10/2023 | — | — | — | — | 39,109 | (1) | 1,633,583 | — | — | |||
(1)
1/16 th of the shares of common stock underlying the award vested on the vesting commencement date and vested or will vest quarterly thereafter on each March 10, June 10, September 10, and December 10, subject to the holder remaining in continuous service with us on each vesting date.
(2)
The shares of common stock underlying the award vest in connection with the achievement of performance goals in the performance period ending December 31, 2026, subject to the recipient’s continuous service with us on the vesting date.
(3)
10% of the shares of common stock underlying the option vested on the six-month anniversary of the vesting commencement date and 1/54 th of the remaining shares vested or will vest on the last day of each month following the six-month anniversary of the vesting commencement date, subject to the holder remaining in continuous service with us on each vesting date.
(4)
25% of the shares of common stock underlying the option or award vested on the vesting commencement date and 1/12th of the remaining shares vested or will vest quarterly on each March 10, June 10, September 10, and December 10, thereafter, subject to the holder remaining in continuous service with us on each vesting date.
(5)
The shares of common stock underlying the option vested or shall vest 1/60th on the last day of each month commencing on the vesting commencement date, subject to the holder remaining in Continuous Service with the Company on each vesting date.
(6)
The market value of unvested shares is calculated by multiplying the number of unvested shares by the closing market price of our common stock on the NYSE on December 31, 2024, the last trading day of the year, which was $41.77 per share.
(7)
If a NEO experiences a covered termination, any then outstanding unvested shares of common stock subject to this option or stock award that is subject to time-based vesting will become vested and exercisable. Acceleration with respect to such awards subject to performance-based vesting will be governed by the terms of the award agreement. See the section above titled “Compensation Discussion and Analysis—Severance Plan” for additional information.
-36-
Fiscal 2024 Grants of Plan-Based Awards
The following table presents information concerning each grant of a plan-based award made to a NEO in fiscal 2024 under any plan.
| Estimated FuturePayments UnderNon-EquityIncentive PlanAwards · Estimated Future Payments Under EquityIncentive Plan Awards | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name | Grant Date | Target($) | Maximum($) | Target($) | Maximum($) | Threshold(#) | Target(#) | Maximum(#) | All OtherStockAwards:Number ofShares of Stock orUnits (#) | Grant DateFair Valueof StockAwards ($) |
| Peter Chapman | (1) | 252,500 | 505,000 | 252,500 | 505,000 | — | — | — | — | — |
| 12/16/2024 | — | — | — | — | 68,336 | 119,588 | 358,764 | — | 12,169,873 | |
| Thomas Kramer | (1) | 132,925 | 265,850 | 132,925 | 265,850 | — | — | — | — | — |
| 3/4/2024 | — | — | — | — | — | — | — | 85,285 | 860,526 | |
| Rima Alameddine | (1) | 102,250 | 204,500 | 102,250 | 204,500 | — | — | — | — | — |
| (2) | 206,000 | 206,000 | — | — | — | — | — | — | — | |
| 3/4/2024 | — | — | — | — | — | — | — | 62,025 | 625,832 | |
| Jungsang Kim | (1) | 91,000 | 182,000 | 91,000 | 182,000 | — | — | — | — | — |
(1)
2024 Annual Incentive Compensation Plan: as described above in the section titled “Compensation Discussion and Analysis,” for 2024, our NEOs were eligible to earn a bonus in accordance with our annual incentive compensation plan, payable 50% in cash and 50% in RSUs.
(2)
Sales Bonus: as described above in the section titled “Compensation Discussion and Analysis,” for 2024, Ms. Alameddine was eligible to earn a sales bonus equal to 50% of her base salary, payable 100% in cash.
