Niccolo de Masi
About Niccolo de Masi
- President & Chief Executive Officer of IonQ since February 26, 2025; director since September 2021; age 44; based in Austin, TX .
- Education: B.A. and MSci in Physics, Cambridge University .
- Background: Former CEO of dMY Technology Group III (the SPAC that took IonQ public) and board roles at multiple public tech companies .
- Company performance context: FY2024 revenue grew 95% YoY to $43.1M; FY2024 bookings were $95.6M; FY2024 net loss was $331.6M; cash and investments were $363.8M at 12/31/2024 .
- Pay-versus-performance (company-wide): IonQ’s TSR index (fixed $100 initial investment) rose to 454.02 by 2024; revenue reached $43,073K in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| dMY Technology Group, Inc. III | CEO and Director | 2020–2021 | Led SPAC that combined with IonQ; public listing platform . |
| Resideo Technologies, Inc. | Chief Innovation Officer; President of Products & Solutions; Director | 2018–2020 | Product leadership and board governance at a public security solutions company . |
| Essential Products, Inc. | President | 2016–2018 | Consumer hardware operating leadership . |
| Glu Mobile Inc. | Director | 2010–2021 | Long-term board oversight for public mobile gaming firm . |
External Roles
| Organization | Role | Committee/Notes | Years |
|---|---|---|---|
| Planet Labs PBC | Director | Public company board | 2021–present . |
| Genius Sports Limited | Director & Audit Committee Member | Public company; audit committee | 2021–present . |
| Rush Street Interactive, Inc. | Director | Public online gaming | 2020–present . |
| dMY Technology Group, Inc. VI | Director | Public company | 2021–present . |
| dMY Squared Technology Group, Inc. | Director | Public company; service through Feb 2025 | 2022–Feb 2025 . |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $500,000 annually (CEO Offer Letter, effective Feb 26, 2025) . |
| Annual Bonus Target | 100% of base salary; 2025 bonus not less than prorated target from start date (pro rata floor) . |
| Benefits & Perquisites | Standard senior executive benefits; reimbursement of up to $50,000 in legal fees for offer/equity documentation . |
Performance Compensation
- Structure (front-loaded equity on Feb 26, 2025):
- PSUs with “target value” $27,000,000; eligible to vest 0–200% based on performance over 1/1/2025–12/31/2027; vesting certified within 60 days post-period .
- RSUs with “make-whole” value $20,000,000; cliff vest on second anniversary of start date (Feb 26, 2027); subject to reduction if forfeitures at prior employer are less than $20M .
| Instrument | Grant/Value | Performance Metrics & Weighting | Vesting/Timing | Payout Range | Key Acceleration Terms |
|---|---|---|---|---|---|
| PSUs | Target $27M (shares = value/close on grant date) | Two metrics: (i) 10% weight on a FY2025–FY2026 [] metric; (ii) 90% weight on a FY2027 [] metric ($ targets); linear interpolation; 0% below threshold . | Performance period 1/1/2025–12/31/2027; certification ≤60 days after period . | 0%–200% of target . | If terminated without cause/good reason (or death/disability) pre-certification: PSUs determined at target (if in first fiscal year) or projected achievement thereafter; pro-rated service (no proration for death/disability); special CIC protections ensure at least target and no service proration in CIC window . |
| RSUs | $20M (shares = value/close on grant date) | Service-based; not performance-tied . | 100% vests on Feb 26, 2027 . | N/A | Full acceleration upon termination without cause/good reason (or death/disability); in CIC window, accelerated at least at target terms consistent with plan and award agreements . |
Note: Award share counts are determined by dividing stated dollar value by the closing price on Feb 26, 2025; the company did not disclose the resulting unit totals .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/31/2025) | 2,682,380 shares, or 1.1% of outstanding; includes 2,597,500 shares held by Isalea Investments LP, 29,650 directly, and 55,230 options exercisable within 60 days . |
| Vested/Unvested | At 12/31/2024, as non-employee director: 55,230 options outstanding; 23,391 stock awards outstanding . CEO equity (PSUs/RSUs) granted 2/26/2025; vesting as above . |
| Ownership Guidelines | CEO required to hold stock ≥5x base salary; 5-year window to comply; unvested RSUs count; net after-tax shares must be held if below guideline . |
| Hedging/Pledging | Company policy prohibits hedging, short selling, margin purchases, derivatives, and pledging of shares . |
| Clawback | Dodd-Frank-compliant recoupment policy applies to all “officers”; recovery of annual incentive payments and gains from vested LTI upon restatement/recalculation . |
Implication: The two-year cliff RSU ($20M) and 3-year PSUs concentrate vesting around 2027–2028, creating potential supply overhang, though the company’s no-hedge/no-pledge policy limits leverage-driven selling .
