DEF: Quantum Computing Inc. Announces 2025 Annual Meeting of Stockholders

Quantum Computing Inc. will hold its 2025 Annual Meeting of Stockholders on June 18, 2025, to elect directors, approve executive compensation, and ratify the selection of its independent accounting firm.

Summary

• Quantum Computing Inc. is holding its Annual Meeting of Stockholders on June 18, 2025, at its corporate offices in Hoboken, NJ.
• Stockholders of record as of April 21, 2025, are entitled to vote.
• The meeting will address the election of six directors, an advisory vote on executive compensation, and the ratification of BPM LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting in favor of all proposals.
• As of the record date, April 21, 2025, there were 140,787,131 shares of common stock outstanding.
• A quorum requires the presence of holders of one-third of the outstanding stock, or 46,929,044 shares.
• Directors are elected by a plurality of votes cast.
• Approval of executive compensation and ratification of the accounting firm require a majority of votes cast.
• The company's executive officers include William J. McGann (Chief Executive Officer and President), Chris Boehmler (Chief Financial Officer), and Yuping Huang (Chairman of the Board and Chief Quantum Officer).
• William McGann will resign as CEO and President effective May 12, 2025, and Yuping Huang will become Interim CEO and President.
• The Board has determined that Robert Fagenson, Michael Turmelle, Javad Shabani, Eric Schwartz and Carl Weimer are qualified as independent directors.
• Michael Turmelle is the audit committee financial expert.
• The company's non-employee directors receive compensation for their services.
• The company restated its 2022 and 2023 financial statements due to errors related to purchase accounting for the acquisition of QPhoton, Inc. in June 2022, stock-based compensation, and financing costs.
• The company's insider trading policy prohibits hedging transactions with respect to company securities.

Sentiment

Score: 5

Explanation: The document is primarily informational and procedural, with some positive aspects related to corporate governance and employee benefits, but also negative aspects related to the restatement of financial statements and executive turnover.

Positives

• The Board is actively engaged in overseeing the company's risk management and corporate governance.
• The company offers various training and development opportunities for its employees.
• The company provides competitive compensation and benefits, including equity-based awards, to align employee compensation with stockholder interests.
• The company has a hybrid work model that allows for both in-person collaboration and remote work.
• The company encourages communication from stockholders and has a process for addressing their concerns.

Negatives

• The company restated its 2022 and 2023 financial statements due to errors related to purchase accounting for the acquisition of QPhoton, Inc. in June 2022, stock-based compensation, and financing costs.
• William McGann is resigning as CEO and President effective May 12, 2025.
• The company's Pay versus Performance table shows that CAP to our PEO and non -PEO NEOs has not consistently moved in line with our TSR, that is, decline in our TSR in 2022 was not accompanied by declining PEO or NEO compensation.

Risks

• The company's principal source of risk falls into two categories, financial and product commercialization.
• The company faces cybersecurity risks, and the Board is apprised of cybersecurity incidents deemed to have a moderate or higher business impact.
• The company's Compensation Committee oversees risk management as it relates to compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks that could have a material adverse effect on the Company.

Future Outlook

The Board believes that our executive compensation program is well tailored to retain and motivate key executives while recognizing the need to align our executive compensation program with the interests of our stockholders and our pay -for-performance philosophy.

Management Comments

• Yuping Huang, who has served as our Chief Quantum Officer Since June 16, 2022 and will serve as our Interim Chief Executive Officer and President upon Mr. McGanns resignation effective May 12, 2025, is our Chairman of the Board.
• The Chairman has authority, among other things, to preside over and set the agenda for Board meetings.
• Accordingly, the Chairman has substantial ability to shape the work of the Board.
• We believe that the presence of five independent members of the Board ensures appropriate oversight by the Board of our business and affairs.

Industry Context

This document is a standard proxy statement, providing information to stockholders in advance of the annual meeting, which is a common practice for publicly traded companies.

Comparison to Industry Standards

• The compensation structure and corporate governance practices outlined in the document appear to be generally consistent with industry standards for publicly traded companies of similar size and complexity.
• The company's use of independent directors, audit and compensation committees, and an insider trading policy are all standard practices.
• The disclosure of executive compensation and related party transactions is also in line with regulatory requirements.
• The company's restatement of its financial statements is a significant event that may raise concerns among investors and could potentially impact the company's valuation.
• Comparable companies in the quantum computing space include Rigetti Computing, IonQ, and D-Wave Systems.
• Comparing Quantum Computing Inc.'s financial performance and corporate governance practices to these companies could provide further insights into its relative position in the industry.

Management Changes

Stakeholder Impact

• Stockholders are asked to vote on key proposals that will impact the company's governance and executive compensation.
• Employees may be affected by changes in executive leadership and compensation policies.
• The company's financial performance and governance practices could impact its relationships with customers, suppliers, and creditors.

Next Steps

• Stockholders should review the proxy materials and vote on the proposals.
• The company will hold its Annual Meeting of Stockholders on June 18, 2025.
• The Board will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.

Key Dates

Keywords

Quantum Computing, Annual Meeting, Proxy Statement, Board of Directors, Executive Compensation, BPM LLP, Stockholders, Directors, Corporate Governance, Audit Committee