Yuping Huang
About Yuping Huang
Dr. Yuping Huang (age 46) is Chairman of the Board (since December 10, 2024), Chief Quantum Officer (since June 14, 2022), and was appointed Interim Chief Executive Officer and President effective May 12, 2025 . He founded QPhoton, Inc. and served as its CEO until QUBT acquired it in 2022; he is a Professor of Physics at Stevens Institute of Technology and founding director of the Center for Quantum Science and Engineering; he holds a B.S. in Modern Physics (USTC, 2004) and a PhD in quantum AMO physics (Michigan State University, 2009) . Company performance context: the value of a $100 investment (TSR) ended 2024 at $117 (vs. $6 in 2023 and $11 in 2022) , while FY2024 revenue was ~$0.373 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| QPhoton, Inc. | Founder, Chairman & CEO | 2020–2022 | Led development-stage quantum photonic technologies; company acquired by QUBT in 2022 . |
| Northwestern University | Postdoctoral Fellow, Research Faculty, Principal Investigator | 2009–2014 | Advanced research in quantum physics and optics . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stevens Institute of Technology | Professor of Physics (Assistant 2014–2019; Associate 2019–2023; Full since 2023); Founding Director, Center for Quantum Science and Engineering; Gallagher Associate Professor | 2014–present | Academic leadership and quantum research; talent/collaboration pipeline to QUBT . |
Company Performance (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD Millions) | 0.14 | 0.36* | 0.37 |
| EBITDA ($USD Millions) | -26.78* | -22.94* | -22.14* |
| Net Income ($USD Millions) | -25.98* | -27.02* | -68.54* |
Values with an asterisk were retrieved from S&P Global.
Pay vs. Performance (reported in proxy):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | $11 | $6 | $117 |
| Net income (loss) ($000) | $(26,867) | $(27,883) | $(68,542) |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | $400,300 | $380,369 |
| Target Bonus (% of base) | Up to 30% of Gross Wages (hours × $192.31/hr) | Up to 30% of Gross Wages (hours × $192.31/hr) |
| Actual Bonus Paid ($) | $0 | $33,751 |
| Stock Awards ($) | $106,496 | $0 |
| Option Awards ($) | $0 | $0 |
| Total ($) | $506,796 | $414,120 |
Notes: Dr. Huang’s base-comp structure is hourly at $192.31 (Base Rate), subject to annual review .
Performance Compensation
Annual cash bonus design (metrics not detailed in filings):
| Incentive | Weighting | Target | Actual | Payout & Vesting |
|---|---|---|---|---|
| Annual cash bonus | Not disclosed | Up to 30% of Gross Wages; Board-set milestones | 2023: $0; 2024: $33,751 | Cash, annual . |
Equity awards and vesting (Huang):
| Grant Date | Instrument | Shares | Exercise Price | Vesting Schedule | Expiration | Status/Notes |
|---|---|---|---|---|---|---|
| Oct 12, 2022 | Stock options | 400,000 | $2.37 | 100,000 on grant; 100,000 on each of 12, 24, 36 months post-grant (Oct 12, 2022–2025) | Oct 12, 2027 | As of 12/31/24: 300,000 exercisable; 100,000 unexercisable; final 100,000 vests 10/12/2025 . |
| Feb 19, 2025 | Stock options | 14,350 | $7.96 | Fully vested on Feb 19, 2025 | Feb 19, 2030 | Listed as exercisable 12/31/24; all vested 2/19/25 . |
Clawback: Company states no recovery sought under its Compensation Recovery Policy because it does not award incentive-based compensation tied to financial metrics subject to recovery .
Equity Ownership & Alignment
As of record date April 21, 2025:
| Category | Shares | Notes |
|---|---|---|
| Beneficial ownership | 24,907,508 (17.5% of class) | Largest disclosed holder; address: company HQ . |
| Direct holdings | 21,736,906 | — |
| YH Family Trust of 2025 | 2,000,000 | Wife is trustee . |
| Vested options | 314,350 | — |
| Vested warrants (QPhoton consideration) | 856,252 | QPhoton warrants issued as merger consideration . |
Pledging/Hedging: Insider Trading Policy prohibits pledging, margin, short sales, options, and hedging for directors and officers .
Change vs prior year: Beneficial ownership reported at 24,236,906 (23.99%) as of 2024 record date (95.14M shares outstanding) vs 24,907,508 (17.5%) as of 2025 record date (140.79M shares outstanding) .
