Kathryn Chou
Director at IONQ
Board
About Kathryn Chou
Independent director of IonQ (Class II), age 61, serving since July 2022 with current term expiring at the 2026 annual meeting . Senior Vice President, SaaS Engineering at Nutanix since January 2022; previously held senior roles at VMware across R&D Ops, Customer Success Ops & Intelligence, and Worldwide Sales Strategy & Operations from 2016–2021 . Education: MBA (Harvard Business School), MS in Manufacturing Systems Engineering and BS in Mechanical Engineering (Stanford) . Determined independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VMware, Inc. | SVP, Worldwide Sales Strategy & Operations | Jun 2020 – Sep 2021 | Leadership across sales strategy/ops; relevant to go-to-market oversight |
| VMware, Inc. | VP, Customer Success Operations & Intelligence | Mar 2020 – Jun 2020 | Customer success analytics/process; informs operational rigor |
| VMware, Inc. | VP, R&D Operations & Central Services | Sep 2016 – Mar 2020 | R&D ops and central services; process discipline in engineering |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nutanix, Inc. | SVP, SaaS Engineering | Jan 2022 – Present | Builds secure, scalable SaaS apps/systems across customer lifecycle |
| Various non-profits | Volunteer/service roles | Not specified | Participation noted; no specifics disclosed |
Board Governance
- Independence: Board classified majority independent; Ms. Chou is independent .
- Committees: Compensation Committee member and Chair; current members: Chou (Chair), Scannell . Expected Audit Committee member after 2025 annual meeting; audit members expected: Singh (Chair), Toledano, Chou .
- Nominating & Corporate Governance Committee: Not listed as member; current: Singh, Thomas, Toledano (Chair) shifting to Singh, Toledano post-meeting .
- Attendance/Engagement: Board held nine meetings in 2024; each director attended at least 75% of aggregate board and committee meetings for their service period and all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive sessions periodically; led by Lead Independent Director (Inder M. Singh) .
- Board composition context: Eight directors as of record date; two non-independent (CEO de Masi; Executive Chair Chapman). Lead Independent Director is Inder M. Singh .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash (2024) | $46,438 | Director cash compensation for 2024 as reported |
| Base Cash Retainer (policy as of Oct 22, 2024) | $50,000 | Non-employee director annual base retainer; lead independent director $70,000; non-executive chair $70,000 |
| Committee Chair Retainers (policy) | $15,000 (Comp), $20,000 (Audit), $10,000 (Nominating) | Annual retainers for chairs |
| Committee Member Retainers (policy) | $6,000 (Comp), $8,000 (Audit), $4,000 (Nominating) | Annual retainers (non-chair) |
- Policy changes: Prior to Oct 22, 2024, base retainer was $30,000; comp chair $12,000; nominating chair $8,000; lead independent director $45,000. Adjusted upward in Oct 2024; other director service cash amounts unchanged .
Performance Compensation
| Equity Grant Type | Value/Frequency | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (policy) | $220,000 fair value (post-2025); $200,000 granted after 2024 annual meeting | Vests in full by next annual meeting or 1-year from grant | RSU sizing uses 22-day average price; change-in-control accelerates unvested director equity |
| Ms. Chou – Stock Awards (2024) | $183,152 | As reported for 2024 | No 2024 options reported for her; two new directors received mixed RSU/option initial grants in Feb 2024 |
- Election to receive equity in lieu of cash: Directors may elect fully vested RSUs in lieu of cash fees, issued quarterly; number computed using quarter-end closing price .
- Change-in-control provisions: Unvested director equity fully vests immediately prior to change-in-control .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ms. Chou |
| Committee interlocks | Compensation Committee members (incl. Ms. Chou) not current/former officers of IonQ; no interlocking directorships with executive officers reported for 2024 |
Expertise & Qualifications
- Technical/operational expertise: SaaS engineering leadership; R&D operations; sales strategy; customer success operations .
- Education: MBA (Harvard), MS Manufacturing Systems Engineering (Stanford), BS Mechanical Engineering (Stanford) .
- Governance experience: Compensation chair role indicates pay oversight and independence; expected audit committee service adds financial oversight breadth (audit committee requires financial literacy; Singh designated audit committee financial expert) .
Equity Ownership
| Category | Amount | Composition/Notes |
|---|---|---|
| Total beneficial ownership | 94,303 shares | 57,460 options exercisable within 60 days + 36,843 shares held directly |
| Ownership % of outstanding | <1% | Asterisk denotes less than 1% per table |
| Options – outstanding at 12/31/2024 | 78,760 | Options outstanding; exercisable subset noted above |
| Stock awards – outstanding at 12/31/2024 | 36,968 | RSUs/stock awards outstanding |
| Pledging/hedging | Prohibited | Insider trading policy prohibits hedging, derivative trading, short selling, margin, pledging |
| Director stock ownership guideline | ≥5x annual cash retainer | To be achieved within five years (from Oct 22, 2024 or election date) |
Governance Assessment
- Board effectiveness: Ms. Chou chairs the Compensation Committee and is slated to add Audit Committee service—positive for independent oversight of pay structures and financial risk; committee activity levels were robust in 2024 (Audit 13 meetings; Compensation 8; Nominating 9) . Attendance thresholds met (≥75%) and annual meeting attendance achieved by all directors .
- Alignment and incentives: Director pay mix emphasizes equity via annual RSUs with service-based vesting; directors can convert cash fees to equity; director ownership guideline (5x cash retainer) promotes long-term alignment; anti-hedging/pledging policy reduces misalignment risk .
- Conflicts and related-party exposure: No related-person transactions disclosed involving Ms. Chou; committee interlocks/insider participation controls in place; independence affirmed by the board .
- Red flags: None disclosed specific to Ms. Chou. No pledging allowed; no attendance shortfalls identified; no director-related party transactions reported for 2024. Change-in-control acceleration for director equity exists, which is common but should be monitored for potential misalignment in takeover scenarios .