[8-K] IonQ, Inc. Reports Material Event

Rhea-AI Filing Summary

IonQ reported executive compensation changes affecting its Chief Executive Officer, Niccolo de Masi. The filing states Mr. de Masi was granted 485,319 RSUs effective August 13, 2025, which vest quarterly over three years, and his annual base salary was increased to $700,000. The filing also references performance share units (PSUs) in relation to the structure held by other senior employees and internal pay equity, noting strong performance and strategy initiatives as context for the awards.

Positive

• RSU award of 485,319 shares establishes a multi-year equity stake for the CEO
• Vesting quarterly over three years provides a retention mechanism and links pay to future performance
• Filing cites alignment with PSUs and internal pay equity, indicating board consideration of peer pay and performance

Negative

• Annual base salary increase to $700,000 raises ongoing cash compensation expense
• Large equity grant (485,319 RSUs) could have dilution implications for shareholders (amount of dilution not specified in filing)

Insights

Corporate Governance Expert

TL;DR: CEO pay package increases cash salary and sizable RSU grant to align leadership with performance and peer pay.

The disclosed actions show a multi-year equity grant and a higher base salary for the CEO. The RSU award of 485,319 shares vesting quarterly over three years creates a time-based retention mechanism that ties compensation to continued employment and potential future stock performance. The filing explicitly links PSUs to internal pay equity and performance initiatives, suggesting the board considered internal parity and company strategy when approving the package. From a governance perspective, material executive compensation changes should be monitored for shareholder alignment and potential dilution effects.

Executive Compensation Analyst

TL;DR: Compensation mix shifts with a notable equity grant plus higher base pay—typical for retention and alignment with strategic goals.

The combination of a cash pay increase to $700,000 and a large RSU grant vesting over three years indicates a mix of immediate and deferred compensation. The filing's mention of PSUs and internal pay equity implies the package was benchmarked against senior peers and tied to performance priorities. The quarterly vesting schedule spreads recognition over 12 quarters, which can help retain the CEO through near-term strategic milestones.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2025

IonQ, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39694		85-2992192
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4505 Campus Drive
College Park, Maryland		20740
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 301 298-7997

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		IONQ		New York Stock Exchange
Warrants, each exercisable for one share of common stock for $11.50 per share		IONQ WS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

FAQ

What compensation changes did IonQ (IONQ) disclose for its CEO?

The filing states CEO Niccolo de Masi received an RSU award for 485,319 shares effective August 13, 2025, vesting quarterly over three years, and his annual base salary was increased to $700,000.

When do the RSUs granted to IonQ's CEO vest?

The RSUs are specified to vest quarterly over three years starting from the effective date in the filing.

Did IonQ link the CEO award to performance or internal benchmarks?

Yes, the filing references PSUs and states the award was considered relative to the structure of PSUs held by other senior employees and internal pay equity, and mentions strong performance and strategy initiatives.

Is the exact dilution or value of the RSU grant disclosed?

The filing specifies the number of RSUs (485,319) and vesting schedule but does not disclose the grant-date fair value or expected dilution amount.

What effective date is shown for the CEO's RSU award?

The RSU award is effective August 13, 2025 as stated in the filing.