Sharon Holt
About Sharon Holt
Sharon Holt (age 60) joined D-Wave Quantum Inc.’s Board on November 22, 2024, and serves as an independent Class I director with a term expiring at the 2026 annual meeting . She is a veteran semiconductor and technology operator and investor, co‑founder and principal of Fraser Stuart Ventures, with prior senior roles at Rambus and Agilent/HP, and significant public board experience (current director and Compensation Committee Chair at Infinera; former Immersion director and Board Chair) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rambus Inc. | SVP, Sales, Licensing & Marketing; SVP & GM, Semiconductor Business Group | 2004–2012 | Led licensing, sales, and semiconductor business operations |
| Agilent Technologies (Semiconductor Products Group, now Broadcom) | VP & GM, Americas Field Operations; prior sales ops roles | 1999–2004 | Oversaw regional sales/technical support across ASICs, ASSPs, optical and wireless ICs |
| Hewlett-Packard (Semiconductor Products Group) | Applications Engineering, Sales, Distribution Channel Management | 1986–1999 | Progressive technical/commercial roles in semiconductors |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Infinera Corporation (NASDAQ: INFN) | Director; Chair, Compensation Committee; former Chair, Nominating & Governance | Since June 2019 | Leads Comp Committee; prior governance committee chair |
| Immersion Corporation (NASDAQ: IMMR) | Director; Chairman of the Board; Lead Independent Director; Chair of N&G; Chair of Compensation; Audit member | 2016–2021 | Multiple leadership roles across key committees |
| Fraser Stuart Ventures, LLC | Co‑founder & Principal | Since Feb 2016 | Private investment and advisory firm |
| Education | B.S., Electrical Engineering (Virginia Tech) | — | Technical foundation for semiconductor/tech oversight |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Ms. Holt is independent under NYSE standards |
| Committees (QBTS) | Audit Committee member (not chair) |
| Audit Committee activity | Committee met 8 times in 2024; issued Audit Committee Report recommending inclusion of 2024 audited financials (members: Biscay (Chair), Holt, West) |
| Board attendance | Board met 10 times in 2024; each director attended at least 75% of Board and committee meetings served |
| Board structure | Classified board; Holt is Class I (term ends 2026) |
| Executive sessions | Independent directors meet in executive session at each regularly scheduled Board meeting |
| Leadership | Independent Chair (Steven M. West); Lead Director used if Chair not independent |
| Comp consultant | Compensia engaged as independent compensation consultant in 2024 |
Fixed Compensation
| Component | Policy Detail (Non-Employee Directors) | Sharon Holt – 2024 Actual |
|---|---|---|
| Annual cash retainer | $35,000 | $0 Fees earned in 2024 (appointed 11/22/2024; fees paid quarterly) |
| Committee member fee | $8,000 per committee (non‑chair) | $0 in 2024 |
| Committee chair retainers | Chair of Board: $30,000; Audit Chair: $20,000; Compensation Chair: $15,000; Nominating & Governance Chair: $15,000 | N/A (not a chair) |
| Meeting fees | None paid | None |
| Cash/equity election | Directors may elect RSUs in lieu of cash after the 2025 Annual Meeting | N/A for 2024 |
Performance Compensation
| Equity Element | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant | Policy: $140,000 RSUs (trailing average price) | Generally annual vesting | New directors also receive an initial 7,500 RSUs vesting May 31, 2025 |
| 2024 Stock awards (Holt) | $178,961 | Director RSU grants vest 100% on May 31, 2025 | Holt’s 2024 compensation mix was 100% equity; $0 cash |
| Options | None granted to Holt (2024) | — | — |
| Performance metrics | None disclosed for director equity; RSUs are time‑based (no EPS/TSR hurdles) | — | — |
Other Directorships & Interlocks
- Current public board: Infinera, Compensation Committee Chair; prior public board: Immersion (2016–2021), including Board Chair and multiple committee chairs .
- Related-party/transactions: No related person transactions disclosed involving Ms. Holt; Board maintains a related party transaction policy with Audit Committee oversight .
- Independence preserved: Board expressly concluded Ms. Holt has no relationships impairing independence .
Expertise & Qualifications
- Semiconductor and licensing executive background (Rambus; Agilent/HP) .
- Deep compensation/governance experience (chairs comp and N&G committees at other public companies) .
- Technical education (B.S. EE, Virginia Tech) supporting oversight in advanced computing/semiconductors .
- Audit Committee service at QBTS with exposure to financial reporting and restatement oversight context .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (as of April 9, 2025) | 61,079 Common Shares (<1%) |
| Outstanding director RSUs at 12/31/2024 | 61,079 RSUs (vest 100% on May 31, 2025) |
| Options | None outstanding (director) |
| Shares pledged | None known; “no Common Shares … have been pledged as security” (officers/directors) |
| Hedging/pledging policy | Company prohibits hedging and pledging of Company stock for directors, officers, employees |
Governance Assessment
-
Positives
- Independent director with robust public company committee leadership (Compensation and N&G) and deep semiconductor/commercial experience—valuable for QBTS’s go‑to‑market and governance rigor .
- Serves on QBTS Audit Committee; committee issued a clean process report and met 8x in 2024, indicating active oversight .
- Strong alignment: director pay is equity‑heavy; Holt’s 2024 comp was 100% RSUs, and policy allows electing equity in lieu of cash going forward .
- Anti‑hedging/anti‑pledging policies reduce misalignment risk; no pledging disclosed .
- Attendance threshold met (≥75%) at Board/committee level for 2024 .
-
Watch items / RED FLAGS
- Administrative filing lapse: one late Form 4 filed on Holt’s behalf to report one transaction (minor but noteworthy for controls) .
- Short QBTS tenure (appointed Nov 2024) limits direct track record on this board; effectiveness will be clearer after a full cycle (including Audit and director equity election implementation) .
- Company restatement for 2020–2023 periods was determined prior to Holt’s appointment; while not tied to her, broader financial reporting risk oversight remains a board priority (Clawback policy in place; no clawback triggered) .
Overall: Holt brings relevant operating and compensation/governance expertise and is equity‑aligned, with independence affirmed and Audit Committee involvement—a constructive governance profile for investor confidence, with minor administrative filing timeliness flagged and tenure still early .