John DiLullo
About John DiLullo
Independent Class II director at D-Wave Quantum Inc. (QBTS) since October 28, 2024; age 58 as of April 11, 2025 . Currently CEO of Deepwatch (managed security platform) since July 2024; 30+ years in technology with 15+ years in networking and cybersecurity; prior senior roles at F5 Networks, HP/Aruba, Avaya, Cisco, and Sonicwall; B.S. in Electrical Engineering from Villanova University . The Board determined he is independent under NYSE standards; it evaluated his long-time acquaintance with CEO Alan Baratz and concluded it does not impair his independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deepwatch | Chief Executive Officer | Jul 2024–Present | Led customer-focused growth and profitability transformation |
| STG – Symphony Technology Group | Operating Advisor | Mar 2024–May 2024 | Advisory role |
| LiveVox Holdings | Chief Executive Officer | Nov 2022–Mar 2024 | CEO; also served on Board (see External Roles) |
| Forcepoint | Chief Revenue Officer | Jan 2021–Oct 2022 | Go-to-market leadership |
| Francisco Partners | Operating Partner | Nov 2020–Feb 2021 | Operating partner |
| Lastline, Inc. | Chief Executive Officer | Jul 2018–Jul 2020 | Led malware detection platform |
| F5 Networks; HP/Aruba; Avaya; Cisco; Sonicwall | Senior executive roles | Various (not specified) | Enterprise networking/security experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LiveVox Holdings | Director | Nov 2022–Jan 2024 | Public company directorship during that period |
| Tetrate | Board Advisor | Since 2020 | Advisory role in service mesh/security |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent under NYSE; Board assessed acquaintance with CEO and deemed no impairment |
| Board Class/Service | Class II; served since Oct 28, 2024 |
| Committees | Compensation Committee (Chair) ; not listed as member of Audit or Nominating & Governance |
| Committee Composition (2024) | Compensation: DiLullo (Chair), Rohit Ghai, Kirstjen Nielsen ; Audit: Roger Biscay (Chair), Sharon Holt, Steven M. West ; Nominating & Governance: Steven M. West (Chair), Rohit Ghai, Kirstjen Nielsen |
| Attendance | Board met 10 times in 2024; each director attended at least 75% of Board and relevant committee meetings |
| Executive Sessions | Independent directors meet in executive session at every regularly scheduled Board meeting; chaired by Steven M. West |
| Risk/Cyber Oversight | Board oversees cybersecurity; Audit Committee monitors financial/compliance risk; Cybersecurity Committee established to advise strategy and program |
Fixed Compensation
| Component | Policy Amount | 2024 Actual for DiLullo |
|---|---|---|
| Annual Cash Retainer (Non-employee Director) | $35,000 (paid quarterly) | $0 (fees earned) |
| Committee Chair – Compensation | $15,000 additional annual retainer | $0 (fees earned) |
| Committee Membership (non-chair) | $8,000 per committee per year | $0 (fees earned) |
| Meeting Fees | None paid | $0 |
Notes:
- Starting after the 2025 Annual Meeting, eligible non-employee directors may elect RSUs in lieu of cash compensation .
Performance Compensation
| Equity Instrument | Grant/Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU grant (non-employee director) | Target grant valued at $140,000, prorated for new directors | Generally vests annually; 2024 director RSUs vest 100% on May 31, 2025 | None; director RSUs are time-based, not performance-conditioned |
| DiLullo 2024 Stock Awards | $90,516 fair value | RSUs vest 100% on May 31, 2025 | None |
| Initial RSU grant for new directors | 7,500 RSUs (new director initial grant) | Vests May 31, 2025 | None |
Other Directorships & Interlocks
| Company | Overlap/Type | Potential Interlock/Conflict Consideration |
|---|---|---|
| LiveVox Holdings (public during tenure) | Former Director (Nov 2022–Jan 2024) | No disclosed transactions between QBTS and LiveVox; no interlock with current QBTS directors noted in proxy |
| Cisco Systems (employment history) | Prior executive role (not current director) | Current QBTS directors include Cisco SVP Treasurer (Roger Biscay) and former Cisco director (Steven West); these are network ties, not shared current public boards; no related-party transactions disclosed involving DiLullo |
Expertise & Qualifications
- Deep cybersecurity and enterprise networking operator; multiple CEO/CRO roles; scale and go-to-market leadership expertise .
- Electrical engineering background (Villanova), enhancing technical rigor for QBTS’s complex technology .
- As Compensation Committee Chair, oversees executive pay structures, clawback policy, ownership guidelines, and advisor retention per charter .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John DiLullo | 87,035 | <1% | Reflects equity awards; no pledging of shares disclosed for any director/officer |
| Stock Awards Outstanding (12/31/2024) | 87,035 RSUs | N/A | No options outstanding |
| Anti-Hedging/Pledging Policy | Hedging prohibited; pledging/margin transactions prohibited | N/A | Insider trading policy on file (10-K Exhibit 19.1) |
Shares outstanding reference (for % calc): 291,351,403 Common Shares as of April 9, 2025 .
Governance Assessment
-
Strengths
- Independent director; Board explicitly assessed and cleared potential social relationship with CEO .
- Compensation Committee Chair role adds governance influence over pay-for-performance, clawbacks, and advisor oversight; committee independence affirmed .
- Attendance threshold met; active committee cadence (Compensation met 5x in 2024) supports engagement .
- Anti-hedging/pledging policy and clawback policy in place; 2023 restatement did not trigger compensation recovery due to non-financial metrics basis, limiting misalignment risk .
-
Watch items
- Management engaged Compensia for executive compensation advice (rather than committee initiating); committee retains authority to hire advisors, but continued vigilance on advisor independence is warranted .
- No specific director stock ownership guideline multiples disclosed; NomGov oversees, but compliance metrics not provided (monitor for future disclosure) .
-
Conflicts/Related-Party exposure
- Proxy’s related-party section lists SPAC/Sponsor arrangements and registration rights; no related-party transactions disclosed involving DiLullo .
- Delinquent Section 16(a) report lists late filings for certain parties; none noted for DiLullo in 2024 .
Director Compensation (2024 actual)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| John D. DiLullo | $0 | $90,516 | $90,516 |
Vesting: RSUs awarded to directors vest 100% on May 31, 2025 .
Committee Assignments
| Committee | Role |
|---|---|
| Compensation Committee | Chair |
| Audit Committee | Not a member |
| Nominating & Governance Committee | Not a member |
Insider Trades and Filings
| Item | Status |
|---|---|
| Section 16(a) filings (2024) | No late filings reported for DiLullo; late filings noted for others (Sharon Holt; PSP; certain NEOs) |
RED FLAGS: None directly attributable to DiLullo in the proxy disclosure (no related-party transactions; no hedging/pledging; attendance threshold met). Maintain oversight focus on advisor independence and forthcoming disclosure of director ownership guideline metrics .