Peter Chapman
About Peter Chapman
Peter Chapman is Executive Chair of IonQ’s board (since June 2024), previously serving as President & CEO from May 2019 through February 2025 and as a director since the September 2021 business combination; he is 64 years old as of April 23, 2025 . Under his leadership, IonQ reached 2024 revenue of $43.1M and bookings of $95.6M, with pay-versus-performance disclosure citing a 2024 annualized TSR of 237% and total shareholder return value of $454 for an initial fixed $100 investment (contextual measure) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IonQ (legacy + public) | President & CEO; Director; later Executive Chair | 2019–Feb 2025 (CEO); Director since 2021; Exec Chair since Jun 2024 | Led commercialization; bookings and revenue growth; front-loaded PSU program; transitioned governance to separate CEO and Executive Chair roles . |
| Amazon.com (Amazon Prime) | Director of Engineering | 2014–2019 | Scaled Prime engineering; operational rigor ahead of joining IonQ . |
| Media Arc, Inc. | President | Prior to Amazon | Executive leadership experience in technology/software . |
External Roles
No current public-company directorships or committee roles disclosed for Peter Chapman beyond IonQ. The proxy lists external boards for other directors but not for Chapman .
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 (effective Jan 1) |
|---|---|---|---|
| Base Salary | $505,000 | $505,000 | $700,000 |
Multi-year compensation detail:
| Component (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $380,000 | $481,250 | $505,000 |
| Bonus | $368,300 | — | $10,000,000 (discretionary cash) |
| Stock Awards | $4,111,806 | $413,054 | $12,169,873 |
| Option Awards | $3,606,932 | — | — |
| Non-Equity Incentive | — | $440,000 | — |
| All Other Compensation | $15,250 | $4,371 | $693 |
| Total | $8,482,288 | $1,338,675 | $22,675,566 |
2023 and 2024 annual bonuses:
| Year | Target & Structure | Actual Payout |
|---|---|---|
| 2023 | 100% of salary target; paid 50% cash / 50% RSUs | $880,000; $440,000 cash + 40,937 RSUs |
| 2024 | OKR plan set, but Chapman excluded from payout due to LTI cash award | No OKR bonus; instead $10,000,000 discretionary cash LTI for 2024 |
Performance Compensation
Key 2024 OKR metrics (company-wide plan):
| Metric | Weight |
|---|---|
| Internal #AQ goal | 20.0% |
| Photonic connection demonstration | 15.0% |
| Commission onsite system for customer | 15.0% |
| Bookings target | 30.0% |
| Improved gate fidelity demonstration | 20.0% |
Chapman’s December 2024 PSU award and cash incentives:
| Item | Terms |
|---|---|
| PSU Award (Grant 12/16/2024) | Target 119,588 PSUs; performance range 0–300% (max 358,764); performance period through Dec 31, 2026 (accelerates to Dec 31, 2025 if maximum goals achieved by end of 2025); 50% technical and 50% financial goals; stock price hurdle requires 60-day average price threshold; continued service requirement under 2021 Plan . |
| Cash Incentive 2024 | $10,000,000 paid on/before Dec 31, 2024; recognizes 2024 leadership and Chapman’s decline of 2023 equity awards; paid only if employed through payment date unless termination without cause/for good reason (then payable) . |
| Cash Incentive 2025 | $10,000,000 paid on/before Dec 31, 2025; retention-focused; same termination provisions as 2024 award . |
Vesting/termination mechanics for PSUs:
- Involuntary termination (outside CIC): pro-rated vesting at target if in first three years, or projected performance if in year 4; assessed against 60-day average price hurdle .
- CIC scenarios: if PSUs not assumed or if assumed and terminated within 12 months post-CIC, vest based on projected performance and stock-price hurdle, pro-rated for service .
2024 option/stock vesting and exercises:
| Item | FY 2024 Quantity | Value Realized |
|---|---|---|
| Options exercised | — | $— |
| Stock awards vested | 159,267 shares | $2,184,924 |
Equity Ownership & Alignment
Total beneficial ownership (as of March 31, 2024):
| Holder | Shares | % of Outstanding |
|---|---|---|
| Peter Chapman | 8,456,229 | 3.9% |
Outstanding equity at FY 2024 year-end (Dec 31, 2024):
| Award | Status | Quantity | Key Terms |
|---|---|---|---|
| Option (5/17/2019) | Exercisable | 8,096,905 | $0.13 strike; expires 5/16/2029 . |
| Option (8/18/2022) | Exercisable / Unexercisable | 441,837 / 265,103 | $7.63 strike; quarterly vest schedule . |
| RSUs (8/18/2022) | Unvested | 177,496 | Quarterly vest; time-based . |
| PSUs (12/16/2024) | Unearned (target) | 119,588 | Performance-based; see above . |
Ownership policies:
- Executive stock ownership guidelines: CEO 5x salary; other NEOs 3x; five-year compliance window; net-after-tax shares must be held if not yet met .
- Insider trading policy prohibits hedging, derivatives, short selling, margin purchases, and pledging of shares as collateral (pledging is a red flag elsewhere; prohibited here) .
Employment Terms
| Term | Key Provision |
|---|---|
| Employment status | At-will; amended/restated offer letter governs terms; base raised to $700,000 effective Jan 1, 2025; became Executive Chair Feb 26, 2025 with no compensation amendments at that time . |
| Executive Severance Plan (Dec 2024) – Outside CIC | Salary continuation (12 months for Chapman) plus target annual bonus and pro-rated target bonus for year of termination; group health continuation; full acceleration of time-based equity; PSU treatment per award agreements; release required . |
| Executive Severance Plan – During CIC period | 12 months’ salary; target annual bonus plus pro-rated target bonus; group health continuation; full acceleration of time-based equity; PSU treatment per award agreements . |
| Special cash awards (2024/2025) | If terminated without cause or for good reason before year-end, any previously unpaid portion of the $10M 2024 or $10M 2025 award is paid (subject to release), strengthening retention economics . |
| Clawback | Compensation recoupment policy compliant with Exchange Act §10D and NYSE; recovery of annual incentive payments and gains on vested LTI upon restatement or recalculation of financial metrics . |
| Hedging/pledging | Prohibited by insider trading policy . |
Board Governance
- Role/independence: Chapman is Executive Chair; not independent under NYSE standards . Governance mitigants include a Lead Independent Director (Inder M. Singh) and fully independent audit, compensation, and nominating/governance committees .
- Committees: Chapman does not serve on independent committees; independence and financial literacy affirmed for committee members; audit chaired by Singh; compensation chaired by Chou; nominating/governance chaired by Toledano (post-2025 meeting) .
- Attendance: All directors met at least 75% attendance in 2024; nine board meetings held .
- Executive sessions: Regular sessions of non-employee directors without management present .
- Director election and Say-on-Pay outcomes (2024): Chapman received 50,019,278 “For” votes; Say-on-Pay approved; shareholders selected annual Say-on-Pay frequency . 2025 proxy cites approximately 95% approval of Say-on-Pay in 2024 and ~98% support for annual frequency .
Director Compensation
As an executive officer (Executive Chair), Chapman’s compensation is reported among NEOs rather than under non-employee director compensation; non-employee director cash/equity retainers are described separately (retainers updated in Oct 2024) .
Performance & Track Record
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenue ($000) | 2,099 | 11,131 | 22,042 | 43,073 |
| Net Loss ($000) | (106,186) | (48,511) | (157,771) | (331,647) |
| Total Shareholder Return (value of initial $100) | 181.52 | 37.50 | 134.67 | 454.02 |
Highlights:
- 2023 technical milestones (#AQ29 and #AQ35 ahead of schedule), manufacturing readiness for Forte Enterprise, and $65.1M bookings .
- 2024 operational execution: customer system commissioning, bookings $95.6M, and revenue $43.1M .
Compensation Peer Group (Benchmarking)
The compensation committee used two peer sets in 2024: early-2024 peers focused on U.S. tech with revenue < $200M and market cap ~$0.6–$6B; and post-Feb 2024 peers including development-stage tech firms with revenue < $1B and market cap ~$0.1–$10B. The committee does not benchmark any specific element of pay to a fixed percentile .
Risk Indicators & Red Flags
- Pledging/hedging prohibited; reduces alignment risk tied to collateral or derivative strategies .
- No excise tax gross-ups; change-in-control benefits require termination (double-trigger) and are limited in nature .
- PSU program includes rigorous performance and stock price hurdles; no timing of grants to MNPI releases .
- Related party transactions: none material beyond disclosed indemnification arrangements .
Equity Ownership & Vesting Pressure Signals
- Large legacy option holdings with low strike ($0.13) and periodic RSU vesting suggest potential supply from vesting events; 2024 saw 159,267 shares vested and no option exercises reported, while 2024–2025 $10M cash awards reduce near-term sale needs but create retention obligations .
- Company prohibits pledging/hedging, limiting leverage-induced selling pressure .
Compensation Structure Analysis
- Shift toward performance-based equity (front-loaded PSUs) and away from annual option grants improves pay-for-performance alignment; Chapman declined 2023 equity but received 2024 PSUs plus significant retention cash awards that are employment-contingent .
- Ownership guidelines (5x salary for CEO) and clawback policy strengthen alignment and downside accountability .
- Say-on-Pay support (~95% in 2024) indicates broad shareholder acceptance of program design .
Investment Implications
- Alignment: Chapman’s substantial option and PSU exposure, plus prohibitions on hedging/pledging and ownership guidelines, align incentives with TSR, bookings, and technical milestones; large low-strike options and front-loaded PSUs amplify upside participation .
- Retention risk: The $10M 2024 and $10M 2025 cash awards are retention-linked and payable upon certain terminations without cause/for good reason, lowering near-term exit risk but increasing cash cost; PSU vesting depends on multi-year technical/financial execution and stock price hurdles .
- Governance: Dual-role risks are mitigated by an empowered Lead Independent Director and independent committees; Chapman is not independent due to Executive Chair role, with oversight structure documented .
- Performance sensitivity: Pay-versus-performance disclosures and OKR design tie payouts to #AQ progress, bookings, and fidelity improvements; TSR outperformance in 2024 raises the hurdle for sustaining equity value and PSU outcomes amid higher net losses .