Employment Terms
| Provision | Terms |
|---|---|
| Start Date & Role | CEO effective Feb 26, 2025; remains a director . |
| Governing Law/Arbitration | Texas law; binding arbitration in Austin, Texas . |
| Outside Activities | May serve on pre-approved outside boards/activities (Exhibit E), subject to fiduciary and policy compliance . |
| Severance (Executive Severance Plan) | If terminated by company without cause or resigns for good reason, either before a CIC or within the CIC window: cash equal to 1.5x (base + target bonus) over 18 months; prorated target bonus for year of termination; 18 months COBRA; equity acceleration per award terms (RSUs fully; PSUs projected at least target and no proration within CIC window) . |
| Non-Compete/Non-Solicit | Required to sign CIIA with confidentiality, non-competition, and non-solicitation covenants . |
Board Governance (including dual-role implications)
- Board composition and leadership: Inder M. Singh is Lead Independent Director; Peter Chapman is Executive Chair; Niccolo de Masi serves as CEO and director and is not independent under NYSE standards .
- Committee memberships: Upon appointment as CEO, de Masi resigned from all board committees (including Audit and Nominating & Governance) .
- Independence framework: Audit, Compensation, and Nominating & Governance committees composed solely of independent directors; Singh chairs Audit; Chou chairs Compensation; Toledano chairs Nominating & Governance .
- Attendance: All directors met ≥75% attendance in 2024 board and committee meetings .
Governance implication: While IonQ has an executive Chair and non-independent CEO on the board, the presence of a Lead Independent Director and fully independent key committees provide oversight and mitigate combined-role risks .
Director Compensation (while de Masi was a non-employee director in 2024)
| Component | Amount |
|---|---|
| Cash Fees (2024) | $50,245 . |
| Stock Awards (2024) | $183,152 (grant-date fair value) . |
| Total (2024) | $233,397 . |
| Outstanding as of 12/31/2024 | Options: 55,230; Stock awards: 23,391 . |
| Director Compensation Policy (selected) | Base retainer $50,000; Committee chair retainers: Audit $20,000; Compensation $15,000; Nominating $10,000; Lead Independent Director retainer $70,000; annual RSU grant sized by 22-day average price . |
Compensation Structure Analysis
- Strong equity-at-risk tilt: CEO package is heavily equity-based and front-loaded (PSUs $27M; RSUs $20M), aligning with long-term outcomes but concentrating vesting in 2027–2028 .
- Performance rigor: PSU design uses two metrics with 10% (FY2025–26 []) and 90% (FY2027 [], $-denominated) weights and 0–200% payout range; certification within 60 days post-period supports accountability .
- Retention features: Two-year cliff RSU and severance/acceleration terms (particularly “no less than target” PSU in CIC window) reduce near-term departure risk but increase potential cost under change-in-control .
- Governance mitigants: Dodd-Frank clawback, ownership guidelines (5x salary), and anti-hedging/pledging policies promote alignment and reduce risk-taking .
Risk Indicators & Red Flags
- Front-loaded mega-grants: Large 2025 awards could be perceived as dilution risk and may concentrate selling around vest dates; however, the company disclosed robust recoupment and anti-pledging rules .
- CIC Economics: PSUs at least target and no proration in CIC window plus RSU acceleration increase potential golden-parachute optics, though there are no excise tax gross-ups disclosed for the CEO package; company-wide policy states no golden parachute excise tax gross-ups .
- Say-on-pay signal: 95% approval in 2024 suggests shareholder support for the compensation program architecture entering 2025 .
Equity Ownership & Related Party/Conflicts Checks
- Related party transactions: Company disclosed no Item 404(a) related-party transactions for de Masi in the 8-K appointment .
- Beneficial ownership and structure: Holds 2,682,380 shares (1.1%); includes 2,597,500 via Isalea Investments LP where he has voting/investment discretion .
Performance & Track Record (selected)
- FY2024 operational and financial highlights: revenue $43.1M (+95% YoY), bookings $95.6M; Q4’24 revenue $11.7M; FY2024 net loss $331.6M; cash and investments $363.8M at year-end .
- Strategic moves: Announced agreement to acquire controlling stake in ID Quantique (up to ~5.2M shares), adding ~300 networking patents and enabling quantum networking expansion; also acquired substantially all assets of Qubitekk .
Compensation Committee & Peer Group Context
- Compensation Committee: Independent members; chaired by Kathryn Chou; uses independent consultant (Meridian) .
- Peer groups: Updated in Feb 2024 to development-stage tech companies <$1B revenue and $100M–$10B market cap; committee does not rigidly benchmark to a percentile .
Employment & Contracts Summary
| Topic | Key Terms |
|---|---|
| Offer Letter Date | Feb 26, 2025 . |
| Non-Compete/Non-Solicit | In CIIA executed with offer . |
| Severance Window (CIC) | From 3 months prior to 12 months after CIC . |
| Arbitration | Binding AAA employment arbitration in Austin, TX . |
Investment Implications
- Alignment: Heavy performance-based equity (PSUs up to 200%) plus ownership guidelines and clawback align CEO incentives with revenue/scale milestones; anti-hedging/pledging enhances alignment durability .
- Retention risk: The two-year RSU cliff ($20M) and robust severance/acceleration provisions materially reduce near-term departure risk; the PSU design back-weights value to FY2027 outcomes .
- Overhang/flow: Concentrated vesting (2027–2028) may create supply overhang; however, actual sell pressure depends on performance vesting and trading policies .
- Governance: Dual executive roles (CEO plus non-independent chair held by another executive) are mitigated by a Lead Independent Director and independent key committees; strong 2024 say-on-pay support lowers near-term governance friction .