Employment Terms
| Term | Key Conditions |
|---|---|
| Agreement dates | Employment agreement dated June 15, 2022; 3-year term ending June 15, 2025 . |
| Base pay | $192.31 per hour (Base Rate), subject to annual review . |
| Bonus eligibility | Up to 30% of Gross Wages (hours × Base Rate), based on Board-approved milestones . |
| Termination (without Cause / Good Reason) | One month of Base Rate × average weekly hours (last 8 weeks), 6 months of benefits; all unvested options accelerate . |
| Change of Control (CoC) | If terminated without Cause/for Good Reason within 12 months of a CoC or acquisition, additional 12 months of Gross Wages; option acceleration as above . |
| Benefits | Eligible for company benefit programs . |
Board Governance and Director Service
| Attribute | Details |
|---|---|
| Board Service | Director since June 14, 2022; Chairman since December 10, 2024; appointed Interim CEO effective May 12, 2025 . |
| Independence | Not independent; five other directors determined independent . |
| Committees | Not a member of Audit, Compensation, or Nominating & Corporate Governance; chairs are Turmelle (Audit), Fagenson (Compensation), Weimer (Nominating) . |
| Board structure | Chairman presides and sets agendas; Board holds executive sessions of independent directors; may appoint a Lead Independent Director if appropriate . |
| Attendance | Board met 16 times in 2024; each director attended ≥75% of meetings/committees served; all six directors attended 2024 annual meeting . |
Director compensation (reference point for non-employee directors): In 2024, non-employee directors received $9,000 per quarter, plus $4,000 per quarter for committee chairs; in 2025, base annual stipend increased to $60,000 with additional stipends for Vice Chair and committee chairs (cash, quarterly) . (Dr. Huang is an employee and Chairman; non-employee director rates shown for governance context.)
Related-Party Transactions and Warrants (QPhoton)
- QPhoton acquisition (closed June 16, 2022): total consideration valued at ~$83.1 million, including 5,802,206 common, 2,377,028 Series B Preferred (10:1 into common), and warrants to purchase up to 7,028,337 shares at $0.0001 per share; consideration to Dr. Huang and Stevens Institute was issued in 2022 .
- QPhoton warrants become exercisable when and if certain pre-existing company options/warrants (as of June 15, 2022) are exercised; as of Dec 31, 2024, 6,325,503 of these QPhoton warrants had been issued; fair value is marked-to-market each period .
- Dr. Huang’s beneficial holdings include 856,252 vested warrants received as QPhoton consideration .
Compensation Structure Analysis
- Mix shift: 2024 compensation for Dr. Huang skewed toward cash (no stock/option awards), with modest bonus ($33,751), down from 2023 when he received $106,496 in stock awards and no bonus .
- Bonus design: Target remains up to 30% of Gross Wages with Board-set milestones; specific performance metrics/weightings not disclosed .
- Equity design: 2022 option grant vests over 3 years with final 100,000 options vesting on Oct 12, 2025; another small grant fully vested Feb 19, 2025—visible upcoming vesting could influence selling windows and supply .
- Clawback: Company indicates no incentive-based awards subject to recovery; no claims made under policy in connection with 2024 restatement .
Risk Indicators & Red Flags
- Financial restatement: 2024 restatement of 2023 and 2022 for acquisition accounting (QPhoton), stock-based compensation, and financing costs; new auditor (BPM LLP) retained after BF Borgers was suspended by the SEC .
- Large losses: Company reported significant net losses (see Pay vs. Performance table) .
- Convertible financing complexity: Streeterville Capital convertible note and associated derivative liability present dilution/valuation complexity .
- Trading/pledging controls: Strict policy prohibits pledging, margin, derivatives, hedging, and short sales by officers/directors .
Equity Ownership & Alignment — Additional Detail
- Ownership concentration: Dr. Huang is the only disclosed >5% holder as of the 2025 record date (17.5%) .
- Policy alignment: Prohibitions on pledging/hedging help mitigate misalignment risks .
- Upcoming vesting/supply: 100,000 options vest on Oct 12, 2025 (strike $2.37); warrants from QPhoton consideration (some already vested) represent a continuing potential source of stock supply .
Employment Terms — Economics and Triggers
- Single-trigger equity acceleration on termination without Cause or for Good Reason; CoC double-trigger cash (additional 12 months Gross Wages) within 12 months post-CoC .
- Term end June 15, 2025 introduces near-term renegotiation/retention risk (now partially mitigated by Interim CEO appointment effective May 12, 2025) .
Investment Implications
- Alignment: A substantial 17.5% beneficial stake and prohibitions on pledging/hedging support alignment with long-term shareholders .
- Retention/continuity: Contract expiration June 15, 2025 and recent appointment as Interim CEO suggest near-term governance/leadership transition dynamics; investors should watch for contract renewal terms, CoC protections, and any equity refresh .
- Supply overhang: Scheduled vesting of 100,000 options on Oct 12, 2025 and previously issued/vested QPhoton warrants represent potential future stock supply events .
- Governance quality: Dual role as Chairman and Interim CEO raises independence considerations, though the Board comprises five independent directors, uses executive sessions, and maintains standing committees led by independent chairs .
- Pay-for-performance: 2024 compensation was mostly cash with a modest bonus and no new equity awards; combined with restatement and significant losses, expect investor scrutiny of incentive design, disclosure of metrics, and future equity grant practices .