UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of theOF THE

Securities Exchange Act ofSECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )

Filed by the Registrant ☒

Filed by a Partyparty other than the Registrant ☐

Check the appropriate box:

IONQ, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)

Payment of Filing Fee (Check all boxes that apply)the appropriate box):

4505 Campus Drive

College Park, Maryland 20740

NOTICE OF 20232024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 7, 20235, 2024 at 10:00 a.m. Eastern Time

April 25, 2024

Dear Stockholder:Fellow Stockholders:

On behalf of our Board of Directors, weWe are pleased to invite you to attend the 2023 Annual Meetingannual meeting of Stockholdersstockholders of IonQ, Inc. (the “Annual Meeting”), a Delaware corporation. The Annual Meeting willto be held virtually, via live webcast available at www.proxydocs.com/IONQ, on Wednesday June 7, 20235, 2024 at 10:00 a.m., Eastern time. We believe hosting a virtual meeting enables increased stockholder participation, while lowering the cost of conducting theThe Annual Meeting.

Stockholders attending the virtual meetingMeeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.conducted virtually via live audio webcast. You will be able to attend the Annual Meeting ask yourvirtually by visiting www.proxydocs.com/IONQ, where you will be able to listen to the meeting live, submit questions and vote your shares during theonline.

The attached formal meeting by visiting www.proxydocs.com/IONQ. To participate in the Annual Meeting, you will need to register to attend the meeting by 5:00 p.m., Eastern time, on June 6, 2023 using the control number located on the Noticenotice and proxy statement contain details of Internet Availability of Proxy Materials for the 2023 Annual Meeting of Stockholders, your proxy card or voting instruction form. Additional details regarding access to the Annual Meeting and the business to be conducted at the Annual Meeting are described in the accompanying proxy statement. We recommend that you log in a few minutes early to ensure you are logged in when the Annual Meeting starts.

The record date for the Annual Meeting is April 10, 2023. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.Meeting.

Your vote is very important. Whether or not you plan to attend the meeting,Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to vote byand submit your proxy promptly via the Internet, telephone or mail.

On behalf of our board of directors, we would like to ensureexpress our appreciation for your vote is counted.continued support of and interest in IonQ.

The Annual Meeting will be held for the following purposes:Sincerely,

Stacey Giamalis

Stacey Giamalis

Corporate Secretary

IONQ, INC.

4505 Campus Drive

College Park, Maryland 20740

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

These items of business are more fully described in the accompanying proxy statement.

By Orderorder of the Boardboard of Directorsdirectors,

Laurie BabinskiStacey Giamalis

Laurie BabinskiStacey Giamalis

General Counsel and Corporate Secretary

College Park, MarylandMD

April 28, 2023

You are cordially invited to attend the virtual annual meeting. Whether or not you expect to attend the meeting, you are urged to vote and submit your proxy by following the procedures described in the proxy card. Even if you have voted by proxy, you may still vote during the meeting. Please note, however, that if your shares are held of record by a broker, bank or other similar organization and you wish to vote during the meeting, you must follow the instructions from such organization.

25, 2024

TABLE OF CONTENTS

i

4505 Campus Drive

College Park, Maryland 20740IONQ, INC.

PROXY STATEMENT

FOR THE 20232024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 7, 2023be held at 10:00 a.m., Eastern Timetime, on Wednesday June 5, 2024

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. The words “IonQ,” “we,” the “Company,” “us” and “our” refer to IonQ, Inc., a Delaware corporation, and its subsidiaries.

QUESTIONS AND ANSWERS ABOUT THESETHE PROXY MATERIALS AND VOTINGOUR ANNUAL MEETING

Why didam I receiving these materials?

This proxy statement and the form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2024 Annual Meeting of stockholders of IonQ, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on Wednesday June 5, 2024 at 10:00 a.m., Eastern time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting virtually by visiting www.proxydocs.com/IONQ, where you will be able to listen to the meeting live, submit questions and vote online during the meeting. Stockholders can go to www.proxydocs.com/IONQ to register to attend the virtual meeting. Stockholders who register to attend will receive an email containing a link to the virtual meeting one hour prior to the meeting start time.

The Notice of Internet Availability of Proxy Materials, (the “or Notice”) regarding the availability of proxy materials on the internet instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you the Notice because our Board (“Board”) is soliciting your proxy to vote at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements thereof. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials. InstructionsInternet Availability, containing instructions on how to access this proxy statement, the accompanying notice of Annual Meeting and form of proxy, materials over the internetand our annual report, is first being sent or to request a printed copy may be found in the Notice.

We intend to mail the Noticegiven on or about April 28, 202325, 2024 to all stockholders of record as of April 15, 2024. The proxy materials and our annual report can be accessed as of April 25, 2024 by visiting www.proxydocs.com/IONQ. If you receive a Notice of Internet Availability, then you will not receive a printed copy of the proxy materials or our annual report in the mail unless you specifically request these materials. Instructions for requesting a printed copy of the proxy materials and our annual report are set forth in the Notice of Internet Availability.

What proposals will be voted on at the Annual Meeting?

The following proposals will be voted on at the Annual Meeting:

As of the date of this proxy statement, our management and board of directors were not aware of any other matters to be presented at the Annual Meeting.

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How does the board of directors recommend that I vote on these proposals?

Our board of directors recommends that you vote your shares:

Who is entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

You will not receive any additional proxy materials via mail unless you request a printed copy in accordance with the instructions set forth in the Notice. We may elect, in our discretion, to send you a proxy card, along with a second Notice, on or after 10 calendar days have passed since our first mailing of the Notice.

When is the record date for the Annual Meeting?

The Board has fixed the record date for the Annual MeetingHolders of our common stock as of the close of business on April 10, 2023 (the “15, 2024, the record date for the Annual Meeting, may vote at the Annual Meeting. As of the record date, there were 211,236,696 shares of our common stock outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting. Stockholders are not permitted to cumulate votes with respect to the election of directors.

Stockholdersof Record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are considered the stockholder of record with respect to those shares, and the Notice of Internet Availability was sent directly to you by us. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote on your own behalf at the Annual Meeting. Throughout this proxy statement, we refer to these holders as “stockholders of record.”

Street Name Stockholders. If your shares are held in a brokerage account or by a broker, bank or other nominee, then you are considered the beneficial owner of shares held in street name, and the Notice of Internet Availability was forwarded to you by your broker, bank or other nominee, which is considered the stockholder of record with respect to those shares. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account by following the instructions that your broker, bank or other nominee sent to you. Throughout this proxy statement, we refer to these holders as “street name stockholders.”

Is there a list of registered stockholders entitled to vote at the Annual Meeting?

A list of registered stockholders entitled to vote at the Annual Meeting will be made available for examination by any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting during ordinary business hours, at our principal executive offices located at 4505 Campus Drive, College Park, Maryland 20740 by contacting our Corporate Secretary.

Record DateWhat are the effects of abstentions and broker non-votes?”)

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that it wishes to abstain from voting its shares, or if a broker, bank or other nominee causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the Annual Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the voting power of the shares present virtually or represented by proxy and entitled to vote at the Annual Meeting (Proposals No. 2 and No. 4). However, because the outcome of Proposal No. 1 (election of directors) and Proposal No. 3 (frequency of advisory vote on Say-on-Pay) will be determined by a plurality vote, abstentions will have no impact on the outcome of such proposal as long as a quorum exists.

Broker non-votes occur when a bank, broker or other nominee (i.e., the record holder) has not received voting instructions from the beneficial owner on a matter for which the record holder does not have discretionary power to vote. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual

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Meeting but will not be counted for purposes of determining the number of votes cast on a proposal. Therefore, a broker non-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any of the proposals.

How many votes are needed for approval of each proposal?

What is the quorum requirement for the Annual Meeting?

A quorum is the minimum number of shares required to be present or represented at the Annual Meeting for the meeting to be properly held under our amended and restated bylaws and Delaware law. The presence, in person (including virtually) or by proxy, of a majority of the voting power of our capital stock issued and outstanding

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and entitled to vote will constitute a quorum to transact business at the Annual Meeting. Abstentions, choosing to withhold authority to vote and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chairperson of the meeting may adjourn the meeting to another time or place.

How do I vote and what are the voting deadlines?

Stockholder of Record. If you are a stockholder of record, you may vote in one of the following ways:

Street Name Stockholders. If you are a street name stockholder, then you will receive voting instructions from your broker, bank or other nominee. The availability of Internet and telephone voting options will depend on the voting process of your broker, bank or other nominee. We therefore recommend that you follow the voting instructions in the materials you receive. If your voting instruction form or Notice of Internet Availability of proxy materials indicates that you may vote your shares through the proxydocs.com website, then you may vote those shares at the Annual Meeting with the control number indicated on that voting instruction form or Notice of Internet Availability of proxy materials. Otherwise, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?

