Roger Biscay
About Roger Biscay
Roger Biscay, age 57, has served as an independent director of D‑Wave Quantum Inc. (QBTS) since August 5, 2022 . He is Senior Vice President and Treasurer at Cisco Systems (since April 2017), with responsibilities spanning corporate finance, investments, FX, risk transfer, safety, security, and business resiliency; he holds an MBA and BS in Finance from the University of San Francisco . The Board has determined he is independent under NYSE listing standards and designated him the Audit Committee financial expert; he chairs the Audit Committee . In 2024, the Board met 10 times and each director attended at least 75% of Board and committee meetings; the Audit Committee met 8 times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems | Senior Vice President & Treasurer | April 2017–Present | Leads finance, cash management, FX, risk transfer, safety/security/resiliency |
| Royal Bank of Canada | Senior financial markets roles (fixed income, ECM, FX) | Prior years (dates not specified) | Capital markets expertise |
| Banque Paribas | Senior financial markets roles | Prior years (dates not specified) | International markets experience |
| Lehman Brothers | Senior financial markets roles | Prior years (dates not specified) | Multi-asset markets experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wasabi Technologies | Director; Audit Committee member; Chair of Nomination, Governance & Sustainability Committee | Since Aug 2021 | Governance leadership and audit oversight |
Interlocks/context: Steven M. West (QBTS Chair) previously served on Cisco’s board (1996–2019), while Biscay is a current Cisco executive; no related‑party transactions are disclosed involving Biscay, and the Board affirms his independence .
Board Governance
- Committee assignments: Audit Committee Chair; not listed on Compensation or Nominating & Governance committees in the 2025 proxy committee matrix .
- Independence: Board determined Biscay is independent under NYSE standards; also identified as the Audit Committee financial expert .
- Attendance/engagement: Board met 10 times in 2024; each director attended at least 75% of Board and committee meetings. Audit Committee met 8 times in 2024 .
- Executive sessions: Independent directors meet in executive session at every regularly scheduled Board meeting; the Chair (Steven M. West) presides .
- Risk oversight: Audit Committee responsibilities include financial reporting oversight, compliance, auditor selection/independence, and review of related‑person transactions; Biscay signed the Audit Committee report recommending inclusion of audited 2024 financials in the 10‑K .
Fixed Compensation
| Item | Amount/Policy | 2024 Amount (Actual) |
|---|---|---|
| Annual cash retainer (non‑employee director) | $35,000; paid quarterly | $41,250 (Biscay) |
| Audit Committee Chair retainer | +$20,000 annually | Included in cash total above |
| Committee membership retainer | +$8,000 per committee (non‑chair members) | Not applicable (chair, not member in matrix) |
| Meeting fees | None (no per‑meeting fees) | N/A |
Directors may elect RSUs in lieu of cash for compensation earned after the 2025 Annual Meeting .
Performance Compensation
| Equity Component | Grant Structure | Value/Vesting |
|---|---|---|
| Annual RSU grant | RSUs valued at $140,000 (trailing avg share price); generally vests annually | 2024 stock awards $127,951 (grant‑date fair value) |
| Initial RSU grant for new directors | 7,500 RSUs | Vests on May 31, 2025 (for eligible new directors) |
| Outstanding director RSUs (at 12/31/2024) | 106,626 RSUs (Biscay) | Vests 100% on May 31, 2025 |
- Performance metrics: Director RSUs are time‑based vesting; the proxy does not describe performance metrics for director equity awards .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Conflict Notes |
|---|---|---|---|
| Wasabi Technologies | Private (as disclosed) | Director; Audit member; Chair of NGS | No QBTS related‑party transactions disclosed; Biscay remains independent |
| Cisco Systems | Public (employment role) | SVP & Treasurer | West’s past Cisco board tenure noted; no QBTS related‑party transactions disclosed; independence affirmed |
Expertise & Qualifications
- Finance and risk: Deep treasury, markets, FX, risk transfer, and resiliency oversight; designated Audit Committee financial expert .
- Governance: Chairs QBTS Audit Committee; external chair of Wasabi’s Nomination, Governance & Sustainability Committee .
- Education: MBA and BS in Finance, University of San Francisco .
Equity Ownership
| Metric | As of | Amount |
|---|---|---|
| Total beneficial ownership (Common Shares) | April 9, 2025 | 218,822 shares; <1% of voting power |
| Shares pledged as collateral | April 9, 2025 | None (Company notes no pledges by directors/officers) |
| Outstanding director RSUs | Dec 31, 2024 | 106,626 RSUs, vesting May 31, 2025 |
| Anti‑hedging/anti‑pledging policy | Current | Hedging prohibited; pledging/margin prohibited for directors/officers/employees |
Governance Assessment
- Strengths: Independent Audit Chair with “financial expert” designation; active committee cadence (8 Audit meetings in 2024); anti‑hedging/anti‑pledging policy; time‑based RSUs supporting alignment; ability to elect equity in lieu of cash increases skin‑in‑the‑game potential .
- Ownership alignment: Beneficial ownership of 218,822 shares and outstanding RSUs; no pledging; director equity vests annually, encouraging retention and alignment .
- Conflicts/related‑party exposure: Audit Committee oversees related‑person transactions; proxy does not disclose related‑party transactions involving Biscay; Board affirms his independence .
- Restatement context: Company executed a 2023 restatement (primarily non‑cash/non‑operating items); Audit Committee oversight in place; clawback policy reviewed with recovery deemed not required as incentive plans were based on operational metrics unaffected by the restatement .
- Attendance/engagement: At least 75% attendance threshold met; executive sessions of independent directors occur at every regular Board meeting, supporting independent oversight .
Director Compensation (Detail)
| Component | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $41,250 (Biscay) |
| Stock Awards (Grant‑Date FV) | $127,951 (Biscay) |
| Total | $169,201 (Biscay) |
Policy reference for director pay: $35,000 cash retainer; +$20,000 Audit Chair; members +$8,000 per committee; annual RSUs ~$140,000; no meeting fees .
Insider Trades and Section 16 Compliance
- Section 16 filings: Company reports no pattern of delinquent filings for directors broadly in 2024 besides specified late filings not involving Biscay; no late Form 4s for Biscay noted .
Key Signals for Investors
- Audit leadership and expertise: Biscay’s financial expert status and signing of the Audit Committee report support confidence in financial oversight amid prior restatement remediation .
- Compensation alignment: Equity‑heavy director compensation and RSU election option increase long‑term alignment; lack of meeting fees reduces short‑term incentives .
- Independence and conflicts: Formal independence affirmed; anti‑hedging/pledging policy and related‑party review framework mitigate alignment risks; no pledging and no Biscay‑specific related transactions disclosed .