UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Certain Executive Officer Equity Grants
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of IonQ, Inc. (the “Company”), together with the Board, periodically reviews the compensation of the Company’s executive officers.
On August 11, 2025, the independent members of the Board approved a grant of restricted stock units (“RSUs”) to the Company’s Chief Executive Officer, Niccolo de Masi. Mr. de Masi received an award of RSUs for 485,319 shares effective August 13, 2025, vesting quarterly over three years, as well as an increase in his annual base salary to $700,000.
On August 13, 2025, the Committee approved a grant of RSUs to Paul T. Dacier, the Company’s Chief Legal Officer and Corporate Secretary, for 109,197 shares, vesting quarterly over three years.
The independent members of the Board and the Committee considered various factors when approving each of these matters, including the importance of tying incentives to shareholder results through additional equity holdings, a review of the potential compensation Mr. de Masi forfeited from a prior position, the structure of performance-based restricted stock units (“PSUs”) relative to the structure of PSUs held by other senior employees and internal pay equity generally, and the strong period of performance and strategy initiatives.
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. | ||||||
| Date: August 15, 2025 | By: | /s/ Paul T. Dacier | ||||
| Paul T. Dacier Chief Legal Officer and Corporate Secretary | ||||||