Stockholder of Record. If you are a stockholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted:

In addition, if any other matters are properly brought before the Annual Meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Street Name Stockholders. Brokers, banks and other nominees holding shares of common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our sole routine matter: the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. Your broker, bank or other nominee will not have discretion to vote on any other proposals, which are considered non-routine matters, absent direction from you.

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In the event that your broker, bank or other nominee votes your shares on our sole routine matter, but is not able to vote your shares on the non-routine matters, then those shares will be treated as broker non-votes with respect to the non-routine proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your shares are counted on each of the proposals.

Can I change my vote or revoke my proxy?

Stockholder of Record. If you are a stockholder of record, you can change your vote or revoke your proxy before the Annual Meeting by:

Street Name Stockholders. If you are a street name stockholder, then your broker, bank or other nominee can provide you with instructions on how to change or revoke your proxy.

What do I need to do to attend the Annual Meeting?

We will be hosting the Annual Meeting via live audio webcast only. In order

Stockholder of Record. If you were a stockholder of record as of the record date, then you may attend the Annual Meeting virtually, and will be able to submit your questions during the meeting and vote your shares electronically during the meeting by visiting www.proxydocs.com/IONQ. Stockholders can go to www.proxydocs.com/IONQ to register to attend the virtual meeting. To attend and participate in the Annual Meeting, you must registerwill need the control number included on your Notice of Internet Availability or proxy card. The Annual Meeting live audio webcast will begin promptly at 10:00 a.m., Eastern time. We encourage you to attendaccess the meeting by 5:prior to the start time. Online check-in will begin at 9:00 p.m.a.m., Eastern time, on Tuesday, June 6, 2023 using your control number, which is included inand you should allow ample time for the Notice or on your proxy card ifcheck-in procedures.

Street Name Stockholders. If you arewere a street name stockholder as of the record or included withdate and your voting instruction cardform or Notice of Internet Availability of proxy materials indicates that you may vote your shares through the proxydocs.com website, then you may access and participate in the Annual Meeting with the control number indicated on that voting instructions received from yourinstruction form or Notice of Internet Availability of proxy materials. Otherwise, street name stockholders should contact their bank, broker bank or other agent if you hold your sharesnominee and obtain a legal proxy in “street name.” Instructions on howorder to be able to attend and participate are available at www.proxydocs.com/IONQ.

We recommend that you log in a few minutes before the start of the Annual Meeting to ensure you are logged in when the meeting begins. The virtual meeting room will open 15 minutes before the start of the Annual Meeting. Information on how to vote online

How can I submit a question during the Annual Meeting is discussed below.

How can I get help if I have trouble checking in or listening to the Annual Meeting or our business and that such questions are respectful of your fellow stockholders and meeting participants. Questions and answers may be grouped by topic, and substantially similar questions may be grouped and answered once. In addition, questions may be ruled out of order if they are, among other things, irrelevantonline?

We encourage you to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the stockholder’s own personal, political or business interests.

Will a list of stockholders as of the Record Date be available for examination?

For the 10 days prior toaccess the Annual Meeting before it begins. If you encounter difficulties accessing the list of our record stockholders as ofvirtual meeting during the Record Datecheck-in or meeting time, please call the technical support number that will be available for examination during ordinary business hours by any stockholder of record for purposes germane to the meeting by emailing us at investors@ionq.co.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of businessposted on the Record Date will be entitledvirtual meeting log-in page.

What is the effect of giving a proxy?

A proxy is your legal designation of another person to vote the stock you own at the Annual Meeting. OnThe person you designate is your “proxy,” and you give your proxy authority to vote your shares by voting by telephone or over the Record Date, there were 201,008,258 sharesInternet, or if you requested to receive a printed copy of common stock outstandingthe proxy materials, by submitting the proxy card. Proxies are solicited by and entitled to vote.

Why did I receive a Notice of Internet Availability instead of a full set of proxy materials?

In accordance with the final results.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

When are stockholder proposals and director nominations due for next year’s annual meeting?

Requirements for stockholder proposals to be brought before an annual meeting.

Our amended and restated bylaws (“Bylaws”) provide that, for stockholder director nominations or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to our Secretary at IonQ, Inc., 4505 Campus Drive, College Park, Maryland 20740.

To be timely for the 2024 Annual Meeting of Stockholders, a stockholder’s notice must be delivered to or mailed and received by our Secretary at our principal executive offices between February 8, 2024 and March 9, 2024; provided, that in the event that the daterules of the 2024 Annual Meeting is more than 30 days before or more than 60 days after such anniversary date,SEC we must receive your notice (a) no earlier than the close of business on the 120^th day priorhave elected to the currently proposed 2024 Annual Meeting and (b) no later than the close of business on the later of the 90^th day prior to the 2024 Annual Meeting or the 10^th day following the day on which we first make a public announcement of the date of the 2024 Annual Meeting. A stockholder’s notice to the Secretary must also set forth the information required by our Bylaws.

Requirements for stockholder proposals to be considered for inclusion in our proxy materials.

Stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and intended to be presented at the 2024 Annual Meeting of Stockholders must be received by us not later than December 23, 2023 in order to be considered for inclusion infurnish our proxy materials, for that meeting. In addition, stockholders who intend to solicit proxies in support of director nominees other than our nominees must also comply with the additional requirements of Rule 14a-19(b).

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Composition of the Board of Directors

Our board of directors currently consists of ten directors, all of whom except Peter Chapman, our President and Chief Executive Officer, and Jungsang Kim, our Scientific Advisor, are independent under the listing standards of the New York Stock Exchange, or the NYSE. Our board of directors is divided into three nominees receiving the most “FOR” votesclasses with staggered three-year terms. Thus, at each annual meeting of stockholders, a class of directors will be elected as directors. Withhold and broker non-votes will have no effect on the outcome of Proposal 1. You may not vote your shares cumulatively for the election of directors. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named above. If any nominee becomes unavailable for election because of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by our Board. Your proxy cannot be voted for a greater number of persons thanthree-year term to succeed the number of director nominees named in this proxy statement.

Our Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR

EACH OF THESE DIRECTOR NOMINEES FOR CLASS II DIRECTOR

(PROPOSAL 1 ON YOUR NOTICE OF INTERNET AVAILABILITY)

Mr. Scannell is qualified to serve as a member of our board of directors because of his extensive and varied experience in all aspects of software and hardware company operations.

Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

Niccolo de Masi has served as a member of our board of directors since the closing of the business combination in September 2021 and was the Chief Executive Officer and a member of the board of directors of our predecessor, dMY Technology Group, Inc. III, since September 2020. Mr. de Masi has served as a director of Planet Labs PBC, a publicly traded earth imaging company, since December 2021 and as a director and audit committee member of Genius Sports Limited, a publicly traded sports data and technology company, since April 2021. Mr. de Masi has served as a director of dMY Technology Group, Inc. VI and dMY Squared Technology Group, Inc., each a publicly traded company, since October 2021 and October 2022, respectively. From January 2020 to December 2020, Mr. de Masi served as Chief Executive Officer of dMY Technology Group, Inc. and has served as a director of Rush Street Interactive, Inc., a publicly traded online casino company, since December 2020, following its business combination with dMY Technology Group, Inc. From January 2010 to April 2021, Mr. de Masi was a member of the board of directors of Glu Mobile Inc., a publicly traded mobile gaming company. From February 2019 to March 2020, Mr. de Masi was the Chief Innovation Officer at Resideo Technologies, Inc., a publicly traded security solutions company. From October 2018 to January 2020, he served as a member of Resideo Technologies, Inc.’s board of directors and from February 2019 until January 2020 he served as its President of Products and Solutions. From November 2016 until October 2018, Mr. de Masi served as the President of Essential Products, Inc. Since November 2015, Mr. de Masi has served on the Leadership Council of the UCLA Grand Challenge. Mr. de Masi received a B.A. and an MSci. in physics from Cambridge University. We believe Mr. de Masi is qualified to serve as a member of our board of directors because of his breadth of experience as both an officer and member of the board of directors at a variety of publicly traded technology companies.

Inder M. Singh has served as a member of our board of directors since December 2021. Mr. Singh has served as a director of John Wiley and Sons, Inc., a publicly traded publishing company since December 2021. From April 2019 to December 2022, Mr. Singh served as Executive Vice President and Chief Financial Officer of Arm Limited, a British semiconductor and software design company, where he led the global finance organization as well as corporate IT operations, procurement and enterprise security teams. From November 2016 to April 2019, Mr. Singh served as Senior Vice President and Chief Financial Officer, and from March 2016 to November 2016, as Chief Strategy and Marketing Officer, of Unisys Corp., a publicly traded company. Prior to that, Mr. Singh was a Managing Director at SunTrust Bank’s equities unit, and a Senior Vice President in finance at Comcast Corporation. Mr. Singh is currently a member of the board of directors of Affinity Federal Credit Union, a U.S. financial services firm. Mr. Singh has also advised startups as a member of Columbia University’s Entrepreneurship Advisory Board, and participates as a project advisor for the U.S. Department of Homeland Security on national security and critical infrastructure issues. Mr. Singh received an M.B.A. in finance from New York University and holds M.S. and B.S. degrees in engineering from Columbia University. We believe Mr. Singh is qualified to serve as a member of our board of directors because of his finance and corporate management roles within various organizations and his general involvement in the technology industry, generally, and managementinfrastructure industry.

