Inder Singh takes CFO and COO roles at IonQ (NYSE: IONQ)

Rhea-AI Filing Summary

IonQ, Inc. reported an executive transition, appointing Lead Independent Director Inder M. Singh as Chief Financial Officer and Chief Operating Officer effective September 4, 2025, succeeding CFO Thomas Kramer. In connection with his new roles, Mr. Singh has stepped down from the board.

Under his offer letter, Mr. Singh will receive a $500,000 annual base salary and is eligible for an annual cash bonus targeted at 100% of salary, with a prorated 2025 bonus based on the transition date. He will be granted initial equity awards consisting of RSUs valued at $6,750,000, performance-based RSUs with a target value of $18,000,000 (with an opportunity to vest in up to 200% of that target) over a three-year performance period covering calendar years 2025–2027, and an additional make-whole RSU award equal to forfeited contingent compensation, vesting on the second anniversary of the transition date.

Mr. Singh will be eligible for severance benefits under IonQ’s Amended and Restated Executive Severance Plan in the event of a covered termination, including continued salary and target bonus for 9–12 months depending on whether a change in control is involved, a pro-rata target bonus for the year of termination, COBRA subsidies aligned with the severance period, and acceleration of certain equity awards. A press release announcing the transition is filed as an exhibit.

Insights

Corporate governance and compensation analyst

IonQ consolidates finance and operations leadership under Inder Singh with a large, performance-weighted equity package.

IonQ is shifting its leadership structure by appointing Inder M. Singh, formerly Lead Independent Director, as both CFO and COO, while he resigns from the board. Combining finance and operations can streamline decision-making but concentrates significant operational and financial responsibility in a single executive, which may alter internal checks and balances now that he is no longer an independent director.

The compensation package mixes cash and substantial equity, with $500,000 base salary and an annual bonus targeted at 100% of salary, aligning upside with performance. The equity component is sizable: RSUs valued at $6,750,000 and performance-based RSUs targeted at $18,000,000, with vesting up to 200% of target based on performance across calendar years 2025–2027. This structure ties much of his potential compensation to multiyear company performance metrics set by the board.

Severance protections under the Amended and Restated Executive Severance Plan, including 9–12 months of continued salary and full target bonus, pro-rata bonus for the termination year, COBRA subsidies, and equity acceleration following a covered termination, provide security typical for senior executives, especially around change-in-control scenarios. Subsequent filings containing the full offer letter and existing severance plan will give more detail on the specific performance metrics and any change-in-control triggers.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 2, 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
(Address of principal executive offices) 20740
(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 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Transition

On September 2, 2025, the board of directors (the “Board”) of IonQ, Inc. (the “Company”) appointed Inder M. Singh, the Lead Independent Director of the Board, to the positions of Chief Financial Officer (“CFO”) and Chief Operating Officer (“COO”) effective as of September 4, 2025 (the “Transition Date”), succeeding Thomas Kramer, who held the role of CFO. In connection with his new executive roles, Mr. Singh has stepped down as a member of the Board.

Except as otherwise disclosed in this current report, there are no arrangements or understandings between Mr. Singh, on the one hand, and any other person, on the other hand, pursuant to which Mr. Singh was selected as an officer of the Company. Additionally, there are no family relationships between Mr. Singh and the Company’s directors and executive officers, no arrangements or understandings between Mr. Singh and any other person requiring disclosure under Item 401(b) of Regulation S-K, and no transactions with related persons requiring disclosure under Item 404(a) of Regulation S-K.

Compensation Arrangements

Offer Letter. In connection with his appointment as CFO and COO, the Company entered into an offer letter with Mr. Singh (the “Offer Letter”) setting forth the terms of his employment and compensation. Pursuant to the Offer Letter, Mr. Singh will receive an annual base salary of $500,000 and is eligible for an annual cash bonus with a target amount equal to 100% of his annual base salary, with a prorated target bonus amount paid for 2025 based on the Transition Date. Mr. Singh will also be granted initial equity awards, consisting of (i) restricted stock units (“RSUs”) with a value of $6,750,000, (ii) performance-based RSUs (“PSUs”) with a target value of $18,000,000 (the “Target PSUs”), with the opportunity to vest in up to two hundred percent (200%) of the Target PSUs, with vesting based on the Company’s achievement against performance metrics established by the Board for the three (3)-year performance period covering the 2025, 2026, and 2027 calendar years and (iii) as an inducement to have Mr. Singh accept the Company’s offer of employment and as a “make-whole” award for Mr. Singh’s forfeiture of certain contingent compensation from his prior service recipient, following his submission of satisfactory evidence of such forfeitures, Mr. Singh will receive an award of RSUs with a value equal to the dollar value of such forfeited contingent compensation, vesting on the second anniversary of the Transition Date.

