Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 11, 2022, the Board of Directors (the "Board") of IonQ, Inc. (the
"Company") increased the size of the Board from eight to nine directors and,
following the recommendation of the Nominating and Corporate Governance
Committee, appointed Kathryn Chou to serve as a member of the Board and as a
member of the Board's Nominating and Corporate Governance Committee and
Compensation Committee, effective on July 11, 2022. Ms. Chou is a Class II
director whose term will expire at the Company's 2023 Annual Meeting of
Stockholders. The Board has determined that Ms. Chou is "independent" pursuant
to the rules of The New York Stock Exchange ("NYSE") and other governing laws
and applicable regulations.
Since January 2022, Ms. Chou has served as Senior Vice President, SaaS
Engineering, of Nutanix, Inc., a publicly listed company, where she along with
her team is responsible for building secure and scalable SaaS applications and
systems across the entire customer life cycle. From June 2020 to September 2022,
Ms. Chou served as Senior Vice President, Worldwide Sales Strategy and
Operations, from March 2020 to June 2020, as Vice President, Customer Success
Operations and Intelligence and from September 2016 to March 2020 as Vice
President, Research and Development, Operations and Central Services, of VMware,
Inc., a publicly listed company. Ms. Chou has also served in various non-profit
organizations throughout her career. Ms. Chou received an M.B.A. from Harvard
Business School and holds M.S. and B.S. degrees in manufacturing systems
engineering and mechanical engineering, respectively, from Stanford University.
There is no arrangement or understanding between Ms. Chou and any other person
pursuant to which she was selected as a director, and there is no family
relationship between Ms. Chou and any of the Company's other directors or
executive officers. There are no transactions between Ms. Chou and the Company
that would be required to be reported under Item 404(a) of Regulation S-K.
As a non-employee director of the Company, Ms. Chou is eligible to participate
in the Company's Non-Employee Director Compensation Policy, pursuant to which
she will receive an annual base retainer of $30,000 per year for service on the
Board, $4,000 per year for service on the Nominating and Corporate Governance
Committee, $6,000 per year for service on the Compensation Committee and an
initial equity award with a dollar-denominated value of $400,000. The initial
equity award (i) will be made pursuant to the Company's 2021 Equity Incentive
Plan, (ii) will consist of restricted stock units and an option to purchase the
Company's common stock, and (iii) will vest over a three-year period, with
one-third of the initial grant vesting on each anniversary of the grant date,
such that the initial grant is fully vested on the third anniversary of the date
of grant, subject to continued board service.
In connection with Ms. Chou's election to the Board, the Company and Ms. Chou
entered into the Company's standard form of indemnification agreement, the form
of which was filed as Exhibit 10.13 to the Company's Registration Statement on
Form S-1 (File No. 333-260008), filed with the U.S. Securities and Exchange
Commission on October 4, 2021. This agreement requires the Company to indemnify
Ms. Chou, to the fullest extent permitted by Delaware law, for certain
liabilities to which she may become subject as a result of her affiliation with
the Company.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the appointments of Ms. Chou to the Board
has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities Act of
1933, as amended, or the Exchange Act, or otherwise subject to liabilities under
that section, and shall not be deemed to be incorporated by reference into the
filings of the registrant under the Exchange Act, regardless of any general
incorporation language in such filings. This Current Report on Form 8-K will not
be deemed an admission as to the materiality of any information contained in
this Item 7.01, including Exhibit 99.1.
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Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
99.1 Press Release of IonQ, Inc. dated July 12, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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