Wendy Thomas has served as a member of our board of directors since December 2022. Since September 2021, Ms. Thomas has served as Chief Executive Officer of SecureWorks Corp., a publicly traded company. Prior to this, Ms. Thomas served in various other positions at SecureWorks, including as President from September 2021 through February 2023 and President, Customer Success from April 2020 to June 2021, Chief Product Officer from June 2019 to April 2020, Senior Vice President, Business and Product Strategy from March 2018 to June 2019, Vice President, Strategic and Financial Planning from March 2017 to March 2018 and Vice President, Financial Planning and Analysis from July 2015 to March 2017. Ms. Thomas received an M.B.A. from the Darla Moore School of Business at the University of South Carolina and holds a B.A. in Economics and Foreign

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Affairs from the University of Virginia. We believe Ms. Thomas is qualified to serve as a member of our board of directors because of her extensive and varied experience in multiple senior executive roles at global venture capital firms.a publicly traded technology company.

Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

Kathryn Chou has served as a member of our Boardboard of directors since July 2022. Since January 2022, Ms. Chou has served as Senior Vice President, SaaS Engineering, of Nutanix, Inc., a publicly listedtraded 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 listedtraded company. Ms. Chou has also served in various non-profit organizations throughout 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. We believe Ms. Chou is qualified to serve as a member of our Boardboard of directors because of her extensive and varied experience as a senior executive at multiple publicly traded technology and software companies.

Harry Youhas served as a member of our Boardboard of directors since the closing of the business combination in September 2021, and was the chief financial officerChief Financial Officer and chair of the board of directors of our predecessor, dMY Technology Group, Inc. III, since inception. Mr. You has served as the chair of the board of directors and co-CEO of of dMY Technology Group Squared since September 2022. Since October 2021, Mr. You has served as chair of dMY Technology Group VI. Since March 2021, Mr. You has served on the board of directors of Coupang, Inc, a south Korean publicly traded e-commerce company. company. Since January 2019, Mr. You has served as a member of the board

Directors Not Standing for Re-Election

The current term of each of Craig Barratt and Jungsang Kim, each a member of our board of directors, will expire at the Annual Meeting. Neither Dr. Barratt nor Dr. Kim will stand for re-election to our board of directors at the Annual Meeting. Our board of directors thanks each of Dr. Barratt and Dr. Kim for their distinguished service as directors of the Company. As a result of Drs. Barratt and Kim not standing for re-election to our board of directors, to avoid vacancies existing on our board of directors following the Annual Meeting, consistent with our amended and restated bylaws, our board of directors has unanimously adopted a resolution to reduce the size of our board of directors from ten to eight members, effective upon the conclusion of the Annual Meeting.

Craig Barratt has served as a member of our board of directors and Chair of the Board since the closing of the business combination in September 2021. Dr. Barratt served as a member of legacy IonQ’s board of directors since January 2021. Until May 2020, Dr. Barratt served as senior vice presidentSenior Vice President and general managerGeneral Manager of the Connectivity Group of Intel Corporation, a semiconductor company, since its acquisition of Barefoot Networks, Inc., a computer networking company, in July 2019, where he previously served as presidentPresident and chief executive officerChief Executive Officer since April 2017. From June 2013 to January 2017, Dr. Barratt held several different roles at Google, including senior vice president, accessSenior Vice President, Access and energyEnergy and advisor.Advisor. Dr. Barratt previously served as presidentPresident of Qualcomm Atheros, the networking and connectivity subsidiary of Qualcomm Inc., and as president, chief executive officerPresident, Chief Executive Officer and a director of Atheros Communications, Inc., a fabless semiconductor company, until its acquisition by Qualcomm. Dr. Barratt has also served as a member of the board of directors of Intuitive Surgical, Inc., a robotic-assisted surgery company, since April 2011 and as chair of the board of directors since April 2020. Dr. Barratt received a B.E. in electrical engineering and a B.S. in pure mathematics and physics from the University of Sydney, Australia as well as an M.S. and Ph.D. in electrical engineering from Stanford University. We believe Dr. Barratt is qualified to serve as a member of our Board because of his senior leadership roles at industry leading companies in the technology sector.

Peter Chapman Jungsang Kimhas served as a member of our Board and president and chief executive officer since the closing of the business combination in September 2021. Mr. Chapman previously served as legacy IonQ’s president and chief executive officer and a member of its board of directors since May 2019. From September 2014 to May 2019, Mr. Chapman served as a director of engineering for Amazon Prime at Amazon.com, Inc. prior to joining IonQ. Before that, Mr. Chapman was the president at Media Arc, Inc. We believe Mr. Chapman is well qualified to serve as a member of our Board because of his prior leadership and officer positions at technology and software companies.

Jungsang Kim has served as a member of our Board and chief strategy officer since the closing of the business combination in September 2021. Dr. Kim has served as our Scientific Advisor since April 2024. Previously, Dr. Kim served as our Chief Technology Officer from September 2021 to March 2024. Dr. Kim is the co-founder of of legacy IonQ and served as its chief technology officer and a member of its board of directors sincefrom September 2015.2015 to September 2021. Dr. Kim assumed the role of chief technology officer inserved as legacy IonQ’s President and Chief Executive Officer from September 2015 to September 2016, as legacy IonQ’s Chief Strategy Officer from September 2016 to April 2020, and as legacy IonQ’s Chief Technology Officer from May 2020.2020 to September 2021. Dr. Kim has served as assistant/associate/full professor in the Department of Electrical and Computer Engineering, Department of Physics and Department of Computer Science at Duke University since June 2004. From August 2006 to February 2020, Dr. Kim was also the founderFounder and presidentPresident and chief executive officerChief Executive Officer of Applied Quantum Technologies, Inc. Dr. Kim received a B.S. in physics from Seoul National University and a Ph.D. in physics from Stanford University. We believe Dr. Kim is well qualified to serve as a member of our Boardboard of directors because of his extensive research in electrical and computer engineering and quantum mechanics.

Audit committee members must also satisfy the additional independence criteria set forth in pertinentRule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and NYSE listing standards applicable to audit committee members. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and NYSE listing standards applicable to compensation committee members.

Our board of NYSE, as in effect from time to time.

The Boarddirectors has reviewedundertaken a review of the independence of each director.of our directors. Based on information provided by each director concerning his or her background, employment and affiliations, the Boardour board of directors has determined that noneCraig Barratt, Robert Cardillo, Kathy Chou, Niccolo de Masi, Inder M. Singh, William Scannell, Wendy Thomas and Harry You, representing eight of theour ten directors, other than Messrs. Chapman and Kim,do not have any relationshipsa relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of thethese directors is “independent”an “independent director” as that term is defined under the NYSE listing standards. standards of the NYSE. Peter Chapman is not considered an independent director because of his position as our President and Chief Executive Officer and Jungsang Kim is not considered an independent director because of his position as our Scientific Advisor and former Chief Technology Officer.

In making these determinations, the Boardour board of directors considered the current and prior relationships that each non-employee director has with usour Company and all other facts and circumstances the Boardthat our board of directors deemed relevant in determining their independence, including the beneficial ownership of our securitiescapital stock by each non-employee director, and the transactions involving them described in the section titled “Transactions with Related Persons and Indemnification.“Related Person Transactions.”

There are no family relationships among any of our directors, director nominees or executive officers.

Leadership Structure

Our Corporate Governance Guidelines specify that the Boardboard of directors will select our Chief Executive Officer and Chair of the Board in the manner that it determines to be in the best interests of our stockholders and in accordance with any stockholder agreements. We do not believe there should be a fixed rule regarding the positions of Chief Executive Officer and Chair of the Board being held by different individuals, or whether the chairChair of the Board should be an employee of the Company or should be elected from among the non-employee directors. The needs of theour Company and the individuals available to assume these roles may require different outcomes at different times, and the Boardboard of directors believes that retaining flexibility in these decisions is in the best interests of our company.Company. The role of Chair of the Board is currently held by Craig Barratt, an independent, non-employee director. In connection with the expiration of Dr. Barratt’s term as a member of the board of directors and pursuant to the nominating and corporate governance committee charter, the nominating and corporate governance committee has recommended, and the board of directors has approved, that Peter Chapman be appointed as the Executive Chairman of the board of directors and Harry You be appointed as the lead independent director of the board of directors, with each such appointment to become effective upon the conclusion of the Annual Meeting, subject to Mr. Chapman’s election as a director at the Annual Meeting.

Pursuant to its charter, the nominating and corporate governance committee periodically reviews this matter and makes recommendations to the Board.board of directors. The nominating and corporate governance committee has recommended, and the Boardboard of directors has determined, that the roles of Chief Executive Officer and Chair of the Board should be separate. combined, subject to the appointment of a lead independent director.

Role of Lead Independent Director

We believe that the anticipated structure of our board of directors, with Mr. Chapman acting as President, Chief Executive Officer and Executive Chairman and Mr. You acting as lead independent director, and with fully independent audit, compensation, and nominating and corporate governance committees that oversee the majority of the Company’s operations, risks, performance, and strategy, provides the most effective governance

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framework and allows us to benefit from Mr. Chapman’s talent, knowledge, and experience as a leader of the Company, while maintaining effective independent oversight of management. This structure creates accountability and enhances our ability to develop and execute our strategy and communicate our message clearly and consistently to stockholders.

Executive Chairman

Mr. Chapman, our President and Chief Executive Officer, is expected to serve as the Executive Chairman of our board of directors following the conclusion of our Annual Meeting. As our President and Chief Executive Officer, Mr. Chapman possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing our Company and business, which enables him to effectively lead our board of directors, including by identifying strategic priorities, leading critical discussions and executing our business plans. We believe Mr. Chapman’s extensive Company-specific experience and expertise, together with the outside experience, oversight and expertise of our lead independent director and the independent directors on our board of directors and committees, allow for differing perspectives and roles regarding strategy development that benefit our stockholders.

Lead Independent Director and Independent Committees

Because Mr. Chapman is expected to serve as our Executive Chairman and also continue as our President and Chief Executive Officer and is thus not an “independent” director under the listing standards of the NYSE, our board of directors has approved the appointment of Mr. You to serve as our lead independent director, effective upon the conclusion of the Annual Meeting. Our board of directors believes that Mr. You will provide an effective independent voice in our leadership structure.

The rolelead independent director position is expected to be a critical aspect of Chairour corporate governance framework. Our board of directors believes that having a lead independent director enhances communications and relations among our board of directors. In addition to generally serving as a liaison between Mr. Chapman and our independent directors, the responsibilities of the lead independent director will include:

Only independent directors serve on the audit committee, the compensation committee, and the nominating and corporate governance committee, which we believe provides strong independent leadership and oversight for each of these committees. As a result of the board of directors’ committee system and the existence of a majority of independent directors on the board of directors, the board of directors maintains effective oversight of our business operations, including independent oversight of our financial statements, executive compensation, selection of director candidates and corporate governance programs.

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Risk Oversight of the Board of Directors

One of the key functions of the Boardboard of directors is informed oversight of our risk management process. In particular, our Boardboard of directors is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for theour Company. The Boardboard of directors does not have a standing risk management committee, but rather administers this oversight function directly through the Boardboard of directors as a whole, as well as through various standing committees that address risks inherent in their respective areas of oversight. Our Boardboard of directors and its committees consider specific risk topics, including, but not limited to, risks associated with our strategic plan, business operations, capital structure, information technology, data privacy and cyber security.cybersecurity. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Boardboard of directors as quickly as possible.

Our audit committee has the responsibility to consider and discuss with management and the auditors, as appropriate, theour Company’s guidelines and policies with respect to financial risk management and financial risk assessment, including theour Company’s major financial risk exposures and the steps taken by management to monitor and control these exposures. Areas of focus for the audit committee include theour Company’s policies and other matters relating to our investments, cash management and foreign exchange management, major financial risk exposures, the adequacy and effectiveness of our information security policies and practices, cybersecurity and the internal controls regarding information security, and the steps taken by management to monitor and

Our compensation committee operates under a written charter that satisfies the applicable rules and ensure talent management strategies are aligned to best practicesregulations of the SEC and ensure attraction, retention and developmentthe listing standards of top talent.

Compensation Committee Interlocks and Insider Participation

The current members of our compensation committee are Dr. Barratt, Ms. Chou, and Mr. Bernal serving as the chair of the committee. Ms. ChouYou. Mr. You was appointed to the Boardcompensation committee on July 26, 2023. Ronald Bernal was a member of the compensation committee until his resignation from the board of directors, effective September 29, 2023. Mr. de Masi was a member of the compensation committee until he rotated off the compensation committee on November 3, 2023. None of the members of our compensation committee, or anyone who served as a member of our compensation committee in 2023, is or has been an officer or employee of our Company, other than individuals who served as officers of our predecessor company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Considerations in Evaluating Director Nominees

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors and other director qualifications. While our board of directors has not established minimum qualifications for members of our board of directors, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation, issues of character, professional ethics and integrity, judgment, business experience and diversity, and with respect to diversity, such factors as race, ethnicity, gender, differences in professional background, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board of directors. Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that the board of directors should be a diverse body, and the nominating and corporate governance committee on July 11, 2022. Dr. Byers wasconsiders a memberbroad range of the nominatingperspectives, backgrounds and corporate governance committee until his resignation from the Board, effective December 7, 2022. Ms. Thomas was appointed to the Board and the nominating and corporate governance committee to replace Dr. Byers on December 8, 2022. The board has determined that each member of the nominating and corporate governance committee is independent under the NYSE listing standards.experiences.

Specific responsibilities of the nominating and corporate governance committee include:

A stockholder that wants to become nominees for electionrecommend a candidate to our Boardboard of directors should do sodirect the recommendation in writing by deliveringletter to our Corporate Secretary at IonQ, Inc., 4505 Campus Drive, College Park, Maryland 20740, Attention: Corporate Secretary. Such recommendation must include the candidate’s name, age, home and business contact information, the principal occupation or employment of such nominee, relevant qualifications, a written consent from the candidate confirming willingness to serve, information regarding any relationships between the candidate and us and evidence of the recommending stockholder’s ownership of our capital stock. Such recommendation must also include a statement from the recommending stockholder in support of the candidate. Our amended and restated bylaws contain a full description of the information required to ourbe included in a stockholder’s notice. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

Under our amended and restated bylaws, stockholders may also directly nominate persons for our board of directors. Any nomination must comply with the requirements set forth in our amended and restated bylaws and the rules and regulations of the SEC and should be sent in writing to our Corporate Secretary at the address above. To be timely for our 2025 annual meeting of stockholders, nominations must be received by our Corporate Secretary observing the deadlines discussed below under “Other Matters—Stockholder Proposals or Director Nominations for 2025 Annual Meeting.”

Communications with the Board of Directors

Stockholders and other interested parties wishing to communicate directly with our non-management directors, may do so by writing and sending the correspondence to our Corporate Secretary by mail to our principal executive offices at IonQ, Inc., 4505 Campus Drive, College Park, MDMaryland 20740, Attention:Attn: Corporate Secretary. Our Corporate Secretary, in consultation with appropriate directors as necessary, will review all incoming communications and screen for communications that (1) are solicitations for products and services, (2) relate to matters of a personal nature not later than the closerelevant for our stockholders to act on or for our board of business on the 90^th day, nor earlier than the closedirectors to consider and (3) matters that are of business on the 120^th day, priora type that are improper or irrelevant to the first anniversaryfunctioning of our board of directors or our business, for example, mass mailings, job inquiries and business solicitations. If appropriate, our Corporate Secretary will route such communications to the appropriate director(s) or, if none is specified, then to the chairperson of the immediately preceding year’s annual meeting, subject to certain exceptions as set forth in our Bylaws. Submissions must include the specific information required in Section 5board of our Bylaws. For additional information about our director nomination requirements, please see our Bylaws.

Communications with Our Board of Directors

Our relationship with our stockholders is an important part of our corporate governance program. Engaging with stockholders helps us to understand how they view us, to set goals and expectations for our performance, and to identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations. Our stockholder and investor outreach includes investor road shows, analyst meetings, and investor conferences and meetings. We also communicate with stockholders and other stakeholders through various media, including our annual report and SEC filings, proxy statement, news releases and our website. Our webcasts for quarterly earnings releases are open to all. These webcasts are available in real time and are archived on our website for a period of time.

conduct and operation of the board in order to give directors a flexible framework for effectively pursuing our objectives for the benefit of our stockholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to board composition and selection, board meetings and involvement of senior management, Chief Executive Officer performance evaluation and management succession planning and board committees and compensation. The Corporate Governance Guidelines may be viewedethics are available on our website at investors.ionq.com. We will post amendments to our code of business conduct and ethics or any waivers of our code of business conduct and ethics for directors and executive officers on the same website.

Policy on Hedging and Pledging

Our Boardboard of directors has adopted an insider trading policy, which prohibits hedging or monetization transactions with respect to our common stock, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. In addition, our insider trading policy prohibits trading in derivative securities related to our common stock, which include publicly traded call and put options, engaging in short selling of our common stock, purchasing our common stock on margin or holding it in a margin account and pledging our shares as collateral for a loan.

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PROPOSAL NO. 1:

ELECTION OF CLASS III DIRECTORS

Our board of directors currently consists of ten directors and is divided into three classes with staggered three-year terms. At the Annual Meeting, two Class III directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

Nominees

Our nominating and corporate governance committee has recommended, and our board of directors has approved, Peter Chapman and William Scannell as nominees for election as Class III directors at the Annual Meeting. If elected, each of Mr. Chapman and Mr. Scannell will serve as a Class III director until the 2027 annual meeting of stockholders and his respective successor is elected and qualified or until his earlier death, resignation or removal. For more information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”

Mr. Chapman and Mr. Scannell have agreed to serve as directors if elected, and management has no reason to believe that they will be unavailable to serve. In the event a nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nominee designated by the present board of directors to fill the vacancy.

Vote Required

Each director is elected by a plurality of the voting power of the shares present in person (including virtually) or represented by proxy at the meeting and entitled to vote on the election of directors. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non-vote, will have no effect on the outcome of the election.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

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PROPOSAL NO. 2:

ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act, we are asking our stockholders to approve, on an advisory or non-binding basis, the compensation of our named executive officers as described in this proxy statement. This proposal, commonly referred to as the “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement.

The Say-on-Pay Vote is advisory, and therefore is not binding on us, our compensation committee or our board of directors. The Say-on-Pay Vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which our compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our board of directors and our compensation committee value the opinions of our stockholders. To the extent there is any significant vote against the compensation of our named executive officers as disclosed in this proxy statement, we will endeavor to communicate with stockholders to better understand the concerns that influenced the vote and consider our stockholders’ concerns, and our compensation committee will evaluate whether any actions are necessary to address those concerns.

You are encouraged to review the section titled “Executive Compensation” and, in particular, the section titled “Executive Compensation—Compensation Discussion and Analysis”, which provides an overview of our executive compensation program and its elements, objectives and rationale.

We are asking our stockholders to approve the compensation of our named executive officers as described in this proxy statement by voting for the following non-binding resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, the compensation tables and the narrative discussion.”

Vote Required

The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares present in person (including virtually) or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the same effect as a vote AGAINST this proposal. Broker non-votes will have no effect on the outcome of this proposal.

As an advisory vote, the result of this proposal is non-binding. Although the vote is non-binding, our board of directors and our compensation committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

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PROPOSAL NO. 3:

ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER

ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act, we are asking our stockholders to provide their input with regard to the frequency of future stockholder advisory votes on our named executive officer compensation, such as the proposal contained in Proposal No. 2 of this proxy statement. In particular, we are asking our stockholders to indicate whether they would prefer an advisory vote on named executive officer compensation every one year, every two years or every three years.

After considering the benefits and consequences of each alternative, our board of directors recommends that the advisory vote on the compensation of our named executive officers be submitted to the stockholders every ONE year. In formulating its recommendation, our board of directors considered that compensation decisions are made annually and that an annual advisory vote on the compensation of our named executive officers will allow stockholders to provide more frequent and direct input on our compensation philosophy, policies and practices.

Vote Required

The choice of frequency, whether one year, two years or three years, that receives the most votes at the Annual Meeting will be considered to be the preferred frequency of our stockholders. Abstentions and broker non-votes will have no effect on this proposal.

As an advisory vote, the result of this proposal is non-binding. Although the vote is non-binding, our board of directors and our compensation committee value the opinions of our stockholders in this matter and, to the extent there is any significant vote in favor of one time period over another, will consider the outcome of this vote when making future decisions regarding the frequency of holding future Say-on-Pay Votes.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR “ONE YEAR” AS THE FREQUENCY FOR FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.

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PROPOSAL NO. 4:

RATIFICATION OF ERNST & YOUNG LLP AS OUR APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Boardaudit committee has selectedappointed Ernst & Young LLP (“as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2024. Ernst & Young”) LLP served as our independent registered public accounting firm for the fiscal year endingended December 31, 2023 and has further directed that management submit2023.

At the selectionAnnual Meeting, we are asking our stockholders to ratify the appointment of itsErnst & Young LLP as our independent registered public accounting firm for ratification byour fiscal year ending December 31, 2024. Our audit committee is submitting the stockholders at the Annual Meeting.appointment of Ernst & Young has served asLLP to our auditor since 2020 (inclusive of service as thestockholders because we value our stockholders’ views on our independent registered public accounting firm for legacy IonQ prior to the business combination). Representatives ofErnst & Young are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or law require stockholders’ ratification of the selection of Ernst & Young as our independent registered public accounting firm. However, the Board is submitting the selection of Ernst & Young to the stockholders for ratification as a matter of good corporate practice. Ifgovernance. Notwithstanding the appointment of Ernst & Young LLP, and even if our stockholders fail to ratify the selection, the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Boardappointment, our audit committee, in its discretion, may direct the appointment of differentappoint another independent auditorsregistered public accounting firm at any time during theour fiscal year if they determineour audit committee believes that such a change would be in the best interests of IonQour Company and our stockholders.

Changes in Registrant’s Certifying Accountant

As previously disclosed, in connection with the closing of the business combination on September 30, 2021, WithumSmith+Brown, PC, (“Withum”) was dismissed as If our independent registered public accounting firm. This decision was approved by the Board. Withum served as the independent registered public accounting firm for dMY prior to the business combination.

The Board approvedstockholders do not ratify the appointment of Ernst & Young asLLP , then our independent registered public accounting firm on September 30, 2021.audit committee may reconsider the appointment. One or more representatives of Ernst & Young served asLLP are expected to be present at the independent registered public accounting firm for legacy IonQ priorAnnual Meeting, and they will have an opportunity to make a statement and are expected to be available to respond to appropriate questions from our stockholders.

Fees Paid to the business combination.

Principal Accountant Fees and ServicesIndependent Registered Public Accounting Firm

The following tables present the aggregatetable presents fees billedfor professional audit services and other services rendered to us by Ernst & Young and Withum to us (including legacy IonQ, in the case of Ernst & Young)LLP for theour fiscal years ended December 31, 20222023 and 2021.

Ernst & Young2022.

Pre-Approval Policies Policies and Procedures

Our audit committee approves all audit services and pre-approves all non-audit services services provided by Ernst & Young LLP before it is engaged by us to render non-audit services services to ensure that the provision of these services does not impair the auditor’s independence. These services may include audit-related services, tax services and other non-audit services. services.

The pre-approval requirement requirement set forth above does not apply with respect to non-audit services services if:

The audit committee elected to delegate pre-approval authority authority to the chair of the audit committee to approve any one or more individual permitted non-audit services. services. The chair will report any pre-approval  granted granted at the next meeting of the audit committee.

Vote Required

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024 requires the affirmative vote of the holders of shares representing a majority of the voting power of the shares of common stock present in person by remote communications, if applicable,(including virtually) or represented by proxy at the Annual Meeting (excluding abstentions and broker non-votes)entitled to vote thereon. Abstentions will behave the same effect as a vote AGAINST this proposal.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2024.

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REPORT OF THE AUDIT COMMITTEE

The audit committee is a committee of the board of directors comprised solely of independent directors as required by the NYSE listing standards and the rules and regulations of the SEC. The audit committee operates under a written charter adopted by the board of directors. This written charter is reviewed annually for changes, as appropriate. With respect to IonQ’s financial reporting process, IonQ’s management is responsible for (1) establishing and maintaining internal controls and (2) preparing IonQ’s consolidated financial statements. IonQ’s independent registered public accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of IonQ’s consolidated financial statements and internal controls over financial reporting and expressing an opinion on the conformity of IonQ’s consolidated financial statements with U.S. generally accepted accounting principles and on the effectiveness of IonQ’s internal controls over financial reporting. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare IonQ’s consolidated financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

Based on the review and discussions noted above, the audit committee recommended to the board of directors that the audited consolidated financial statements be included in IonQ’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC.

Respectfully submitted by the members of the audit committee of the board of directors:

Harry You (Chair)

Niccolo de Masi

Inder M. Singh

This audit committee report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any prior or subsequent filing by IonQ under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act, except to the extent IonQ specifically requests that the information be treated as “soliciting material” or specifically incorporates it by reference.

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EXECUTIVE OFFICERS

The following table sets forth certain information regardingabout our executive officers who are not members of our Board, their ages and position held with us as of the date of this proxy statement:April 15, 2024.

Peter Chapman. See Mr. Chapman’s biography above in the section titled “Board of Directors and Corporate Governance.”

