Gail Sandford
About H. Gail Sandford
H. Gail Sandford, NACD.DC, has served as an independent director of Rigetti since March 2022. She brings a background in managing large, complex technical programs and significant government contract experience, with prior senior operating roles across aerospace, energy, and medtech. She holds a B.S. in physics (North Georgia College), an M.S. in engineering (The George Washington University), and an MBA (University of Southern California) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Aerospace Corporation | Principal Director, Business Transformation Office | Mar 2023 – Apr 2025 | Led transformation initiatives |
| Recros Medica | Chief Operations Officer | 2017 – Apr 2022 | Aesthetic medical device operations leadership |
| EcoSmart Solution | Business Process Consultant | May 2022 – Mar 2023 | Process consulting in sustainable energy solutions |
| PFMG Solar | Chief Operations Officer | 2011 – 2017 | Operations for municipal/school solar developer |
| SM&A (publicly traded) | Vice President | Prior to 2011 | Business capture/program support for U.S. government clients |
| Boeing | Director, Proprietary Programs | Prior | Led delivery of a novel classified space system |
External Roles
| Organization | Role | Status |
|---|---|---|
| The Aerospace Corporation | Principal Director, Business Transformation Office | Ended Apr 2025 |
| A.M. Fitzgerald & Associates; Transducer Research Foundation; MEMS Industry Group | Not Sandford roles; listed for other directors | Not applicable to Sandford |
Board Governance
- Independence: Board determined Sandford is independent under Nasdaq standards; all committee independence standards met .
- Committee memberships (2024): Audit (member; served until Nov 2023, reappointed Feb 2024), Nominating & Corporate Governance (Chair) .
- Board/committee activity: Board met six times in FY2024; each director attended ≥75% of board and committee meetings; non-management directors held four executive sessions; all directors attended the 2024 annual meeting .
- Nominating & Governance remit (as Chair): Governance principles, director selection, board recommendations, and CEO/senior management succession planning .
- Audit remit (as member): