CHARTER OF THE
PRODUCT AND STRATEGY COMMITTEE OF THE BOARD OF DIRECTORS OF IONQ, INC.
(Adopted February 5, 2026) ARTICLE I: PURPOSE
Section 1.1 Purpose. The purpose of the Product and Strategy Committee (the "Committee") of the Board of Directors (the "Board") of IonQ, Inc. (the "Company") is to (a) provide advice and recommendations to the Board in respect of potential mergers, acquisitions, investments, divestitures and other related transactions ("M&A Transactions"); (b) provide advice and recommendations to the Board in relation to the Company's product roadmap and other product-related matters ("Product Matters"); and
(c) make other recommendations to the Board on product or strategy matters, or as otherwise may be requested by the Board.
ARTICLE II: COMPOSITION
Section 2.1 Appointment; Removal. Committee members are appointed by the Board and may be removed by the Board in its discretion. Vacancies are filled by the Board. Resignation or removal of a Committee member from the Board automatically constitutes resignation or removal from the Committee.
Section 2.2 Membership and Qualifications. Members of the Committee must satisfy such requirements as the Board may determine.
Section 2.3 Chairperson. The Board may designate a Chairperson of the Committee. The Chairperson of the Committee (or, in the Chairperson's absence, a member designated by the Chairperson or the Committee) shall preside at each meeting of the Committee, set the agendas for the Committee meetings and report regularly to the Board regarding the Committee's activities.
ARTICLE III: AUTHORITY
Section 3.1 Access and Advisors. The Committee will have access to all Company books, records, facilities and personnel requested by any Committee member. The Committee may retain legal, accounting or other outside advisors and determine compensation terms for those advisors at the Company's expense. The Committee may also cause the Company to pay any ordinary administrative expenses it deems appropriate in carrying out its duties. The Committee may require that any of the Company's personnel or outside advisors attend any meeting of the Committee or meet with any member of the Committee or any of its advisors.
Section 3.2 Delegation of Authority. The Committee may form and delegate authority to one or more subcommittees consisting of one or more members of the Board to the extent allowed under applicable law. Although the Committee may act on any issue that has been delegated to the Chairperson or a subcommittee, doing so shall not limit or restrict future action by the Chairperson or subcommittee on any matters delegated to it. Any action or decision of the Chairperson or a subcommittee shall be presented to the full Committee at its next scheduled meeting. By approving this Charter, the Board delegates authority to the Committee with respect to the responsibilities set forth herein.
ARTICLE IV: RESPONSIBILITIES
Section 4.1 General. The Committee's responsibilities are for oversight, as described in Article I. The members of the Committee are not employees of the Company, and they do not perform management's functions. The Committee relies on the expertise and knowledge of management in carrying out its oversight responsibilities. The Committee shall have the following responsibilities. The Board retains the right to act on all such matters without limiting the Committee's authority, subject to compliance with applicable law.
Section 4.2 Review and Analysis of M&A Transactions. The Committee shall review, analyze and provide advice and recommendations to the Board in relation to M&A Transactions that are referred to the Committee by the Board or by the Chairman of the Board.
Section 4.3 Review and Analysis of Product Matters. The Committee shall review, analyze and provide advice and recommendations to the Board in relation to Product Matters that are referred to the Committee by the Board or by the Chairman of the Board.
Section 4.4 Committee Self-Assessment; Charter Review. The Committee shall periodically evaluate its performance. The Committee shall also review and assess the adequacy of this Charter periodically and shall recommend any proposed changes to the Board for its consideration.
Section 4.5 General Authority. The Committee shall perform such other functions and have such other powers as may be necessary or appropriate in the discharge of any of the foregoing or as may otherwise be delegated to the Committee from time to time by the Board.
ARTICLE V: MEETINGS AND MINUTES
Section 5.1 Committee Meetings. The operation of the Committee is subject to the Bylaws of the Company and the Delaware General Corporation Law, each as in effect from time to time. The Committee shall meet at times and places appointed by the Chairperson of the Committee, or a majority of the membership of the Committee.
Section 5.2 Minutes and Actions. The Committee shall maintain written minutes of its meetings. The Committee may act by unanimous written consent; when it does so, those actions shall be filed in the minute book.
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IONQ Inc. published this content on February 09, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on February 09, 2026 at 16:34 UTC.


















