Robert Cardillo
Director at IONQ
Board
About Robert Cardillo
Robert Cardillo (age 63) is an independent director of IonQ, serving since February 2024. He is the former Director of the National Geospatial-Intelligence Agency (2014–2019) and currently Chief Strategist at Planet Labs PBC; he also holds multiple board roles in geospatial and AI analytics. He holds a B.A. in Government from Cornell University (1983), an M.A. in National Security Studies from Georgetown University (1988), and an honorary Doctorate of Humane Letters from Saint Louis University (2019). Independence affirmed by the Board under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Geospatial-Intelligence Agency (NGA) | Director | Oct 2014 – Feb 2019 | Led U.S. geospatial intelligence agency (operational/governance experience) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Planet Labs PBC (public) | Chief Strategist | Since Apr 2021 | Public company executive (non-director) |
| Planet Federal | Chairman of the Board | Current | Federal-focused subsidiary/affiliate board leadership |
| Seerist Federal | Outside Director | Current | Federal analytics governance role |
| SynthetAIc | Independent Director | Current | AI analytics board role |
| AGI | Director (prior) | Prior to 2020 | Company acquired by ANSER in 2020 |
| Enview | Director (prior) | Prior to 2022 | Company acquired by Matterport in 2022 |
Board Governance
- Independence: Determined independent by the Board under NYSE standards.
- Committee assignments: Not listed as a current member of Audit, Compensation, or Nominating & Corporate Governance committees. Current/post-meeting committee compositions do not include Cardillo.
- Board leadership: Lead Independent Director is Inder M. Singh; Executive Chair is Peter Chapman; CEO is Niccolo de Masi. Independent committees operate under written charters.
- Attendance: In 2024, the Board met 9 times; each director attended at least 75% of board/committee meetings during their service.
- Executive sessions: Independent directors meet in executive session periodically, led by the Lead Independent Director.
- Tenure: Director since February 2024; current term runs to 2026.
Fixed Compensation (Non-Employee Director)
| Component | Amount/Terms | Source |
|---|---|---|
| Cash fees (2024 actual) | $29,161 | |
| Base retainer (policy through Oct 21, 2024) | $30,000 per non-employee director | |
| Base retainer (policy effective Oct 22, 2024) | $50,000 per non-employee director | |
| Lead Independent Director retainer | $70,000 (effective Oct 22, 2024) | |
| Committee chair retainers | Audit $20,000; Compensation $15,000; Nominating $10,000 | |
| Committee member retainers | Audit $8,000; Compensation $6,000; Nominating $4,000 | |
| Expense reimbursement | Travel expenses reimbursed |
Notes:
- Cardillo is not listed as a committee chair or member; his 2024 cash fees reflect prorated base retainer and timing of policy change.
Performance Compensation (Equity)
| Element | Details | Value/Structure |
|---|---|---|
| Initial equity grant upon Feb 2024 appointment (policy then in effect) | RSU + Stock Option, aggregate fair value $400,000, split equally; vests over 3 years, 1/3 annually | Policy terms |
| 2024 annual grant | RSU with fair value $200,000 on first business day after 2024 annual meeting; vests at next annual meeting (~1 year) | Policy terms |
| Current annual grant policy (effective for 2025 cycle) | RSU with fair value $220,000 after each annual meeting; one-year vest | |
| 2024 reported equity compensation (actual) | Stock Awards: $392,103; Option Awards: $209,978; Total equity: $602,081 |
Performance metrics for directors: None disclosed; director equity is time-based (no performance-vesting).
Other Directorships & Interlocks
- Public company directorships: None disclosed for Cardillo (Planet Labs role is executive, not director).
- Private/federal sector boards: Planet Federal (Chair), Seerist Federal (Outside Director), SynthetAIc (Independent Director).
- Interlocks: Proxy discloses no compensation committee interlocks or insider participation affecting IonQ; none identified for Cardillo.
Expertise & Qualifications
- National security and geospatial intelligence leadership (former NGA Director).
- Commercial space/geospatial strategy (Chief Strategist, Planet Labs PBC).
- Board experience across federal-focused analytics and AI firms.
- Academic credentials in government and national security; honorary doctorate.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Mar 31, 2025) | 14,969 shares | <1% of outstanding |
| – Shares owned directly | 6,196 | |
| – Options exercisable within 60 days | 8,773 | |
| Options outstanding at 12/31/2024 | 26,320 | |
| Stock awards outstanding at 12/31/2024 | 41,981 | |
| Shares outstanding (denominator for % calc) | 243,231,951 | |
| Ownership as % of outstanding (approx.) | ~0.006% | Computed from 14,969 / 243,231,951 using disclosed figures |
| Hedging/pledging | Prohibited by policy; no pledging disclosed | |
| Director stock ownership guidelines | ≥5x annual cash retainer; 5-year compliance window from Oct 22, 2024 or election date |
Compliance notes:
- Section 16(a) compliance: Company reports all directors/officers complied in 2024; one late Form 4 related to CFO, not Cardillo.
Related-Party Transactions and Conflicts
- Related-person transactions since Jan 1, 2024: None disclosed involving Cardillo; Company highlights indemnification agreements and a formal related-person transaction review policy via the Audit Committee.
- Family relationships: None among any directors or officers.
- Policy safeguards: Clawback policy; hedging/pledging prohibitions; independent committee structures; director equity vests time-based (reduces pay-risk coupling).
Governance Assessment
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Strengths:
- Independent director with deep federal, national security, and geospatial expertise—useful for government-facing quantum opportunities and oversight of cybersecurity/information risk.
- Good attendance (met the ≥75% requirement); Board and committees are majority independent with independent leadership (Lead Independent Director).
- Director pay structure emphasizes equity (time-based RSUs) and newly established stock ownership guidelines (5x retainer) that enhance alignment; hedging/pledging prohibited.
-
Watch items:
- No current committee assignments—limits direct influence on audit/compensation/nominating agendas; may change as Board composition evolves.
- Low direct economic ownership (<1%), typical for new directors, mitigated by equity grants and ownership guidelines with a five-year phase-in.
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RED FLAGS: None disclosed (no related-party transactions, no Section 16 delinquencies, no pledging, no compensation interlocks).