Quantum Computing Inc

This management proposal requests an advisory, non-binding approval of the Company’s named executive officer (NEO) compensation as disclosed in the proxy; it does not change pay directly but provides feedback to the Compensation Committee. Management frames the program as pay-for-performance with a mix of base salary, annual incentives and long-term equity (including performance-based restricted stock units, options and RSUs) and notes enhancements for 2026 to increase performance orientation and market alignment. The Board notes that the vote is advisory and that the Compensation Committee will consider the outcome in future decisions; the proxy highlights prior stockholder support (approximately 92% in 2025) as a key context point supporting continuity. The Company’s compensation design emphasizes variable pay, multi-year performance metrics (relative TSR for PSUs), and governance safeguards such as clawback policies and double-trigger change-in-control vesting. For investors evaluating the proposal, relevant considerations include the degree to which disclosed performance metrics (and peer group selection) align with long-term value creation, the shift in plan design toward a larger equity and performance mix for 2026, and potential dilution from equity grants. The Board’s recommendation to vote FOR is explicitly tied to the view that the program attracts and retains talent and aligns executives’ interests with stockholders while incorporating governance protections. Because the vote is non-binding, failure to pass would not invalidate compensation arrangements but would trigger heightened Board/Compensation Committee engagement with stockholders and potential program adjustments. Given the Company’s recent organizational changes, significant capital raises and acquisitions referenced in the proxy, stockholders should weigh whether disclosed targets, performance measurement periods and payout levers adequately reflect the company’s transition from development to scaling and whether increased performance orientation materially improves alignment over prior designs.

Proposal No. 4 would amend the charter to increase authorized common shares from 250 million to 450 million (and total authorized from 260 million to 460 million). Management presents the change as a flexibility measure to support future financings, acquisitions, equity compensation, stock splits/dividends and other corporate uses without the delay and cost of a special meeting. A key governance consideration is dilution: issuing additional shares could dilute existing holders’ voting power and economic interests and could be used defensively in a takeover scenario; the proxy expressly disclaims an intent to use the amendment as an anti‑takeover device but acknowledges the potential adverse effects. From a practical perspective, the Board notes no immediate issuance plans beyond existing equity compensation plans and outstanding convertible securities, but the expanded authorization gives the Board discretion to act quickly when strategic opportunities arise. Institutional investors will weigh the incremental dilution risk against the operational and strategic benefits of having authorized shares available, particularly given the Company’s recent capital raises and acquisitive activity referenced in the proxy. The proxy also flags that the amendment is treated as a routine matter for broker discretionary voting (reducing broker non-vote risk). If approved, the amendment becomes effective upon filing the certificate of amendment in Delaware. The Board’s recommendation to vote FOR is rooted in management’s view that the operational flexibility and readiness to execute transactions outweigh the dilution concern; sophisticated investors should evaluate potential near-term uses (planned financings, acquisition terms, compensation issuances) and consider whether governance safeguards or pre-commitments limit opportunistic dilution.

Proposal No. 5 requests shareholder approval to increase the 2022 Plan reserve from 20 million to 30 million shares, to change the annual evergreen increase from a fixed 1,000,000 shares to an annual automatic increase equal to 2% of outstanding shares (through January 1, 2032, with the Board able to reduce or skip increases), and to remove the Non-Employee Director Limit. Management argues that these changes are needed to maintain competitive equity grant capacity as the business scales and to align the reserve with company size via a percentage-based evergreen; removing the director cap is justified as a clarification to permit continued use of stock options for non-employee directors and to avoid ambiguities arising from ASC 718 grant-date fair value accounting. From a shareholder perspective the amendment reduces administrative friction and better aligns reserve growth with outstanding capitalization, but it also increases potential dilution and, by removing the director cap, eliminates a fixed, stockholder-approved ceiling on director compensation measured by grant-date accounting value. Investors should assess projected grant pacing, historic burn rate and near-term financing or acquisition needs to estimate incremental dilution and consider whether additional governance protections (e.g., disclosure of expected usage, limits on single‑recipient awards, or anti‑dilution measures) would be appropriate. The Board’s recommendation to vote FOR rests on the view that equity compensation is critical to attracting and retaining talent during the Company’s scaling phase; sophisticated investors will weigh that need against dilution risk and the absence of a fixed director compensation cap.