Rima Alameddinehas served as our chief revenue officerChief Revenue Officer since December 2022. Previously, Ms. Alameddine served as the Vice President, Enterprise Sales, Healthcare, Life Science and Manufacturing, Americas, of NVIDIA Corporation, a publicly listedtraded company, from November 2018 to December 2022. From July 2016 to October 2018, Ms. Alameddine served as the Vice President, Enterprise Sales, East and Central United States, of NVIDIA. Prior to this, between September 1998 and July 2016, Ms. Alameddine served in various roles at Cisco Systems, Inc., a publicly listedtraded company, including Director, Enterprise Sales, New York from August 2012 to 2016 and Director, Enterprise Sales, Financial Services, from November 2010 to July 2012. Ms. Alameddine holds an M.S. in computer engineering and a B.S. in computer and communications engineering from Syracuse University and the American University of Beirut, respectively.

Laurie Babinski Thomas Kramerhas served as our general counsel and secretary since March 2022. From December 2019 to March 2022, Ms. Babinski served as deputy general counsel at Credit Karma, LLC, a multinational personal finance company, where she also served in various roles from August 2015 to December 2019, including as the lead of numerous legal functions such as product, marketing, regulatory, privacy, litigation, employment and government relations in the United States, Canada and the United Kingdom. Prior to that, Ms. Babinski worked at the law firm Baker Hostetler LLP practicing in the Media, Technology and Intellectual Property group. Ms. Babinski received a J.D. from Northwestern University Pritzker School of Law and holds a B.A. in Journalism and Spanish from Pepperdine University.

Thomas Kramer has served as our chief financial officerChief Financial Officer since the closing of the business combination in September 2021, and as our secretaryCorporate Secretary from September 2021 to March 2022.2022 and October 2023 to March 2024. Mr. Kramer served as legacy IonQ’s chief financial officer sinceChief Financial Officer from February 2021 to September 2021. From February 2017 to February 2021, Mr. Kramer served as managing directorManaging Director of Remarque Advisory. From November 2011 to October 2016, Mr. Kramer also served as chief financial officerChief Financial Officer of Opower, Inc., a cloud-based enterprise software company in the utilities space. From 2000 to 2011, Mr. Kramer served as chief financial officerChief Financial Officer of Cvent, Inc., a cloud-based enterprise software company in the event-management space. From 1998 to 2000, Mr. Kramer served as a consultant at the Boston Consulting Group. Mr. Kramer holds an M.B.A. from Harvard Business School and an M.S. in economics from the Norwegian School of Economics.

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Christopher Monroe COMPENSATION DISCUSSION AND ANALYSIShas

The compensation provided to those individuals who are our named executive officers for our fiscal year ended December 31, 2023 (our “Named Executive Officers” or “NEOs”) is set forth in detail in the fiscal 2023 Summary Compensation Table and the other tables that follow this Compensation Discussion and Analysis. The following discussion provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each component of compensation that we provide to our NEOs. In addition, we explain how and why the compensation committee of our board of directors arrived at the specific compensation policies and decisions for our NEOs. The following are the individuals who served as our chief scientist sinceNEOs for fiscal 2023:

Our board of directors has delegated to the closingcompensation committee authority and responsibility for establishing and overseeing salaries, incentive compensation programs, and other forms of compensation for our executive officers, general remuneration policies for the balance of our employee population, and for overseeing and administering our equity incentive and benefits plans.

The following compensation governance standards in our executive compensation policies and practices are currently in effect:

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Overview

Fiscal 2023 Business Highlights

Our executive compensation program is designed to align the compensation of our executives with our operating and financial performance to create value for our stockholders. Accordingly, you should consider our executive compensation decisions in the context of our financial and operational performance during fiscal 2023, including:

Fiscal 2023 Executive Compensation Highlights

As reflected in our general compensation philosophy and objectives, our executive compensation program is intended to reward performance, attract and retain key personnel, and increase stockholder value. Our fiscal 2023 executive compensation program was intended to reward performance against our financial and key business objectives and incentivize successful performance in these areas. Accordingly, our key executive compensation actions in fiscal 2023 advanced these objectives:

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Effect of Most Recent Stockholder Advisory Vote on Executive Compensation

At our 2024 Annual Meeting, for the first time, we will be conducting a non-binding stockholder advisory vote on the compensation of our NEOs (commonly known as a “Say-on-Pay Vote”) and a non-binding advisory vote on the frequency of future Say-on-Pay Votes (commonly known as a “Say-When-on-Pay Vote”). See Proposals No. 2 and 3 in this proxy statement.

We value the opinions of our stockholders. Our goal is to be responsive to our stockholders and ensure we understand and address their concerns and observations. Our compensation committee will consider the outcome of any future Say-on-Pay Vote, as well as feedback received throughout the year, when making compensation decisions for our NEOs.

Executive Compensation Philosophy and Objectives

We believe that a fundamental measure of our success will be the stockholder value we create as a direct result of our ability to bring quantum advantage to applications across a wide range of industries over the medium to long term.

Our ability to deliver on the promise of quantum computing largely depends on our ability to attract, retain, and motivate the most qualified and talented people to operate our Company. It also relies on our ability to execute with the highest velocity, accelerate our technical and financial roadmaps, and take advantage of our current capital position, putting every dollar to work in the most effective way.

Our executive compensation philosophy is founded on the following principles:

These are the guiding principles used in our executive compensation plan design.

Compensation Program Design

Our executive compensation program for fiscal 2023 reflected our stage of development as a growing publicly traded company. Accordingly, the compensation of our NEOs consisted of base salary, a short-term incentive compensation opportunity payable in a mix of cash and equity, long-term equity compensation, and certain employee health and welfare benefits.

We offer cash compensation in the form of base salaries and cash incentive compensation opportunities with an annual payment component. Typically, we have structured our annual cash incentive compensation opportunities to focus on the achievement of specific short-term financial and operational objectives that will further our longer-term growth objectives.

Additionally, equity awards for shares of our common stock serve as a key component of our executive compensation program. For 2023, we granted a mix of (i) performance-based restricted stock units (“PRSUs”) (which become eligible to vest only if the threshold performance is achieved) to our NEOs other than our President and Chief Executive Officer and (ii) restricted stock units (“RSUs”) (which provide certain value to recipients and limit dilution to our stockholders) to our NEOs other than our President and Chief Executive Officer and our Chief

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Revenue Officer. In the future, we may introduce other forms of equity awards, as we deem appropriate, into our executive compensation program to offer our NEOs additional types of long-term incentive compensation that further the objective of aligning the recipient’s interests with those of our stockholders.

Finally, we offer executives standard health and welfare benefits that are available to our other employees, including medical, dental, vision, flexible spending accounts, life insurance and 401(k) plans.

We have not adopted any formal policies or guidelines for allocating compensation between current and long-term compensation or between cash and non-cash compensation, although we use competitive market data and peer group comparisons to understand the competitive market framework for pay mix. Within this overall framework, our compensation committee reviews each component of executive compensation separately, and also takes into consideration the value of each NEO’s compensation package as a whole and its relative value in comparison to our other NEOs.

Our compensation committee evaluates our compensation philosophy and executive compensation program as circumstances require, and reviews executive compensation at least annually. As part of this review, we expect that our compensation committee will apply our philosophy and the objectives outlined above, together with consideration for the levels of compensation that we would be willing to pay to ensure that our executive compensation remains competitive and that we meet our retention objectives, as well as the cost to us if we were required to find a replacement for a key executive officer.

Compensation-Setting Process

Role of Our Compensation Committee

Compensation decisions for our executives are made by our compensation committee. Currently, our compensation committee is responsible for reviewing, evaluating and approving the compensation arrangements, plans, policies, and practices for our NEOs and overseeing and administering our cash-based and equity-based compensation plans.

For fiscal 2023, our compensation committee, after consulting with our management team and its compensation consultant, established our corporate performance objectives and made decisions with respect to any base salary adjustment, and approved the corporate performance objectives and target annual cash incentive compensation opportunities and equity awards for our executive officers, including our NEOs, for the upcoming fiscal year.

Our compensation committee reviews our executive compensation program from time to time, including any incentive compensation plans, to determine whether they are appropriate, properly coordinated, and achieve their intended purposes, and to make any modifications to existing plans and arrangements or to adopt new plans or arrangements.

Role of Management

In carrying out its responsibilities, our compensation committee works with members of our management team, including our President and Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, and Chief People Officer. Typically, our management team (together with our compensation consultant) assists our compensation committee in the execution of its responsibilities by providing information on corporate and individual performance, market data, and management’s perspective and recommendations on compensation matters.

Except with respect to his own compensation, our President and Chief Executive Officer will make recommendations to our compensation committee regarding compensation matters, including the compensation of our executive officers. Our President and Chief Executive Officer also participates in meetings of our compensation committee, except with respect to discussions involving his own compensation in which case he leaves the meeting.

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While our compensation committee solicits the recommendations and proposals of our President and Chief Executive Officer with respect to compensation-related matters, these recommendations and proposals are only one factor in our compensation committee’s decision-making process.

