Kirstjen Nielsen
About Kirstjen Nielsen
Kirstjen Nielsen, 52, is an independent Class III director of D‑Wave Quantum Inc. (QBTS) since January 10, 2023. She is a former U.S. Secretary of Homeland Security (2017–2019) and is President/Founder of Lighthouse Strategies (2019–present). Nielsen holds a B.S. in Foreign Service from Georgetown University and a J.D. from the University of Virginia School of Law, with core credentials in homeland security, cybersecurity, and critical infrastructure protection .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Homeland Security | Secretary (6th) | 2017–2019 | Led ~240,000 employees; oversaw ~$70B total annual budget authority; advanced homeland/national security policy and operations . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lighthouse Strategies | President & Founder | 2019–present | National security consultancy focused on emerging technology & threats . |
| Univ. of South Florida – Global & National Security Institute | Board of Advisors | Current | Advisory board member . |
| Global Resilience Federation | Board Member | Current | Board service in resilience/security collaboration . |
| National Defense University Foundation | Board Member | Current | Board service . |
| Homeland Security Today | Editorial Board Member | Current | Editorial oversight/input . |
| Homeland Security Experts Group | Co‑chaired cyber & critical infrastructure working groups | Past/Current | Bipartisan policy working groups . |
| Various emerging tech companies & charities | Advisor | Current | Advisory roles (not specified) . |
Board Governance
- Independence: The Board determined Nielsen is independent under NYSE standards .
- Committees and roles:
- Compensation Committee – Member (not Chair) .
- Nominating & Governance Committee – Member (not Chair) .
- Attendance/engagement:
- The Board met 10 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Independent directors hold executive sessions at each regular Board meeting; chaired by the independent Board Chair (Steven M. West) .
- Leadership structure & risk oversight: Chair role separated from CEO; Board and committees oversee strategic, financial, compliance and cybersecurity risks; a Cybersecurity Committee was recently established (Nielsen not listed as member) .
Fixed Compensation
| Component | Structure/Amount | Notes |
|---|---|---|
| Annual cash retainer | $35,000 per year | Paid quarterly; no per‑meeting fees . |
| Committee chair retainers | Audit $20,000; Compensation $15,000; Nominating & Governance $15,000; Cybersecurity $15,000 | In addition to base retainer . |
| Committee member retainers | $8,000 per committee (non‑chair) | Per committee membership . |
| Nielsen – 2024 Cash Fees | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 43,420 | As reported for 2024 . |
Performance Compensation
| Component | Structure/Amount | Vesting/Notes |
|---|---|---|
| Annual director equity | RSUs valued at $140,000 | Generally vest annually; new directors also receive an initial 7,500 RSUs vesting May 31, 2025; directors may elect RSUs in lieu of cash after the Annual Meeting . |
| Nielsen – 2024 stock awards | $187,676 | Includes $59,725 from a prorated award pertaining to the previous annual term; RSUs vest May 31, 2025 . |
Director equity is time‑based RSUs; the proxy does not disclose performance‑conditioned metrics for director compensation .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Nielsen . |
| Compensation Committee interlocks | None; no officer‑director cross‑service disclosed for the Company’s compensation committee . |
Expertise & Qualifications
- National/homeland security, cybersecurity, critical infrastructure; extensive government/private sector advisory experience .
- Education: B.S. Georgetown University (Foreign Service); J.D. University of Virginia School of Law .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Common Shares) | 177,057 (<1%) | As of April 9, 2025; less than one percent of total voting power . |
| RSUs outstanding (12/31/2024) | 106,626 | RSUs vest 100% on May 31, 2025 . |
| Stock options | None outstanding | As of 12/31/2024 . |
| Hedging/pledging | Prohibited by policy | Anti‑hedging and anti‑pledging policy applies to directors . |
| Shares pledged | None | “To our knowledge, no Common Shares beneficially owned by any executive officer or director have been pledged as security” . |
Governance Assessment
- Committee influence and independence: Nielsen is independent and serves on Compensation and Nominating & Governance—key levers for pay design, board refreshment, and governance standards; presence supports board independence and oversight .
- Security/cyber expertise: Her DHS leadership and cyber/critical infrastructure focus are relevant to QBTS’s risk oversight and the newly established Cybersecurity Committee, even though she is not listed as a member .
- Engagement: Board met 10 times in 2024; all directors met at least the 75% attendance threshold; independent director executive sessions occur each meeting, supporting governance quality .
- Pay/Alignment: Director pay combines modest cash with predominant equity via time‑vested RSUs, aligning with shareholder interests though not explicitly performance‑conditioned (typical for non‑employee directors). Nielsen’s 2024 mix: $43.4k cash and $187.7k equity .
- Ownership/Policies: Nielsen’s beneficial ownership is below 1%, with outstanding RSUs; anti‑hedging/anti‑pledging policy and no pledged shares support alignment and risk control .
- Conflicts/related parties: No related‑party transactions involving Nielsen are disclosed; the company maintains a formal related‑person transaction policy .
- Clawback and restatement context: The Board adopted a clawback policy compliant with NYSE rules; a 2023 restatement was completed, with no impact on incentive compensation measures that would trigger recovery; provides broader governance context (applies to officers and incentive‑based pay) .
No red flags identified in the proxy specific to Nielsen (no attendance issues, no related‑party transactions, no pledging, and independence affirmed) .