Rohit Ghai
About Rohit Ghai
Independent Class II director of D‑Wave Quantum (QBTS) since October 28, 2024; age 55 as of April 11, 2025. He is CEO of RSA Security (since 2017) and brings deep software, systems, and cybersecurity expertise; education includes a B.S. in Computer Science from IIT Roorkee and an M.S. in Computer Science from the University of South Carolina . The Board has affirmatively determined he is independent under NYSE standards; independent directors meet in executive session at each regularly scheduled board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RSA Security | Chief Executive Officer | 2017–present | Leads identity and access management company; director since 2020 . |
| Dell EMC – Enterprise Content Division | President | Not disclosed | Senior leadership prior to RSA . |
| Symantec | Senior engineering/management roles | Not disclosed | Enterprise software/security experience . |
| Computer Associates | Senior engineering/management roles | Not disclosed | Enterprise software experience . |
| Cheyenne Software | Senior engineering/management roles | Not disclosed | Enterprise software experience . |
External Roles
| Company/Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Pegasystems (NASDAQ: PEGA) | Director | Since Jan 2025 | Not disclosed . |
| Everbridge (NYSE: EVBG, while public) | Director | Jan 2023 – Jul 2024 | Not disclosed . |
| RSA Security (private) | Director | Since 2020 | CEO since 2017 . |
Board Governance
| Item | Detail |
|---|---|
| Board class/tenure | Class II director; serving since Oct 28, 2024 . |
| Independence | Board determined independent under NYSE rules . |
| Committees | Compensation Committee (member); Nominating & Governance Committee (member) . |
| Committee chairs | None (Compensation Chair: John DiLullo; N&G Chair: Steven M. West) . |
| Board attendance | Company disclosed each director attended ≥75% of Board/committee meetings while serving in 2024 . |
| Meeting cadence (2024) | Board: 10 meetings; Compensation: 5; Nominating & Governance: 5 . |
| Executive sessions | Independent directors meet in executive session at each regularly scheduled meeting . |
| Anti‑hedging/pledging | Company policy prohibits hedging and pledging by directors . |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (non‑employee director) | $35,000 . |
| Committee member fee (per committee) | $8,000 (Audit/Comp/N&G/Cyber), chair retainers: Audit $20,000; Compensation $15,000; N&G $15,000; Board Chair $30,000 . |
| Meeting fees | None (no attendance fees) . |
| Ghai – cash fees reported (2024) | $0 (joined Oct 28, 2024) . |
Performance Compensation
| Equity element | Grant details | Vesting/Notes |
|---|---|---|
| Annual RSU grant (policy) | RSUs valued at $140,000 (based on trailing average price) for eligible non‑employee directors; prorated for new directors . | Generally vests annually; starting after Annual Meeting, directors may elect RSUs in lieu of cash . |
| New director initial grant | 7,500 RSUs for new eligible non‑employee directors . | Vests 100% on May 31, 2025, subject to continued service . |
| Ghai – equity granted/recognized (2024) | Stock awards: $90,516 (grant‑date fair value under ASC 718) . | RSUs outstanding at 12/31/2024: 87,035 . |
Performance metrics tied to director compensation:
| Metric type | Disclosed? |
|---|---|
| Financial/TSR/ESG performance linkage to director RSUs | None disclosed; director RSUs are time‑based . |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | Pegasystems (since Jan 2025) . |
| Prior public boards | Everbridge (Jan 2023 – Jul 2024) . |
| Committee interlocks | Company discloses no Compensation Committee interlocks/insider participation . |
| Overlaps/interlocks with QBTS stakeholders | None disclosed in proxy . |
Expertise & Qualifications
- Cybersecurity/software executive with experience across startups and large enterprises; expertise in digital transformation for regulated markets .
- Education: B.S. Computer Science (IIT Roorkee), M.S. Computer Science (University of South Carolina) .
- Prior leadership across Symantec, CA, Cheyenne; CEO of RSA since 2017; director at RSA since 2020; director roles at PEGA and previously Everbridge .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 9, 2025) | 87,035 Common Shares; less than 1% of outstanding . |
| RSUs outstanding (12/31/2024) | 87,035 RSUs outstanding . |
| Options | None reported outstanding for Ghai . |
| Pledged shares | Company states, to its knowledge, no Common Shares beneficially owned by any executive officer or director have been pledged as security . |
| Ownership guidelines | Nominating & Governance Committee monitors/recommends director stock ownership guidelines; specific multiples not disclosed in proxy . |
Insider Trades and Section 16 Compliance
| Item | Detail |
|---|---|
| Form 4 transactions (2024) | Not specifically itemized in proxy for Ghai . |
| Section 16(a) compliance (2024) | Company reported no untimely filings by directors/officers/10% holders during 2024 except specified late filings that did not include Ghai . |
Related‑Party Transactions (Conflict Review)
| Item | Detail |
|---|---|
| Transactions involving Ghai | None disclosed in “Certain Relationships and Related Person Transactions” section . |
| Policy | Written related person transaction policy with Audit Committee review/approval; approves only if in best interests of the Company . |
Governance Assessment
- Strengths: Independent director with deep cybersecurity/software operating experience; serves on Compensation and Nominating & Governance committees, key levers for pay design and board refresh; anti‑hedging/anti‑pledging policy strengthens alignment; independent director executive sessions support board independence .
- Alignment: Director pay is equity‑heavy (time‑based RSUs); 2024 cash fees recorded at $0 due to late‑year appointment; outstanding RSUs and initial grant structure create exposure to share price; no pledging permitted .
- Watch items: Early tenure implies low direct ownership (<1%); equity is time‑based (no explicit performance metrics for director grants); multiple external commitments (CEO of RSA and PEGA directorship) warrant monitoring for bandwidth, though no attendance shortfalls disclosed and company states each director met ≥75% attendance in 2024 .
- Conflicts: No related‑party transactions identified involving Ghai; Compensation Committee interlocks/insider participation explicitly none; Section 16 compliance shows no late filings for Ghai .