Javad Shabani
About Javad Shabani
Independent director since April 19, 2024; age 43 as of the proxy date. Professor of Physics at NYU and Director of the NYU Center for Quantum Information Physics, with 13+ years of experience in advanced physics and quantum information, 4 patents, and 85+ publications. Education includes dual B.S. degrees (Physics and Electrical Engineering), M.S. (UC Santa Cruz), M.A. and Ph.D. (Princeton, Electrical Engineering) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYU Physics Department | Professor; Director, NYU Center for Quantum Information Physics | Assistant Prof (2017–2022), Associate Prof (2022–2024), Professor/Center Director (2024–present) | Leads research in quantum information physics |
| City College of New York, Physics | Assistant Professor | 2015–2017 | Academic research and teaching |
| UCSB, California NanoSystems Institute | Project Scientist; Postdoctoral Fellow | 2012–2015 (Postdoc 2012–2014; Project Scientist 2014–2015) | Quantum devices research |
| Harvard University, Physics | Postdoctoral Fellow | 2011–2012 | Quantum physics research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| QUBT Technical Advisory Board | Member (prior to board appointment) | Before Apr 19, 2024 | Received a stock grant for service prior to joining Board |
| NYU Center for Quantum Information Physics | Director | 2024–present | Leadership in quantum information research |
Board Governance
- Independence: Board affirmatively determined Shabani is independent under Nasdaq and Exchange Act criteria .
- Board and Committee Attendance: Board met 16 times in 2024; each director attended at least 75% of Board and committee meetings; all then-serving directors attended the 2024 annual meeting .
- Committee Assignments (2025):
- Compensation Committee member (Chair: Robert Fagenson) .
- Nominating & Corporate Governance Committee member (Chair: Carl Weimer) .
| Committee | Role | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Not a member | Michael Turmelle | 7 |
| Compensation | Member | Robert Fagenson | 1 |
| Nominating & Corporate Governance | Member | Carl Weimer | 1 |
Additional governance practices:
- Executive sessions: The Board holds executive sessions of independent directors; may review leadership structure periodically .
- Hedging policy: Company prohibits directors, officers, and employees from hedging Company securities .
Fixed Compensation
- 2024 Board Cash Fees: $27,320 for Shabani (prorated from April 19, 2024 appointment; standard in 2024 was $9,000 per quarter for directors, plus $4,000 per quarter for committee chair roles; Shabani was not a chair) .
- 2025 Director Cash Stipends (Board-approved increase): Base annual stipend of $60,000; additional annual stipends—$12,000 to Vice Chairman, $12,000 to Audit Chair, $6,000 to Chairs of Risk, Compensation, and Nominating & Governance; paid quarterly .
| Year | Cash Retainer/Fees | Committee Chair Fees | Notes |
|---|---|---|---|
| 2024 | $9,000 per quarter (director) | $4,000 per quarter (chair) | Shabani cash received: $27,320 |
| 2025 | $60,000 annual base | $12,000 Vice Chair; $12,000 Audit Chair; $6,000 Risk/Comp/Nom Gov Chairs | Payable quarterly |
Performance Compensation
- 2024 Equity Awards to Shabani: Stock awards $12,376; Option awards $27,433 (reflecting equity compensation; no performance-conditioned metrics disclosed for director equity) .
- Company states it does not grant equity awards timed around MNPI releases and does not award incentive-based compensation subject to clawback based on financial metrics; no clawback recoveries occurred given current structure .
| Year | Stock Awards ($) | Option Awards ($) | Performance Metrics Tied to Director Pay |
|---|---|---|---|
| 2024 | $12,376 | $27,433 | None disclosed |
Other Directorships & Interlocks
- Public company boards (current/past 5 years): None disclosed for Shabani .
- Interlocks/Shared directorships with competitors/suppliers/customers: None disclosed .
Expertise & Qualifications
- Technical expertise: Quantum physics and electrical engineering; 4 patents; 85+ publications; awards include IBM Q Scholar (2021), USAF and US Army Young Investigator Awards (2016) .
- Board qualification: Scholarship and engineering experience suited to guiding QUBT’s quantum technology strategy .
Equity Ownership
- Beneficial ownership (as of April 21, 2025 Record Date): 118,179 shares (0.1% of class), consisting of 22,960 shares owned and 95,219 shares underlying vested, exercisable options (within 60 days) .
- Pledging/Hedging: Company prohibits hedging; no pledging disclosed for Shabani .
| Holder | Common Stock Beneficially Owned | Percent of Class | Composition |
|---|---|---|---|
| Javad Shabani | 118,179 | 0.1% | 22,960 shares owned; 95,219 vested options |
Governance Assessment
- Strengths:
- Independence affirmed; serves on two key governance committees (Compensation; Nominating & Governance), aligning expertise with oversight of pay and board composition .
- Attendance adequate (≥75% of meetings) and participation in a board with robust meeting cadence (16 board meetings in 2024) .
- Modest “skin in the game” via beneficial ownership and vested options; hedging prohibited, supporting alignment .
- Watch items / potential red flags:
- Compensation Committee met only once in 2024, which may signal limited formal cadence of pay oversight relative to best practices; monitor 2025 frequency .
- Company restated 2023/2022 financials and changed auditors after SEC actions against prior auditor; while not attributed to Shabani, restatement risk elevates scrutiny of overall board oversight and audit quality .
- No disclosed performance targets for director equity awards (typical, but reduces explicit pay-for-performance linkage at the board level) .
- Conflicts/Related-party:
- No related-party transactions >$120,000 involving directors/officers since last fiscal year (other than standard compensation) .
- Shabani’s nomination was recommended by then-CEO William McGann; independence reviewed and affirmed by Board .
Notes on Independence, Engagement, and Policy Signals
- Independence: Affirmed for Shabani and majority of board (5 of 6 independent) .
- Executive sessions: Independent directors hold executive sessions; Board may appoint a Lead Independent Director depending on circumstances (none disclosed currently) .
- Director cash compensation increased in 2025, enhancing market competitiveness; equity practices for directors in 2025 not specifically detailed in proxy beyond cash stipends .
- Insider trading: Formal policy in place; hedging prohibited; policy filed as Exhibit 19.1 to 2024 Form 10-K .