The Offer Letter also provides that in the event Mr. Singh experiences a “Covered Termination” (as defined in the Company’s Amended and Restated Executive Severance Plan (the “Executive Severance Plan”)), executes and does not revoke a release of claims in favor of the Company and complies with restrictive covenants, he will be eligible for severance benefits under the Executive Severance Plan, including payments of continued salary and a full target bonus over a severance period (ranging from 9 to 12 months depending whether in connection with a change in control), a pro-rata target bonus for the year of termination, a COBRA subsidy based on the length of the severance period and acceleration of certain equity awards.

The foregoing summary is not a complete discussion of the terms discussed herein and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q, and the full text of the Executive Severance Plan, a copy of which is filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which is incorporated herein by reference.

A copy of the press release announcing the executive transition has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

A copy of the press release announcing the executive transition has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated September 4, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 4, 2025	By:	/s/ Paul T. Dacier
		Paul T. Dacier
		Chief Legal Officer and Corporate Secretary

FAQ

What executive change did IonQ (IONQ) disclose in this 8-K?

IonQ disclosed that its board appointed Inder M. Singh as Chief Financial Officer and Chief Operating Officer effective September 4, 2025, succeeding CFO Thomas Kramer. Mr. Singh also resigned from his position as a member of the board of directors in connection with taking these executive roles.

What is the new compensation package for Inder M. Singh at IonQ (IONQ)?

Under his offer letter, Mr. Singh will receive a $500,000 annual base salary and is eligible for an annual cash bonus with a target equal to 100% of his base salary, with a prorated target bonus for 2025 based on the transition date. He will also receive RSUs valued at $6,750,000, performance-based RSUs with a target value of $18,000,000, and a make-whole RSU award equal to the dollar value of certain forfeited contingent compensation from his prior service recipient.

How do Inder M. Singh’s performance-based RSUs at IonQ vest?

The performance-based RSUs (PSUs) granted to Mr. Singh have a target value of $18,000,000 with the opportunity to vest in up to 200% of the target amount. Vesting is based on IonQ’s achievement against performance metrics established by the board over a three-year performance period covering calendar years 2025, 2026, and 2027.

What is the make-whole RSU award mentioned in IonQ’s 8-K for Inder M. Singh?

As an inducement to accept IonQ’s offer and to make Mr. Singh whole for forfeiting certain contingent compensation from his prior service recipient, IonQ will grant him RSUs with a value equal to the dollar value of the forfeited contingent compensation. These RSUs will vest on the second anniversary of the transition date, following his submission of satisfactory evidence of such forfeitures.

What severance protections does Inder M. Singh have under IonQ’s Executive Severance Plan?

If Mr. Singh experiences a Covered Termination as defined in IonQ’s Amended and Restated Executive Severance Plan, and he signs and does not revoke a release and complies with restrictive covenants, he will be eligible for severance benefits. These include continued salary and full target bonus for a severance period of 9 to 12 months depending on whether the termination is in connection with a change in control, a pro-rata target bonus for the year of termination, a COBRA subsidy for the length of the severance period, and acceleration of certain equity awards.

Where can investors find the full text of Inder M. Singh’s offer letter and IonQ’s Executive Severance Plan?

The company states that the full text of Mr. Singh’s Offer Letter will be filed as an exhibit to IonQ’s next Quarterly Report on Form 10-Q. The Amended and Restated Executive Severance Plan is already filed as Exhibit 10.2 to IonQ’s Annual Report on Form 10-K for the year ended December 31, 2024, and is incorporated by reference.