IonQ Inc. filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
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Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Directors
On August 26, 2025, the Board of Directors (the “Board”) of IonQ, Inc. (the “Company”), following the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Jim Frankola and William J. Teuber, Jr. to serve as members of the Board, effective immediately. Mr. Frankola was appointed as a Class III director whose term will expire at the Company’s 2027 Annual Meeting of Stockholders. Mr. Teuber was appointed as a Class I director whose term will expire at the Company’s 2028 Annual Meeting of Stockholders. The Board has determined that Messrs. Frankola and Teuber are “independent” pursuant to the rules of The New York Stock Exchange (“NYSE”) and other governing laws and applicable regulations. Messrs. Frankola and Teuber have both been determined to be qualified financial experts due to their extensive expertise as former chief financial officers.
There is no arrangement or understanding between Mr. Frankola and any other person pursuant to which he was selected as a director, and there is no family relationship between Mr. Frankola and any of the Company’s other directors or executive officers. There are no transactions between Mr. Frankola and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
There is no arrangement or understanding between Mr. Teuber and any other person pursuant to which he was selected as a director, and there is no family relationship between Mr. Teuber and any of the Company’s other directors or executive officers. There are no transactions between Mr. Teuber and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
As non-employee directors of the Company, Messrs. Teuber and Frankola will be eligible to receive cash and equity compensation for their services in accordance with the policy for director compensation approved by the Board from time to time. Currently this includes an annual base retainer of $147,500, paid quarterly, and an initial RSU award with a grant date value (using the Company’s standard methodology for director grants) equal to a pro-rated portion of the $220,000 annual RSU grant.
In connection with Messrs. Frankola and Teuber’s election to the Board, the Company and each of Messrs. Frankola and Teuber entered into the Company’s standard form of indemnification agreement, the form of which was filed as Exhibit 10.13 to the Company’s Form 8-K (File No. 001-39694), filed with the U.S. Securities and Exchange Commission on October 4, 2021. This agreement requires the Company to indemnify each of Messrs. Frankola and Teuber to the fullest extent permitted by Delaware law, for certain liabilities to which he may become subject as a result of his affiliation with the Company.
Item 8.01 Other Events.
A copy of the press release announcing the appointment of Mr. Frankola to the Board has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the press release announcing the appointment of Mr. Teuber to the Board has been filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | ||
| 99.1 | Board of Directors Press Release, dated August 28, 2025 | ||
| 99.2 | Board of Directors Press Release, dated August 28, 2025 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IonQ, Inc. |
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Date: August 28, 2025 |
By: | /s/ Paul T. Dacier | ||
| Paul T. Dacier | ||||
Chief Legal Officer and Corporate Secretary |
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