IONQ Inc.

03/25/2026 | Press release | Distributed by Public on 03/25/2026 15:25

Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 19, 2026, the Board of Directors (the "Board") of IonQ, Inc., a Delaware corporation (the "Company"), on the recommendation of the Nominating and Corporate Governance Committee of the Board, added a seat to the Board and elected William F. Scannell, age 63, to the resulting vacancy, effective March 20, 2026. The vacancy to which Mr. Scannell was appointed is for a Class II director whose term will expire at the Company's 2026 Annual Meeting of Stockholders. Mr. Scannell serves on the Compensation Committee of the Board.

After his appointment, Mr. Scannell will be entitled to the same compensation as the other non-affiliated directors under the Company's Non-Employee Director Compensation Policy (the "Policy"), which is attached as Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 25, 2026.

There are no arrangements or understandings between Mr. Scannell and any other person pursuant to which he was selected as a director, and he does not have a direct or indirect material interest in any transaction or proposed transaction that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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