Role of Compensation Consultant

Our compensation committee is authorized to retain the services of one or more executive compensation advisors from time to time, as it sees fit, in connection with carrying out its duties.

To assist us in executing our executive compensation strategy and guiding principles, assessing current executive total compensation levels against competitive market practices, developing a compensation peer group and advising on potential executive compensation decisions for fiscal 2023, our compensation committee engaged Compensia, a national compensation consulting firm, from April, 2022, to May, 2023, and Meridian Compensation Partners, a national compensation consulting firm (“Meridian”), from May, 2023, to the present. Our compensation committee provided Compensia and Meridian with instructions regarding the goals of our executive compensation program and the parameters of the competitive review of executive officer compensation packages that it was to conduct. In particular, the compensation committee instructed Compensia and Meridian to analyze whether the compensation packages of our executive officers were consistent with our compensation philosophy and competitive relative to market comparables. The compensation committee further instructed Compensia and Meridian to evaluate the following components to assist the compensation committee in establishing fiscal 2023 compensation: base salary; target and actual annual incentive compensation; target and actual total cash compensation (base salary and annual incentive compensation); long-term incentive compensation (equity awards); target and actual total direct compensation (base salary, annual incentive compensation and long-term incentive compensation); and beneficial ownership of our common stock.

Neither Compensia nor Meridian provides any services to us other than the services provided to our compensation committee. Our compensation committee has assessed the independence of Compensia and Meridian, taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the NYSE listing standards, and has concluded that no conflict of interest exists with respect to the work that Compensia performed, and that Meridian performed and performs, for our compensation committee.

Use of Competitive Data

To assess the competitiveness of our executive compensation program and to assist in setting compensation levels, Compensia and Meridian analyzed market data for the compensation peer group approved by our compensation committee.

Competitive Positioning

In fiscal 2023, our compensation committee continued to compare and analyze our executive compensation program with that of a formal compensation peer group of companies.

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With respect to fiscal 2023 executive compensation decisions, our compensation committee used a peer group approved in fiscal 2022 that considered the following criteria: (i) U.S.-based, publicly-traded, technology companies, with a focus on U.S.-based hardware, software, semiconductor, and IT services companies; (ii) companies with revenues under $200 million; (iii) companies with a market capitalization generally between $600 million and $6 billion, based on IonQ’s average market valuation of approximately $2.5 billion; and (iv) companies with positive revenue growth, with a preference for companies at or above 10% annual revenue growth. As a result, the following group was our executive compensation peer group for fiscal 2023 compensatory decisions:

Executive Compensation Peer Group for Fiscal 2023

We positioned, generally, with companies with revenue below $200 million and with market capitalization between $600 million and $6 billion.

Additionally, for fiscal 2023, Compensia provided our compensation committee with an analysis of market data from the Radford Compensation Database reflecting public technology companies with annual revenues between $50 million and $500 million.

However, our compensation committee does not benchmark with respect to any particular element of compensation.

Executive Compensation Program Components

The following describes each component of our executive compensation program, the rationale for each, and how the compensation amounts and awards were determined for fiscal 2023.

Base Salary

Base salary is the primary fixed component of our executive compensation program. We use base salary to compensate our NEOs for services rendered during the fiscal year and to ensure that we remain competitive in attracting and retaining executive talent.

Our compensation committee reviews the base salaries of each NEO at least annually and makes adjustments as it determines to be reasonable and necessary to reflect the scope of a NEO’s performance, contributions, responsibilities, experience, prior salary level, position (in the case of a promotion), and market conditions. We typically establish the initial base salary of a NEO through arm’s-length negotiation at the time, after taking into consideration his or her position, qualifications, experience, salary expectations, and the base salaries of our other executives. Our compensation committee considered compensation earned by Drs. Kim and Monroe in connection with their employment duties at Duke University.

For fiscal 2023, our compensation committee determined to implement increases to the base salaries of Mr. Chapman, Mr. Kramer, and Dr. Kim to ensure the competitiveness of our compensation program, which generally results in our base salaries falling in the market median based on the Radford Compensation Database. The compensation committee determined that no base salary increase was needed for Ms. Alameddine, as her base salary had recently been negotiated and was in line with market practices, nor Dr. Monroe, as the compensation committee determined that his salary level was appropriate for 2023 when considered together with compensation from Duke University.

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Our NEOs’ base salaries for fiscal 2023 were as follows:

In fiscal 2023, our NEOs were eligible to earn the following bonus amounts:

role and responsibility of the individual executive, competitive factors, the expectations concerning the size of the equity award, the cash compensation to be received by the executive, and the need to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value.

In addition, we grant equity awards to our executives when our compensation committee determines that such awards are necessary or appropriate to recognize corporate and individual performance, in recognition of a promotion, or to achieve our retention objectives. To date, we have not applied a rigid formula in determining the size of these equity awards. Instead, our compensation committee has determined the size of such equity awards for an individual executive after taking into consideration market data compiled from our compensation peer group, a compensation analysis performed by AON, the equity award recommendations of our President and Chief Executive Officer, the scope of an executive’s performance, contributions, responsibilities, and experience, and the amount of equity compensation held by the executive, including the current economic value of his or her outstanding unvested equity awards and the ability of this equity to satisfy our retention objectives, market conditions, and internal equity considerations. In making its chief scientist sinceaward decisions, our compensation committee has exercised its judgment and discretion to set the size of each award at a level it considered appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value. Equity awards to our NEOs typically have four year vesting periods.

For fiscal 2023, in August 2023 our compensation committee provided equity compensation to our NEOs in a mix of RSUs, and special four-year front-loaded performance PSUs other than our President and Chief Executive Officer. The compensation committee recommended PSU and RSU awards for Mr. Chapman, however, Mr. Chapman requested that the awards not be granted. Given Mr. Chapman’s existing equity position, Mr. Chapman asked that new awards that would otherwise have been allocated to him be reserved for distribution to existing employees and new hires to increase the size of those awards to help recruitment and retention efforts to attract top-level talent to the Company.

The PSU awards were designed following detailed and extensive analysis conducted by the compensation committee’s independent compensation consultant under the compensation committee’s direction. The PSUs are subject to both time- and performance-based vesting requirements and are designed to:

For 2023, each PSU award represents two-thirds of the annual target long-term incentive (“LTI”) opportunity and the RSU award represents one-third of the annual target LTI opportunity. The PSU awards were structured as a partial four-year front load (i.e., the PSUs granted are intended to cover planned performance-based equity award grants for 2023 through 2026 (the “PSU Performance Period”)). Accordingly, the participants will only be eligible to receive annual time-based RSU awards equal to one-third of the annual target LTI opportunity for each year during the PSU Performance Period.

The PSUs provide the opportunity for participants to receive shares of Company common stock based on performance aggregated over the PSU Performance Period with respect to certain technical and financial goals, each of which represent 50% of the target PSU opportunity, and a stock price hurdle requirement. In the event our 60-trading day average closing price per share of the common stock does not equal or exceed a pre-defined share price at the end of the PSU Performance Period, the maximum PSU opportunity shall be limited to target (100%) performance. Achievement could range from 0% to 300% of the target number of PSUs offered to the participant. Each PSU granted represents the right to receive one share of common stock based on target performance, but the ultimate number of shares of common stock earned with respect to a participant’s PSUs will be determined as of the completion of the PSU Performance Period. The PSU Performance Period will end on December 31, 2026, unless the maximum performance goals are achieved during the first three years of the PSU Performance Period which would accelerate the PSU Performance Period end date to December 31, 2025. There will be no other progress performance vesting during the PSU Performance Period.

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Pursuant to the PSU award agreement and the 2021 Equity Incentive Plan (the “2021 Plan”), the PSUs will continue to be outstanding and may vest for so long as the recipient is in Continuous Service as an employee of the Company (and any successor) or an Affiliate generally through completion of the PSU Performance Period. The following provisions further apply to the PSUs in the circumstances described below:

Our compensation committee determined that the equity grants, including the unvested outstanding equity incentives held by our President and Chief Executive Officer and Chief Revenue Officer, provided appropriate incentives to retain and motivate our NEOs and help to achieve success in our business, and that this mix would best incentivize our NEOs to drive stockholder value creation, while also satisfying the need to deliver certain value to our NEOs.

In determining the size of awards to our NEOs, our compensation committee considered market compensation data from our peer group, the unvested equity held by each of these NEOs and the NEO’s expected future contributions to the Company and towards growing stockholder value. The awards granted to our NEOs are set forth in the table below:

Welfare and Other Employee Benefits

Our NEOs are eligible to participate in our employee benefit plans, including medical, dental, vision, disability and life insurance plans, in each case on the same basis as all of our other full-time employees. Part-time employees are not eligible to participate in our employee benefit plans.

