Thomas Kramer
About Thomas Kramer
Thomas Kramer is Chief Financial Officer at IonQ, serving since September 2021; previously CFO at Opower and Cvent, Managing Director at Remarque Advisory, and consultant at Boston Consulting Group. He holds an MBA from Harvard Business School and an MS in Economics from the Norwegian School of Economics, and is 54 years old as of April 23, 2025 . Company performance context during his tenure includes 2024 revenue of $43.073 million, net loss of $(331.647) million, and a total shareholder return index of 454.02 (fixed $100 methodology) ; 2024 operational highlights included delivery of a Forte Enterprise system and bookings of $95.6 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IonQ | Chief Financial Officer | Feb 2021–present | Senior finance leadership for a quantum computing company |
| Remarque Advisory | Managing Director | Feb 2017–Feb 2021 | Led advisory mandates; finance leadership experience |
| Opower, Inc. | Chief Financial Officer | Nov 2011–Oct 2016 | CFO at a cloud-based enterprise software company in the utilities space |
| Cvent, Inc. | Chief Financial Officer | 2000–2011 | CFO at a cloud-based enterprise software company in event management |
| Boston Consulting Group | Consultant | 1998–2000 | Strategy consulting experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| — | No public-company board roles disclosed | — |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $244,000 | $372,000 | $409,000 (ending base; increased to $412,000 effective Apr 1, 2024) |
| Target Bonus % of Salary | — | 65% | 65% |
| Actual Annual Bonus Paid ($) | $225,000 | $420,000 (paid 50% cash/50% RSUs) | $199,000 (paid 50% cash/50% RSUs; plan paid at 75%) |
Performance Compensation
| Metric (2024 OKR framework) | Weighting | Target | Actual | Payout Calibration | Vesting Form |
|---|---|---|---|---|---|
| Internal #AQ goal | 20% | Not disclosed | Not disclosed | Company primary bonus achievement determined at 67%; Compensation Committee paid at 75% overall | 50% cash, 50% RSUs that vested immediately |
| Demonstration of photonic connection technology | 15% | Not disclosed | Not disclosed | As above | As above |
| Commissioning of an onsite system for a customer | 15% | Not disclosed | Achieved commissioning goal | As above | As above |
| Bookings target | 30% | Not disclosed | Bookings achieved for the year ($95.6M company-level) | As above | As above |
| Improved gate fidelity | 20% | Not disclosed | Not disclosed | As above | As above |
Long-Term Incentives (Equity)
| Grant Type | Grant Date | Shares/Units | Grant Value ($) | Vesting Terms |
|---|---|---|---|---|
| Performance-based RSUs (PSUs) | Aug 15, 2023 | 267,680 PSUs | $7,140,173 grant-date fair value; max fair value $19,520,755 at maximum if performance deemed achieved | Performance period ending Dec 31, 2026; vesting based on technical/financial goals and 60-day average stock price; 0–300% payout; pro-ration on certain terminations |
| Time-based RSUs (annual LTI) | Mar 4, 2024 | 85,285 RSUs | $860,526 grant-date fair value | Four-year quarterly installment vesting; 1/16 initial then quarterly March/June/Sept/Dec |
| Time-based RSUs (annual LTI) | Mar 4, 2024 | 63,964 RSUs | Included in 2024 stock awards total $954,095 | Quarterly vesting (plan-standard) |
| Time-based RSUs (prior grant) | Aug 15, 2023 | 35,850 RSUs | Included in 2023 stock awards total $8,229,833 | Quarterly vesting |
Program design: IonQ front-loaded PSUs in 2023 to cover intended performance-vesting equity through 2026, delivering roughly two-thirds of intended annual equity via PSUs and one-third via annual service-vesting RSUs; in 2024, only service-vesting RSUs were granted to Kramer, consistent with the front-load design .
Equity Ownership & Alignment
| Beneficial Ownership Breakdown | As of Mar 31, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Shares held directly | 740,529 (portion subject to repurchase) | 779,740 (portion subject to repurchase) |
| Options exercisable within 60 days | 1,136,922 | 1,735,131 |
| Other | — | 5 shares held by child |
| Total beneficial shares | 1,877,451 | 2,514,876 |
| % of shares outstanding | <1% | 1.0% (of 243,231,951 shares outstanding) |
- Stock ownership guidelines: 3x salary for senior executives/other NEOs, 5-year compliance window; RSUs count toward guideline; net after-tax shares must be held if guideline not met .
- Hedging/pledging: Prohibited for insiders; no trading in derivatives, short sales, margin purchases, or pledging as collateral .
- Clawbacks: Incentive Compensation Recoupment Policy per Exchange Act Section 10D; recovers annual incentive payments and gains from vested LTIs after restatements or metric recalculations .
Outstanding Equity Awards (as of Dec 31, 2024)
| Award | Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested RSUs (#) | PSUs Unearned (#) | Market/Payout Value ($) |
|---|---|---|---|---|---|---|---|---|
| Stock Option | Feb 19, 2021 | 1,395,946 | 630,434 | $2.39 | Feb 18, 2031 | — | — | — |
| Stock Option | Aug 18, 2022 | 144,601 | 86,761 | $7.63 | Aug 17, 2032 | 58,090 | — | $2,426,419 |
| RSU | Aug 15, 2023 | — | — | — | — | 35,850 | — | $1,497,455 |
| PSU | Aug 15, 2023 | — | — | — | — | — | 267,680 | $11,180,994 |
| RSU | Mar 4, 2024 | — | — | — | — | 63,964 | — | $2,671,776 |
Notes:
- Market values above use $41.77 closing price on Dec 31, 2024 .
- Vesting schedules: Options (2021) 10% at 6 months, remainder 1/54 monthly; RSUs generally 1/16 initial then quarterly; PSUs performance-based through Dec 31, 2026 with stock price hurdle and prorated vesting on certain terminations .
Employment Terms
| Term | Details |
|---|---|
| Employment status | At-will; amended and restated offer letter in Sept 2021 |
| Current base salary | $412,000 effective April 1, 2024 (from $400,000) |
| Annual bonus eligibility | Participates in executive bonus plan; 2024 plan paid at 75%; individual 2024 payout $199,000, 50% cash/50% immediate-vesting RSUs |
| Severance (outside CIC) | 9 months base salary + target annual bonus + prorated target annual bonus (days employed/365), COBRA subsidy for matching period; full acceleration of time-vesting equity; subject to release and covenants |
| Severance (double-trigger CIC) | 12 months base salary + prorated target annual bonus + payment equal to target annual bonus + COBRA subsidy; full acceleration of time-vesting equity; PSUs subject to projected performance; release required |
Compensation Structure Analysis
- Cash vs equity mix: 2023 delivered substantial PSUs (front-loaded through 2026), with ongoing annual RSUs in 2024; fixed cash increased modestly (base to $412k) while 2024 annual bonus paid below target (75%) .
- At-risk orientation: Significant performance-based PSU exposure with stock price hurdle and technical/financial goals through 2026; clawback in place and no hedging/pledging permitted .
- Shareholder-friendly terms: No excise tax gross-ups; change-in-control benefits are double-trigger, not single-trigger; committee comprised of independent directors using an independent consultant (Meridian) .
- Potential modification risk: Company discloses it does not time grants around MNPI; PSUs and RSUs follow standard forms and plan provisions .
Say-on-Pay & Peer Group Context
- Say-on-Pay: 95% approval at 2024 annual meeting; frequency vote favored annual by ~98% of votes cast .
- Compensation peer group:
- Early 2024 peer group emphasized U.S.-listed development-stage tech with revenues < $1B and market caps $100M–$10B (examples include C3.ai, QuantumScape, SoundHound AI) .
- Prior to Feb 2024, peer group centered on U.S. tech companies with revenues < $200M, market cap $600M–$6B (examples include Ambarella, Impinj, Jamf, Tenable) .
- Consultant: Meridian Compensation Partners LLC engaged by compensation committee .
Company Performance (Pay-versus-Performance disclosure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($ thousands) | $11,131 | $22,042 | $43,073 |
| Net Loss ($ thousands) | $(48,511) | $(157,771) | $(331,647) |
| Total Shareholder Return (fixed $100) | 37.50 | 134.67 | 454.02 |
Investment Implications
- Alignment: Kramer’s sizable PSU exposure through 2026 and ownership guidelines (3x salary) create long-term alignment, reinforced by hedging/pledging prohibitions and clawbacks .
- Retention risk: Front-loaded PSUs were explicitly designed to retain key executives through 2026, with annual RSUs continuing to deliver time-based value; severance protections include double-trigger CIC, reducing involuntary departure risk .
- Selling pressure: Immediate-vesting RSUs from annual bonuses add tradable shares, but insider policies and ownership guidelines mitigate speculative selling; options are deeply in-the-money at $2.39 and $7.63 strikes versus $41.77 YE price, yet acceleration value is primarily relevant on termination events ($43.97M aggregate accelerated vesting value shown for Kramer under certain scenarios) .
- Pay governance: High Say-on-Pay support (95%) and independent committee/consultant reduce governance overhang and compensation-related headline risk .
No related-party transactions, tax gross-ups, or pledging activity were disclosed for Kramer; non-compete/non-solicit terms are not detailed beyond participation in the Executive Severance Plan .