Fiscal 2024 Option Exercises and Stock Vested
| Option Awards · Stock Awards | ||||
|---|---|---|---|---|
| Name | Number of SharesAcquired on Exercise | Value Realizedon Exercise | Number of SharesAcquired on Vesting | Value Realizedon Vesting |
| Peter Chapman | — | $— | 159,267 | $2,184,924 |
| Thomas Kramer | — | $— | 93,925 | $1,306,558 |
| Rima Alameddine | — | $— | 211,787 | $3,054,835 |
| Jungsang Kim | 1,304,191 | $8,508,088 | 62,743 | $891,096 |
Pension Benefits
We did not sponsor any defined benefit pension or other actuarial plan for our NEOs during fiscal 2024.
Nonqualified Deferred Compensation
We did not maintain any nonqualified defined contribution or other deferred compensation plans or arrangements for our NEOs during fiscal 2024.
-37-
Potential Payments Upon Termination or Change in Control
| Termination Without Cause orResignation for Good Reason | Termination Without Cause or Resignation forGood Reason in Connection with a Change inControl (“Double Trigger”) | |||||||
|---|---|---|---|---|---|---|---|---|
| Name | SalarySeverance($) | BonusSeverance($) | Value ofContinuedHealthCoverage($) | Value ofAcceleratedVesting ($)(1) | SalarySeverance($) | BonusSeverance($) | Value ofContinuedHealthCoverage($) | Value ofAcceleratedVesting ($)(1) |
| Peter Chapman | $700,000 | $10,000,000 | $9,627 | $18,962,220 | $700,000 | $10,000,000 | $9,657 | $18,962,220 |
| Thomas Kramer | $309,000 | $535,600 | $19,474 | $43,967,240 | $412,000 | $535,600 | $25,965 | $43,967,240 |
| Rima Alameddine | $309,000 | $412,000 | $20,767 | $43,215,551 | $412,000 | $412,000 | $27,690 | $43,215,551 |
(1)
The amounts reported in the table above reflect the aggregate market value of the unvested shares of our common stock underlying outstanding restricted stock unit awards and stock options that would become vested on a qualifying termination. For the unvested stock options, the aggregate market value is computed by multiplying (i) the number of shares of our common stock underlying unvested and outstanding stock options as of December 31, 2024, that would become vested by (ii) the difference between $41.77 (the closing market price of our common stock on NYSE on December 31, 2024) and the exercise price of such option. For the restricted stock unit awards, the aggregate market value is computed by multiplying (i) the number of unvested shares of our common stock subject to outstanding restricted stock awards or outstanding restricted stock unit awards as of December 31, 2024, that would become vested by (ii) $41.77 (the closing market price of our common stock on NYSE on December 31, 2024).
In accordance with the terms of the PSU awards granted to our NEOs, upon an “involuntary termination” of employment other than in connection with a “change in control” (as such terms are defined in the applicable award agreement) occurring on December 31, 2024, a pro-rated portion of the target number of PSUs will vest, subject to the applicable NEO executing a release of claims in favor of the Company. Upon an involuntary termination of employment within 12 months following a change in control, a pro-rated portion of the greater of target PSUs or the number of PSUs determined based on projected achievement of the performance metrics and satisfaction of the stock price hurdle would vest, subject to the applicable NEO executing a release of claims in favor of the Company.
CEO Pay Ratio
In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO). The 2024 annual total compensation of our CEO was $22,675,566. The 2024 annual total compensation of our median compensated employee was $247,429, and the ratio of these amounts was 92 to 1.
We identified our median employee based on the compensation of our full- and part-time employees (other than our CEO and non-U.S. employees excluded under thede minimis exception) as of December 31, 2024, at which time we had approximately 407 worldwide employees, compared to approximately 324 as of December 31, 2023. The consistently applied compensation measure used for this purpose was total taxable wages. We did not annualize salaries or make any cost-of-living adjustments in identifying the median employee. We did not include any contractors or other non-employee workers in our employee population. The employee selected was an individual closest to the median employee that was employed for the full-year. Using this median employee, we calculated the annual total compensation for such employee for 2024 using the same methodology that we used for our NEOs as set forth in the Summary Compensation Table.
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
-38-
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.