Paul Dacier
About Paul Dacier
Chief Legal Officer and Corporate Secretary at IonQ since July 14, 2025, with 35+ years’ legal and board experience including Partner at Quinn Emanuel, EVP & General Counsel at EMC, and GC at Indigo Agriculture . Education: B.A. (History) and J.D., Marquette University . Company performance context: 2024 revenue $43.1m and bookings $95.6m ; IonQ’s “value of $100” TSR metric stood at 454.02 for 2024 in Pay vs Performance ; Q3’25 revenue was $39.9m reflecting acquisitions and hardware progress .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quinn Emanuel Urquhart & Sullivan | Partner | 2024–Jul 2025 | Corporate governance litigation and crisis strategy counsel to C‑suites and boards . |
| Indigo Agriculture | Executive Vice President & General Counsel | Until Dec 2023 | Built legal function for growth-stage agtech company . |
| EMC Corporation | Executive Vice President & General Counsel | 1990–2016 | Oversaw global legal affairs while EMC scaled to $24.7B revenue and 68k employees; led M&A including VMware . |
External Roles
| Organization | Capacity | Committee/Role | Notes |
|---|---|---|---|
| AerCap Holdings N.V. (NYSE:AER) | Non‑Executive Chairman | Board Chair | Director since 2010; current Non‑Executive Chairman . |
| Progress Software (NASDAQ:PRGS) | Director | Chair, Nominating & Corporate Governance | Current board member and committee chair . |
Fixed Compensation
| Item | Terms |
|---|---|
| Base Salary (annual) | $550,000 (may increase, not decrease except broad-based up to 15%) . |
| Target Bonus % (annual) | 75% of base salary; performance-based and tied to executive team/company goals; prorated for 2025 start date . |
Performance Compensation
| Incentive Type | Metric Framework | Target/Range | Performance Period | Vesting/Other Terms |
|---|---|---|---|---|
| Annual Cash Bonus (2025) | Executive team/company goals set by Board/Comp Committee | 75% of base (target) | 2025 | Paid by Mar 15 following year; must be employed at payment (subject to plan) . |
| Performance RSUs (PSUs) | Company performance metrics consistent with CEO grant (specifics not disclosed) | $12,000,000 target value; payout 0–200% of target | 2025–2027 | Shares determined by dividing $12m by start‑date closing price; acceleration terms aligned with CEO grant upon specified terminations (without cause/for good reason, death/disability) . |
Program context: IonQ uses technical/financial OKRs in annual incentive design (e.g., #AQ target, photonic connection, system commissioning, bookings, gate fidelity for 2024); 2025 PSU metrics are aligned to CEO grant (details not publicly itemized) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial SEC Filing | Form 3 filed for IonQ on event date Jul 14, 2025 (start date) . |
| Beneficial Ownership | 114,454 shares after 9/11/2025 transactions (per Form 4) . |
| Recent Transaction | 9/11/2025 sale of 4,175 shares was “sell‑to‑cover” to satisfy tax withholding on RSU vesting (not discretionary selling); VWAP $44.4016; price range $43.41–$45.505 disclosed in footnote . |
| Ownership % of Outstanding | ≈0.03% (=114,454 ÷ 354,279,591 shares outstanding as of 10/29/2025) [Calculated]; Outstanding shares: 354,279,591 . |
| Hedging/Pledging | IonQ policy prohibits hedging and pledging; also prohibits short sales, derivatives, margin accounts . |
| Stock Ownership Guidelines | Executives: 3× base salary target ownership to be achieved within 5 years; net after‑tax shares must be held if non‑compliant . |
Employment Terms
| Topic | Terms |
|---|---|
| Start Date & Role | Chief Legal Officer & Corporate Secretary effective July 14, 2025 . |
| Severance (non‑CIC) | Executive Severance Plan: 9 months base salary; target annual bonus (1×); prorated target bonus; 9 months COBRA; full acceleration of time‑based equity; PSUs per award terms . |
| Severance (CIC period) | 12 months base salary; target annual bonus (1×) plus prorated target bonus; 12 months COBRA; full acceleration of time‑based equity; PSUs per award terms . |
| Equity Acceleration (PSUs) | PSU acceleration terms match CEO grant: eligible upon specified terminations (without cause/for good reason, death/disability); CIC protection not less than target performance and no service proration if within CIC window (per CEO grant reference) . |
| Arbitration | Employment disputes subject to binding arbitration in Boston under AAA Employment Rules; Company pays arbitrator costs . |
| Outside Roles | Pre‑approved outside boards per Exhibit C: Non‑Executive Chairman, AerCap; Chair, Nominating & Corporate Governance Committee, Progress Software . |
| Clawback | Subject to IonQ’s Incentive Compensation Recoupment Policy compliant with SEC/NYSE rules . |
| Tax Gross‑Ups | No golden parachute excise tax gross‑ups policy (companywide) . |
Performance & Track Record (Company context during/around tenure)
| Metric | Value | Source |
|---|---|---|
| 2024 Revenue | $43.073m | . |
| 2024 Bookings | $95.6m | . |
| Pay vs Performance TSR (value of $100) 2024 | 454.02 | . |
| Q3 2025 Revenue | $39.866m | . |
Compensation Structure Analysis
- High at‑risk pay: Front‑loaded PSUs ($12m target; 0–200% payout) over 3 years makes equity a dominant lever; target annual cash bonus at 75% of base (moderate variable cash) .
- Strong retention features without shareholder‑unfriendly terms: Double‑trigger CIC severance and equity vesting; no excise tax gross‑ups; robust clawback; anti‑hedging/pledging; stock ownership guidelines (3× salary) .
- Insider selling pressure currently limited: Only reported transaction was a sell‑to‑cover to satisfy tax withholding at initial RSU vesting; not indicative of discretionary selling pressure .
Risk Indicators & Red Flags
- Governance protections in place: Clawback, anti‑hedge/pledge, ownership guidelines .
- Change‑in‑control: Double‑trigger structure mitigates windfall risk; PSUs follow award agreement CEO‑aligned protections .
- Legal/SEC matters: No specific legal proceedings disclosed affecting Dacier; company indicates no material proceedings in Q3’25 10‑Q .
Investment Implications
- Incentive alignment: Heavy use of multi‑year PSUs (0–200%) and ownership guidelines tie Dacier’s outcomes to long‑term value creation and IonQ’s multi‑year technical/financial milestones, a positive for governance‑focused investors .
- Retention and continuity: Double‑trigger CIC and non‑CIC severance with equity acceleration should reduce departure risk during IonQ’s expansion and M&A integration cycle, but also create meaningful guaranteed economics upon qualified separations .
- Trading signals: To date, transactions are administrative (sell‑to‑cover), not discretionary selling; monitor future Forms 4 for 10b5‑1 plans or open‑market activity to assess incremental selling pressure .
- Time‑commitment optics: Pre‑approved external roles (AerCap Chair; Progress director) add network and governance expertise, but investors should monitor bandwidth as IonQ executes on acquisitions and program scale‑up .