IonQ, Inc.

Our Corporate Governance Guidelines specify that the board of directors will select our Chief Executive Officer and Chair of the Board in the manner that it determines to be in the best interests of our stockholders and in accordance with any stockholder agreements. We do not believe there should be a fixed rule regarding whether the Chair of the Board should be an employee of the Company or should be elected from among the non-employee directors. The needs of our Company and the individuals available to assume these roles may require different outcomes at different times, and the board of directors believes that retaining flexibility in these decisions is in the best interests of our Company. The role of Chair of the Board is currently held by Peter Chapman and the role of Lead Independent Director of the board of directors is currently held by Inder M. Singh.

Pursuant to its charter, the nominating and corporate governance committee periodically reviews this matter and makes recommendations to the board of directors.

Role of Lead Independent Director

We believe that the structure of our board of directors, with Mr. de Masi acting as President and Chief Executive Officer, Mr. Chapman acting as Executive Chair, and Mr. Singh acting as lead independent director, and with fully independent audit, compensation, and nominating and corporate governance committees that oversee the majority of the Company’s operations, risks, performance, and strategy, provides the most effective governance framework and allows us to benefit from Messrs. de Masi and Chapman’s talent, knowledge, and experience as leaders of the Company, while maintaining effective independent oversight of management. This structure creates accountability and enhances our ability to develop and execute our strategy and communicate our message clearly and consistently to stockholders.

Executive Chair

Mr. Chapman serves as the Executive Chair of our board of directors. As our former President and Chief Executive Officer, Mr. Chapman possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing our Company and business, which enables him to effectively lead our board of directors, including by identifying strategic priorities, leading critical discussions and executing our business plans. We believe Mr. Chapman’s extensive Company-specific experience and expertise, together with the outside experience, oversight and expertise of our lead independent director and the independent directors on our board of directors and committees, allow for differing perspectives and roles regarding strategy development that benefit our stockholders.

Lead Independent Director and Independent Committees

Because Mr. de Masi serves as our President and Chief Executive Officer and Mr. Chapman serves as our Executive Chair, they are not “independent” directors under the listing standards of the NYSE, and our board of directors has approved the appointment of Mr. Singh to serve as our lead independent director. Our board of directors believes that Mr. Singh provides an effective independent voice in our leadership structure.

The lead independent director position is a critical aspect of our corporate governance framework. Our board of directors believes that having a lead independent director enhances communications and relations among our board of directors. In addition to generally serving as a liaison between Messrs. de Masi and Chapman and our independent directors, the responsibilities of the lead independent director includes:

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presiding over executive sessions of independent directors, at which the Executive Chair is not present;

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advising the Executive Chair as to an appropriate schedule of meetings of the board of directors, ensuring that the independent directors can perform their duties responsibly while not interfering with ongoing Company operations;

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providing input to the Executive Chair with respect to the agendas for meetings of the board of directors and its committees;

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advising the Executive Chair on the retention of advisors and consultants who report directly to the board of directors;

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receiving messages from major stockholders wishing to communicate directly with the independent directors and facilitating an appropriate response;

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facilitating discussions among independent directors on key issues and concerns outside of meetings of the board of directors; and

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having such other duties as the board of directors may delegate to assist in meeting its responsibilities.

Only independent directors serve on the audit committee, the compensation committee, and the nominating and corporate governance committee, which we believe provides strong independent leadership and oversight for each of these committees. As a result of the board of directors’ committee system and the existence of a majority of independent directors on the board of directors, the board of directors maintains effective oversight of our business operations, including independent oversight of our financial statements, executive compensation, selection of director candidates and corporate governance programs.

Risk Oversight of the Board of Directors

One of the key functions of the board of directors is informed oversight of our risk management process. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for our Company. The board of directors does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through various standing committees that address risks inherent in their respective areas of oversight. Our board of directors and its committees consider specific risk topics, including, but not limited to, risks associated with our strategic plan, business operations, capital structure, information technology, data privacy and cybersecurity. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the board of directors as quickly as possible.

Our audit committee has the responsibility to consider and discuss with management and the auditors, as appropriate, our Company’s guidelines and policies with respect to financial risk management and financial risk assessment, including our Company’s major financial risk exposures and the steps taken by management to monitor and control these exposures. Areas of focus for the audit committee include our Company’s policies and other matters relating to our investments, cash management and foreign exchange management, major financial risk exposures, the adequacy and effectiveness of our information security policies and practices, cybersecurity and the internal controls regarding information security, and the steps taken by management to monitor and mitigate or otherwise control these exposures and to identify future risks. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking, including risks related to executive compensation and overall compensation and benefit strategies, plans, arrangements, practices and policies. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct.

In connection with its reviews of the operations and corporate functions of our Company, our board of directors addresses the primary risks associated with those operations and corporate functions. In addition, our board of directors reviews the risks associated with our Company’s business strategies as part of its consideration of undertaking any such business strategies. While the board of directors and its committees oversee risk management strategy, management is responsible for implementing and supervising day-to-day risk management processes and reporting to the board of directors and its committees on such matters.