John Markovich
About John Markovich
John M. Markovich, age 68, is Chief Financial Officer of D-Wave Quantum Inc. (QBTS); he has served as CFO since August 2022 and previously as CFO of D‑Wave Systems since August 2021 . He holds a BS in Business from Miami University and an MBA from the Michigan State Graduate School of Business . His background spans nearly thirty years of executive financial leadership across public and private technology companies, directing finance, accounting, treasury, M&A, IR, legal, operations, and IT, with over 150 transactions totaling more than $2.5B in value . The proxy does not disclose company TSR, revenue growth, or EBITDA growth targets/outcomes specific to his tenure; bonus plans reference corporate objectives focused on product/technology development, financial metrics, and customer sales .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| D-Wave Quantum Inc. | Chief Financial Officer | Aug 2022–present | CFO of public quantum computing company; oversees finance and capital markets |
| D-Wave Systems Inc. | Chief Financial Officer | Aug 2021–Aug 2022 | Led finance during SPAC-related transaction; managed multi-function oversight |
| XANT, Inc. | Chief Financial Officer | Jun 2019–Jul 2020 | CFO of AI-powered SaaS sales enablement firm |
| OmniGuide Holdings, Inc. | Chief Financial Officer | Aug 2016–May 2019 | PE-backed medical device manufacturer; CFO for multinational operations |
| Consulting (own firm) | Principal | Aug 2020–Jul 2021 | Advised early-stage technology companies on financial/strategic matters |
| Optical Coating Laboratories, Inc.; Tickets.com Inc.; Emcore Corp.; Auto-By-Tel.com, Inc.; Energy Innovations, Inc.; Veritone, Inc. | Various CFO/senior finance roles | Not disclosed | Led finance at multiple public/private tech companies; negotiated major financings/M&A |
External Roles
No current external board or committee roles are disclosed for Mr. Markovich in the proxy. Skip if not disclosed.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $400,000 | $430,000 |
| Notes on Salary | Target bonus % set at 70% of base (effective Sep 1, 2022) | Base increased to $440,000 effective Apr 1, 2024 |
| Actual Cash Bonus Paid ($) | $179,200 (for FY2023, paid Jan 10, 2024) | $283,360 (for FY2024, paid Feb 14, 2025) |
| Non-Equity Incentive Plan Basis | Corporate + personal objectives; product/technology, financial metrics, customer sales | Corporate + personal objectives; product/technology, financial metrics, customer sales |
Performance Compensation
| Component | Grant/Payment Date | Metric(s) | Target/Weighting | Actual | Payout / Vesting Terms |
|---|---|---|---|---|---|
| Annual Cash Incentive (AIP) | 2023 bonus paid Jan 10, 2024 | Corporate + personal objectives (product/tech dev, financial metrics, customer sales) | Target bonus 70% of base | $179,200 | Cash paid; also fully vested grants of 120,826 options at $0.846 and 96,661 RSUs issued on Jan 10, 2024 |
| Annual Cash Incentive (AIP) | 2024 bonus paid Feb 14, 2025 | Corporate + personal objectives (same framework) | Target bonus 70% of base | $283,360 | Cash paid |
| RSU Refresh | Mar 27, 2023 | Equity retention (time-based) | Not disclosed | 200,000 RSUs | 25% vested Mar 27, 2024; remainder quarterly through Mar 27, 2027 |
| RSU Refresh | Mar 27, 2024 | Equity retention (time-based) | Not disclosed | 150,000 RSUs | 25% vests Mar 27, 2025; remainder quarterly through Mar 27, 2028 |
| RSU Refresh | Mar 6, 2025 | Equity retention (time-based) | Not disclosed | 430,360 RSUs | Vests in 16 equal quarterly installments through Mar 6, 2029 |
| Option Awards (historical) | Aug 20, 2021 grant; Jan 10, 2024 grant | Option-based alignment | Not disclosed | 1,687,602 initial options in 2021 per employment agreement ; 120,826 options at $0.846 fully vested Jan 10, 2024 | Remaining 250,216 options vest monthly through Aug 20, 2025 (exercise price $0.92; expire Aug 20, 2031) |
Notes: The proxy does not disclose specific weighting or performance targets for CFO bonuses; awards are primarily time-based RSUs and options with disclosed schedules .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Common Shares) | 2,188,585 Common Shares; less than 1% of voting power |
| Shares Pledged as Collateral | None; “no Common Shares beneficially owned by any executive officer or director have been pledged as security” |
