Alissa Fitzgerald
About Alissa M. Fitzgerald
Alissa M. Fitzgerald (age 55) is an independent Class II director of Rigetti Computing, serving since March 2022; her current term runs through the 2027 Annual Meeting of Stockholders. She is CEO and Managing Member of A.M. Fitzgerald & Associates, LLC (a MEMS and silicon-based product development firm) since 2003, with prior engineering/management roles at Orbital Sciences Corporation and the Jet Propulsion Laboratory; she holds a Ph.D. in aeronautics and astronautics from Stanford and M.S./B.S. in aeronautics and astronautics from MIT .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A.M. Fitzgerald & Associates, LLC | Chief Executive Officer & Managing Member | 2003–present | Senior executive with deep semiconductor/MEMS expertise |
| Orbital Sciences Corporation | Engineering/Management | Not specified (prior to 2003) | Aerospace engineering experience |
| Jet Propulsion Laboratory | Engineering/Management | Not specified (prior to 2003) | Advanced R&D background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SEMI MEMS Standards Committee | Member | 2015–2025 | Industry standards involvement |
| Transducer Research Foundation | Board of Directors | 2016–2024 | Non-profit board service |
| MEMS Industry Group (MIG) | Board of Directors | 2008–2014 | Industry association leadership |
Board Governance
- Independence: The Board affirmatively determined Dr. Fitzgerald is “independent” under Nasdaq listing standards; all Audit, Compensation, and Nominating & Corporate Governance Committee members meet applicable independence standards .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; not listed as chair (Audit chaired by Cathy McCarthy through 2025 Annual Meeting; Michael Clifton to become chair; Nominating chaired by H. Gail Sandford) .
- Attendance and engagement: Board met 6 times in FY 2024; each director attended at least 75% of Board and committee meetings; non-management directors held 4 executive sessions; all directors attended the 2024 annual meeting .
- Board leadership: Independent Chairman (Thomas J. Iannotti) with authority to set agendas and preside—including independent director sessions—supporting oversight efficacy .
Fixed Compensation
| Component (FY 2024) | Amount ($) | Source/Notes |
|---|---|---|
| Annual Board Service Retainer | 36,000 | Paid quarterly, vested on payment |
| Audit Committee Member Retainer | 9,000 | Member (not chair) |
| Nominating & Corporate Governance Member Retainer | 4,050 | Member (not chair) |
| Total Cash (reported) | 49,050 | Matches policy components above |
- Policy change effective April 1, 2025: Annual Board retainer increased to $40,000; committee member retainers increased to Audit $10,000, Compensation $7,200, Nominating $5,000; committee chair retainers increased to Audit $20,000, Compensation $15,000, Nominating $10,000 .
Performance Compensation
| Equity Award | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU (FY 2024) | June 18, 2024 | $140,000 fair value | Vests in full on the earlier of next annual meeting or 1-year anniversary, subject to service | Non-employee directors (non-chair) receive annual RSUs; not performance-conditioned |
| Initial RSU (upon appointment) | At appointment | $210,000 fair value | 1/3 annually over 3 years, subject to service | For non-chair directors pre–Apr 1, 2025 |
| Outstanding RSUs (unvested) | 12/31/2024 | 156,372 units | See award agreements | As of FY-end |
| Outstanding Options (vested) | 12/31/2024 | 98,372 shares underlying options (vested) | Vested | Director option holdings (vested) |
- Director equity structure for non-chair directors is time-based RSUs without performance metrics; the Chair receives options per policy (Fitzgerald is not Chair) .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Dr. Fitzgerald .
- Shared directorships/conflicts: No related-party transactions involving Dr. Fitzgerald disclosed; Company maintains a related person transactions policy requiring Audit Committee review and recusal where applicable .
- Sponsor arrangements: Sponsor Support Agreement terms relate to Supernova Sponsor holders, not specifically to Dr. Fitzgerald; no conflict for her disclosed .
Expertise & Qualifications
- Advanced technical expertise in MEMS/semiconductor and electronics; senior executive experience at A.M. Fitzgerald & Associates .
- Education: Ph.D. (Stanford), M.S./B.S. (MIT) in aeronautics and astronautics .
- Audit committee financial expert: The Board designated Cathy McCarthy and Michael Clifton as “audit committee financial experts”; Dr. Fitzgerald is not designated as such but serves on the audit committee .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Composition |
|---|---|---|---|
| Alissa M. Fitzgerald | 98,373 | <1% | 1 common share + 98,372 shares subject to options exercisable within 60 days of April 1, 2025 |
- Additional outstanding director equity (as of 12/31/2024): 156,372 unvested RSUs .
- Hedging/pledging: Company insider trading policy prohibits hedging, short selling, derivative trading, purchasing on margin, and pledging shares, supporting alignment with shareholders .
Governance Assessment
- Committee work and independence: Dual service on Audit and Nominating & Corporate Governance committees, with Board-confirmed independence, supports robust oversight of financial reporting and governance processes .
- Attendance and engagement: Meets or exceeds attendance thresholds; participation in executive sessions and annual meeting indicates active oversight .
- Compensation alignment: 2024 director pay was predominantly equity (RSUs) with modest cash retainers, aligning director incentives with shareholder outcomes; RSU vesting tied to continued service rather than performance metrics (typical for small-cap tech boards) .
- Ownership: While beneficial ownership is <1%, she holds vested options and unvested RSUs; Company’s anti-hedging/pledging policy mitigates misalignment risks .
- Potential conflicts/RED FLAGS: No related-party transactions disclosed for Dr. Fitzgerald; no hedging or pledging permitted; no legal proceedings or investigations noted in proxy sections reviewed. Compensation policy increases effective April 1, 2025 raise retainers and RSU values but apply broadly and do not signal director-specific pay anomalies .
- Overall: Technical depth in semiconductor/MEMS and long-standing executive experience complement Rigetti’s hardware-centric quantum strategy; committee roles and independence, combined with attendance, support investor confidence in governance quality .