Independent
Tenure on this board
3.9 yrs
2 nominees · 3 ballot items.
Elect two Class II directors; ratify Ernst & Young LLP as the independent registered public accounting firm for 2026; and approve, on an advisory basis, the compensation of the company’s named executive officers for 2025.
Elect two Class II director nominees (Kathryn K. Chou and William F. Scannell) to hold office until the 2029 Annual Meeting and until their successors are elected and qualified.
Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers for 2025 as disclosed in the proxy statement (CD&A, compensation tables and narrative).
This advisory proposal asks stockholders to endorse, on a non-binding basis, the total compensation paid to the Company’s named executive officers for 2025 as disclosed in the proxy (including the CD&A, tables and narrative). Management seeks the vote to demonstrate stockholder support for its pay philosophy and the specific compensation decisions made during a transformative year that included a new CEO appointment, multiple senior hires, significant ‘‘make-whole’’ and sign‑on equity grants, and adjustments to PSU performance targets. The Board frames these awards as necessary to attract and retain highly specialized leadership in the competitive quantum/AI talent market and to align incentives with long‑term value creation, emphasizing heavy weighting toward performance-based equity. The context includes strong operational performance in 2025 (notably ~202% revenue growth to $130M), major acquisitions and strategic shifts to a full‑stack quantum platform that the Board says justify the compensation structure. The Company also faced prior stockholder concern on pay (a ~64% Say‑on‑Pay support in 2025) and undertook outreach, and the Compensation Committee made program adjustments and disclosure enhancements in response (for example, reaffirming an end to one‑time discretionary cash awards for current management and shifting PSU weightings toward revenue). Management’s counter-argument to potential criticism is that the grants and PSU adjustments are calibrated to rigorous, updated budgets and are designed to be both retention- and performance‑oriented, with maximum PSU payout reduced relative to prior programs and vesting tied to multi‑year goals. The Board notes the vote is advisory and will be considered in future compensation decisions; it recommends FOR the proposal on the basis that the program aligns executive incentives with strategic objectives and long‑term stockholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MORGAN STANLEY | 4.71% | 17,568,356 | $506M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.12% | 15,389,580 | $444M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.04% | 15,064,048 | $434M |
| 4 | BlackRock, Inc. | 3.52% | 13,146,752 | $379M |
| 5 | BlackRock, Inc. | 2.88% | 10,747,105 | $310M |
| 6 | Defiance ETFs, LLC | 2.60% | 9,702,302 | $280M |
| 7 | STATE STREET CORP | 2.48% | 9,270,862 | $267M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.93% | 7,209,269 | $207M |
| 9 | UBS Group AG | 1.49% | 5,550,586 | $160M |
| 10 | Marex Group plc | 0.94% | 3,502,958 | $101M |
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