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
Table of Contents
E OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 7 |
| Composition of the Board of Directors | 7 |
| Nominees for Director | 7 |
| Director Not Standing for Re-Election | 9 |
| Leadership Structure | 10 |
| Board Committees | 11 |
| Attendance at Board and Stockholder Meetings | 13 |
| Executive Sessions of Non-Employee Directors | 13 |
| Compensation Committee Interlocks and Insider Participation | 14 |
| Considerations in Evaluating Director Nominees | 14 |
| Stockholder Recommendations and Nominations to our Board of Directors | 14 |
| Communications with the Board of Directors | 15 |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 15 |
| PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS | 16 |
| Nominees | 16 |
| Vote Required | 16 |
| Board Recommendation | 16 |
| PROPOSAL NO. 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 17 |
| Vote Required | 17 |
| Board Recommendation | 17 |
| PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 18 |
| Fees Paid to the Independent Registered Public Accounting Firm | 18 |
| Auditor Independence | 18 |
| Vote Required | 19 |
| Board Recommendation | 19 |
| REPORT OF THE AUDIT COMMITTEE | 20 |
| EXECUTIVE OFFICERS | 21 |
| COMPENSATION DISCUSSION AND ANALYSIS | 22 |
| EXECUTIVE COMPENSATION | 35 |
| DIRECTOR COMPENSATION | 39 |
| PAY VERSUS PERFORMANCE | 44 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 48 |
| RELATED PERSON TRANSACTIONS | 50 |
| OTHER MATTERS | 52 |
| Delinquent Section 16(a) Reports | 52 |
| Stockholder Proposals or Director Nominations for 2026 Annual Meeting | 52 |
| Availability of Bylaws | 52 |
i
PROXY STATEMENT
FOR 2025 ANNUAL MEETING OF STOCKHOLDERS
To be held at 1:00 PM, Eastern time, on Tuesday, June 17, 2025
The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. The words “IonQ,” “we,” the “Company,” “us” and “our” refer to IonQ, Inc., a Delaware corporation, and its subsidiaries.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.