Our NEOs are eligible to participate in a defined contribution retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation on a pre-tax or after-tax (Roth) basis, up to the statutorily prescribed annual limits on contributions under the Internal Revenue Code of 1986, as amended (the “Code”). Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. We currently make matching contributions into the 401(k) plan on behalf of participants equal to 100% of participant contributions up to 5% of their compensation, subject to the IRS maximum. Participants are always vested in their contributions to the plan. Participants vest in their Company matching and nonelective contributions under a two-year graded vesting schedule. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan (except for Roth contributions) and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Perquisites and Other Personal Benefits

We generally do not provide perquisites or personal benefits to our NEOs, except in limited circumstances.

Executive Officer Employment Arrangements

Employment Arrangements

Each of our NEOs is an at-will employee with certain rights to advance notice prior to termination as provided under the Change in Control Severance Plan. Each NEO is eligible to participate in the Change in Control Severance Plan under the terms and conditions of such plan. See the section below titled “—Change in Control Severance Plan” for additional information.

Peter Chapman

In September 2016. From2021, we entered into an amended and restated offer letter agreement with Mr. Chapman which governs the current terms of his employment as our President and Chief Executive Officer. Mr. Chapman’s annual base salary for fiscal 2023 was $505,000, effective April 1, 2023, increased from $410,000. Mr. Chapman is eligible to participate in any bonus plan that may be established for executive officers and is also eligible for reimbursement of business expenses and to participate in our standard employee benefit plans and programs.

Thomas Kramer

In September 2021, we entered into an amended and restated offer letter agreement with Mr. Kramer which governs the current terms of his employment as our Chief Financial Officer. Mr. Kramer’s annual base salary for fiscal 2023 was $400,000, effective April 1, 2023, increased from $288,000. Mr. Kramer is eligible to participate in any bonus plan that may be established for executive officers and is also eligible for reimbursement of business expenses and to participate in our standard employee benefit plans and programs.

Rima Alameddine

In December 2022, we entered into an offer letter agreement with Ms. Alameddine that established an employment relationship and governs the current terms of her employment as our Chief Revenue Officer.

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Ms. Alameddine’s annual base salary for fiscal 2023 was $400,000. Ms. Alameddine is eligible to participate in any bonus plan that may be established for executive officers and is also eligible for reimbursement of business expenses and to participate in our standard employee benefit plans and programs.

Jungsang Kim

In September 2021, we entered into an amended and restated offer letter agreement with Dr. Kim that established an employment relationship and governed the terms of his employment as our Chief Technology Officer. Dr. Kim’s annual base salary for fiscal 2023 was $364,000, effective April 1, 2023, increased from $350,000. Dr. Kim voluntarily resigned as our Chief Technology Officer effective March 31, 2024, and received no severance. In connection with his resignation, his PSU award granted in August 2018 until May 2019,2023 was forfeited entirely.

Christopher Monroe

In September 2021, we entered into an amended and restated offer letter agreement with Dr. Monroe servedthat established an employment relationship and governed the terms of his employment as IonQ’s chief executive officer.our Chief Scientist. Dr. Monroe’s annual base salary for fiscal 2023 was $200,000. Dr. Monroe has servedvoluntarily resigned as our Chief Scientist effective November 1, 2023, and received no severance. In connection with his resignation, all of his unvested equity awards were forfeited entirely.

Change in Control Severance Plan

Each of our executive officers, including the NEOs, (in the case of Dr. Kim, prior to his resignation) is eligible to receive severance benefits under the terms of the IonQ, Inc. Change in Control Severance Plan. The Change in Control Severance Plan provides for severance benefits upon a “covered termination” that occurs outside of or during a “change in control period” (each as described below).

Upon a covered termination that occurs outside of the period beginning on the effective date of a change in control (as defined in our 2021 Plan and ending on the first anniversary thereof (the “change in control period”), each participant will be entitled to (1) a payment equal to the participant’s base salary for a period of months (12 months for Mr. Chapman; 6 months for Mr. Kramer, and Ms. Alameddine) less applicable tax withholdings to be paid in equal installments on our regular payroll schedule or in a lump sum, as we determine, and in compliance with Section 409A of the Code, and (2) payment of continued group health benefits for a period of time matching the applicable severance term.

Upon a covered termination that occurs during a change in control period, participants will be entitled to (1) a payment equal to the participant’s base salary for a period of months (12 months for Mr. Chapman, Mr. Kramer, and Ms. Alameddine) less applicable tax withholdings to be paid in equal installments on the Company’s regular payroll schedule or in a lump sum, as we determine, and in compliance with Section 409A of the Code; (2) a payment equal to a multiple of the participant’s target annual bonus (100% for Mr. Chapman, Mr. Kramer, and Ms. Alameddine) less applicable tax withholdings to be paid in equal installments on our regular payroll schedule or in a lump sum, as we determine, and in compliance with Section 409A of the Code; (3) payment of continued group health benefits; and (4) full accelerated vesting of all outstanding equity awards subject to time-based vesting.

All severance benefits under the Change in Control Severance Plan are subject to certain rights to advance notice prior to termination and the participant’s execution of an effective release of claims in favor of us and compliance with the terms of any confidential information, proprietary information and inventions agreement and any other agreement between the participant and IonQ. For purposes of the Change in Control Severance Plan, a “covered termination” is a termination of employment by IonQ without “cause,” as defined in the Change in Control Severance Plan, or as a Professorresult of Electrical Computer Engineering and Physics at Duke University since January 2021. Dr. Monroe held various positions at the University of Maryland, including from January 2021 to presentparticipant’s resignation for “good reason,” as defined in the Change in Control Severance Plan, in either case, not as a College Park Professor,result of death or disability.

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Incentive Compensation Recoupment Policy

The IonQ, Inc. Incentive Compensation Recoupment Policy is our comprehensive policy on recoupment of compensation. This policy covers all individuals who are or were ever designated as an “officer” by the board of directors in accordance with Exchange Act Rule 16a-1(f). Under this policy, in the event of a financial restatement (whether or not this involves misconduct on the part of the covered individual) or a recalculation of a financial metric affecting an award, we have the right to recover from 2015any covered individual annual incentive payments and gains realized from vested long-term incentive awards. The full text of our Incentive Compensation Recoupment Policy may be obtained by accessing our filings on the SEC’s website at www.sec.gov.

Accounting and Tax Considerations

Prior to December 2020January 1, 2018, Internal Revenue Code Section 162(m) limited the amount that we could deduct for compensation paid to our President and Chief Executive Officer and certain other highly compensated officers to $1,000,000 per person, unless the compensation was “performance-based” as defined under Section 162(m). As a Distinguished University Professorresult of Physics, from September 2018the 2017 Tax Cuts and Jobs Act, the number of individuals covered by Section 162(m) has been expanded to December 2020 as a Professor of Electrical and Computer Engineering, and from September 2007 to December 2020 as a Bice Zorn Professor of Physics. From 2014 to December 2020, Dr. Monroe was a Fellow at the Center for Quantum Information and Computer Science and from 2007 to December 2020, Dr. Monroe was a Fellow at the Joint Quantum Institute. Dr. Monroe also held various academic and research positions at the University of Michigan, Ann Arbor, University of Colorado, Boulder,include our principal financial officer and the National Instituteexception for “performance-based” compensation has been eliminated. While our compensation committee cannot predict how the deductibility limit may impact our compensation program in future years, our compensation committee intends to maintain an approach to executive compensation that is intended principally to link pay to performance.

Section 409A of Standardsthe Code imposes additional significant taxes in the event that an executive officer, director, or other service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A. Although we do not maintain traditional nonqualified deferred compensation plans, Section 409A does apply to certain change in control severance arrangements. Consequently, to assist in avoiding additional tax under Section 409A, we have designed the change in control and Technology. Dr. Monroe servesseverance arrangements described above in a manner to avoid the application of Section 409A.

Report of the Compensation Committee

The compensation committee oversees our compensation policies, plans, and benefit programs. The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on advisory boards at several academic institutions, includingsuch review and discussions, the Max Planck Institutecompensation committee has recommended to the board of Quantum Opticsdirectors that the Compensation Discussion and Analysis be included in this proxy statement.

The Compensation Committee

Kathy Chou (Chair)

Craig Barratt

Harry You

This Report of the Center for Quantum Technology, National Universitycompensation committee does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other filing by us under the Securities Act of Singapore. Dr. Monroe received an S.B. in physics from Massachusetts Institute1933, as amended, or the Securities Exchange Act of Technology and a Ph.D. in physics from1934, as amended, except to the Universityextent we specifically incorporate the Report of Colorado, Boulder.the compensation committee by reference therein.

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EXECUTIVE COMPENSATION

Summary Compensation TableChange in Control Severance Plan

The following table sets forth information for each of the last two completed fiscal years regarding compensation awarded to or earned by our Chief Executive Officer, and the two other most highly compensated executive officers (the “named executive officers”) during the fiscal years indicated: