Diane Nguyen
About Diane Nguyen
Diane Nguyen, age 40 as of April 11, 2025, serves as Executive Vice President, Chief Legal Officer & General Counsel of D‑Wave Quantum Inc. (QBTS), having been General Counsel and Corporate Secretary since May 1, 2023 after serving as Vice‑President, Legal from July 2021 through April 2023; she joined D‑Wave in 2018. She is a member of the bars of British Columbia and Quebec, an Authorized House Counsel with the Florida Bar, a registered trademark agent, and holds a Master’s degree in Business Law from the University of Montreal . Company performance in 2025 showed strong top‑line momentum, with revenue rising 235% year‑over‑year for the nine months ended September 30, 2025 ($21.835M vs $6.518M), driven primarily by system sales, though losses widened largely due to warrant liability fair‑value changes . The company’s compensation plans under the 2022 Plan have been service‑conditioned to date (no PSUs), and its clawback policy is compliant with NYSE rules; a 2024 restatement did not affect incentive pay or trigger clawbacks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| D‑Wave Quantum Inc. / D‑Wave Systems | General Counsel & Corporate Secretary; previously Vice‑President, Legal | GC since May 1, 2023; VP Legal Jul 2021–Apr 2023 | Oversees all legal, corporate governance, and leads IP portfolio protection |
| D‑Wave Systems / D‑Wave Quantum | Joined company | 2018–present | Built legal competencies across commercial, governance, financing, IP, and risk |
| Morency, Société d’avocats, LLP | Corporate, commercial & IP lawyer | 2012–2017 | Advised on IP and commercial matters; foundation for in‑house leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BC SPCA | Board Member | Not specified | Non‑profit governance and stakeholder engagement |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Annual Bonus ($) | Notes |
|---|---|---|---|---|
| 2023 | 255,000 | 30% until Apr 30, 2023; 50% under AIP from May 1, 2023 | 86,400 | Transitioned to AIP at SVP level on May 1, 2023 |
| 2024 | 310,000 (annual); increased to 330,000 effective Apr 1, 2024 | 50% under AIP (pro‑rated) | 151,800 (paid Feb 14, 2025) | Salary adjusted via 2024 amendment; AIP corporate + personal objectives |
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Settlement |
|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) | Corporate objectives and personal objectives | Not disclosed | 50% of base (pro‑rated) | $151,800 for FY2024 (paid Feb 14, 2025) | Cash payout; annual |
| RSUs (annual refresh) | Service‑based | N/A (service condition) | Not disclosed | Grants detailed below | Quarterly schedules per grant |
| Options (special award) | Service‑based | N/A (service condition) | Not disclosed | Grants detailed below | Monthly schedules per grant |
The company states it does not time equity awards around MNPI; Diane’s Mar 27, 2024 grant was recorded with a −2.5% immediate price change measure, consistent with policy disclosure .
Equity Ownership & Alignment
- Total beneficial ownership: 467,265 common shares; percent of total voting power is less than 1% (company states no pledged shares by any executive/officer) .
- Anti‑hedging and anti‑pledging policy: prohibits hedging and pledging/margin transactions by directors, officers, employees, and related parties .
- Stock ownership guidelines: Compensation Committee monitors executive ownership guidelines (specific multiples not disclosed) .
| Beneficial Owner | Shares | % of Total Voting Power |
|---|---|---|
| Diane Nguyen | 467,265 | <1% |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Shares/Options | Exercise Price | Expiration | Vesting Status (Exercisable/Unexercisable) |
|---|---|---|---|---|
| Stock Options | 44,260 | $0.91 | 05/05/2030 | Exercisable |
| Stock Options | 9,118 | $0.91 | 11/17/2030 | Exercisable |
| Stock Options | 45,595 / 7,784 | $0.92 | 08/20/2031 | Exercisable/Unexercisable; remaining vests monthly through Jul 16, 2025 |
| Stock Options | 58,255 | $0.8455 | 01/10/2034 | Exercisable |
| Stock Options (special award) | 39,583 / 60,417 | $2.10 | 03/27/2034 | Exercisable/Unexercisable; remaining vests monthly through May 1, 2027 |
| Unvested RSUs | 237,171 (market value $1,992,236 at $8.40) | — | — | See schedules below |
RSU Vesting Schedules (specific tranches)
- 46,656 RSUs vest on Oct 13, 2025 .
- 48,015 RSUs vest in equal quarterly installments ending Mar 27, 2027 .
- 62,500 RSUs vest in equal quarterly installments ending May 1, 2027 .
- 80,000 RSUs from Mar 27, 2024 grant: 25% on Mar 27, 2025; remainder vests quarterly through Mar 27, 2028 .
- Additional 101,721 RSUs granted Mar 6, 2025, vesting in 16 equal quarterly installments through Mar 6, 2029 .
2024 Equity Grants (refresh + special)
| Grant Date | Type | Size | Terms |
|---|---|---|---|
| Mar 27, 2024 | RSUs | 80,000 | 25% on Mar 27, 2025; remainder quarterly to Mar 27, 2028 |
| Mar 27, 2024 | RSUs (special) | 100,000 | 25% on May 1, 2024; remainder quarterly to May 1, 2027 |
| Mar 27, 2024 | Options (special) | 100,000 @ $2.10 | 25% on May 1, 2024; remainder monthly to May 1, 2027 |
| Jan 10, 2024 | Options (bonus) | 58,255 @ $0.846 (fully vested) | Fully vested at grant (bonus settlement for FY2023) |
| Jan 10, 2024 | RSUs (bonus) | 46,604 (fully vested) | Fully vested at grant (bonus settlement for FY2023) |
| Mar 6, 2025 | RSUs (refresh) | 101,721 | 16 equal quarterly installments to Mar 6, 2029 |
Insider Trading Arrangements
- Rule 10b5‑1 plan adopted Aug 14, 2025; expires Nov 12, 2026; covers up to 122,785 common shares (potential selling pressure) .
Employment Terms
| Term | Detail |
|---|---|
| Employment history | GC & Corporate Secretary since May 1, 2023; prior VP Legal (Jul 2021–Apr 2023) |
| 2024 Amendment | Salary increased to $330,000 effective Apr 1, 2024; AIP eligible at 50% of base, pro‑rated |
| Severance | 6 months’ base salary if terminated without cause |
| Change‑of‑Control | If terminated without cause within 12 months post‑CoC, equity that would have vested in next 12 months vests immediately (double trigger, 12‑month acceleration) |
| Post‑termination Option Exercise | Exercise window extended from 90 days to one year (acknowledged Oct 23, 2023) |
| Clawback | Company clawback compliant with NYSE; Diane acknowledged policy on Oct 23, 2023 |
| Restrictive covenants | Confidentiality, invention assignment, one‑year non‑solicitation of employees |
| Fourth Amendment | Fourth Amendment to Amended and Restated Employment Agreement effective July 31, 2025 (filed as Exhibit 10.1 to Form 8‑K) |
Multi‑Year Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 255,000 | 310,000 |
| Stock Awards ($) | 43,790 | 378,000 |
| Option Awards ($) | — | 162,000 |
| Non‑Equity Incentive ($) | 86,400 | 151,800 |
| Total ($) | 385,190 | 1,001,800 |
Compensation Structure Analysis
- Shift toward equity: Stock awards increased materially in 2024 ($378k vs $43.8k in 2023), with additional option awards ($162k), indicating higher at‑risk equity exposure vs prior year .
- Service‑based equity predominates: Awards under the 2022 Plan to date are service‑conditioned (no disclosed PSUs/market metrics), softening direct pay‑for‑performance linkage beyond annual cash incentives .
- Clawback and compliance: NYSE‑compliant clawback adopted; 2023 restatement did not impact incentive compensation, and recovery was deemed not required .
- No hedging/pledging: Policy prohibits hedging/pledging; company states executives have not pledged shares, supporting alignment and reducing collateral risk .
Risk Indicators & Red Flags
- Insider selling potential: Active Rule 10b5‑1 plan for up to 122,785 shares may create incremental supply over plan horizon .
- Limited performance metrics in long‑term equity: Absence of disclosed PSUs/TSR‑linked grants under 2022 Plan means equity vests on service rather than outcomes, diluting performance sensitivity .
- Broader company losses: Net losses widened in 2025 primarily due to warrant liability fair‑value changes; operational losses remain, which can heighten scrutiny of incentive payouts vs outcomes .
Investment Implications
- Alignment: Diane’s meaningful unvested RSUs and options with multi‑year schedules, combined with anti‑hedging/pledging, support long‑term alignment; however, service‑based vesting limits direct linkage to performance outcomes .
- Retention risk: Standard severance (6 months’ base) and moderate CoC acceleration (12 months of scheduled vesting) are not overly generous; extended post‑termination exercise increases option value retention, slightly reducing departure friction .
- Trading signals: The 10b5‑1 plan suggests planned liquidity events; monitor Form 4 activity and plan execution cadence to gauge selling pressure through Nov 2026 .
- Pay‑for‑performance: Annual cash incentive reflects corporate/personal objectives without disclosed weighting; equity mix skewed to RSUs/options suggests retention focus. As QBTS scales revenue (up 235% YoY for 9M25), consider advocating for PSUs tied to revenue/QCaaS growth or TSR to improve pay‑outcome linkage .