| Insider Hedging/Pledging Policy | Prohibits hedging transactions and purchasing securities on margin or pledge for directors, officers, and employees |
| Options – Exercisable | 1,251,170 at $0.92 (exp. 8/20/2031); plus 120,826 at $0.8455 (exp. 1/10/2034) |
| Options – Unexercisable | 250,216 remaining; vest monthly through Aug 20, 2025 |
| RSUs – Unvested | 481,250 total unvested at 12/31/2024; market value $4,042,500 (at $8.40/share) |
| Upcoming RSU Vesting Triggers | 218,750 vest Oct 27, 2025; 112,500 vest quarterly through Mar 27, 2027; 150,000 vest 25% on Mar 27, 2025, remainder quarterly through Mar 27, 2028 |
| 2025 RSU Grant | 430,360 RSUs on Mar 6, 2025; vest in 16 quarterly tranches through Mar 6, 2029 |
| Ownership Guidelines | Compensation Committee monitors executive ownership guidelines; specific multiples/compliance status not disclosed |
Market reference: Company closing price was $8.40 on 12/31/2024 (used in RSU market value footnote) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Original Aug 2021; amended Sep 2022 and Apr 1, 2024 |
| Base Salary & Target Bonus | 2024 base $400,000, increased to $440,000 effective Apr 1, 2024; target bonus 70% of base (effective Sep 1, 2022) |
| Severance | If terminated without cause: 12 months’ base salary |
| Change-of-Control | Double-trigger: if terminated without cause within 12 months after a change in control, the portion of outstanding equity that would have vested in the next 24 months fully vests |
| Clawback | Company adopted NYSE-compliant clawback policy; 2023 restatement did not trigger recovery as bonuses were based on operating metrics unaffected by adjustments |
| Option Exercise Post-Termination | Exercise period extended to one year post-termination in consideration of accepting the clawback policy (accepted Oct 23, 2023) |
| Restrictive Covenants | Confidentiality, invention assignment, one-year non-solicitation of employees |
Compensation Structure Analysis
- Shift toward RSUs: Annual equity refresh grants in 2023, 2024, and 2025 are RSUs with time-based vesting, indicating emphasis on retention and alignment vs. option-only grants .
- Bonus-linked equity issuance: For FY2023 bonus, fully vested RSUs and options were granted in addition to cash, reinforcing compensation competitiveness while maintaining immediate alignment .
- Governance protections: NYSE-compliant clawback policy and strict anti-hedging/anti-pledging policies reduce misalignment risk and discourage opportunistic trading behavior .
Risk Indicators & Red Flags
- Accounting Restatement: In Jan 2024, the company restated financial statements for 2020–2023; restatement primarily affected non-cash/non-operating items; clawback not triggered as incentive plans were based on unaffected operating metrics .
- Section 16 Filing Timeliness: Two late Form 4 filings for Mr. Markovich in 2024 (company-filed on his behalf), a minor compliance lapse but monitored by the company .
- Going Concern/Controls History: PwC’s prior audit opinion included a going-concern emphasis and noted a material weakness in the 2022 close process; Grant Thornton appointed in Aug 2023; company repaid its $30M term loan in 2024 .
Director/Committee Context (for governance landscape)
- Compensation Committee members: John DiLullo (Chair), Rohit Ghai, Kirstjen Nielsen; independent; uses Compensia for executive compensation advice .
- Anti-hedging/anti-pledging and stock ownership guideline oversight resides with the Compensation Committee .
Investment Implications
- Alignment and retention: Double-trigger change-of-control vesting and one-year post-termination option exercise window reduce forced turnover risk; extensive time-based RSU schedules through 2029 support continuity but create predictable vesting supply that could contribute to insider selling pressure around quarterly vest dates .
- Skin-in-the-game: Beneficial ownership at <1% suggests limited direct equity stake; however, significant in-the-money options and sizable RSU overhang tie long-term value realization to share performance; hedging/pledging prohibitions strengthen alignment .
- Governance and controls: Restatement and historical control weakness are monitored; clawback framework, independent audit oversight, and debt repayment in 2024 mitigate financial risk signals, but investors should track future control disclosures and insider trading activity around vesting dates .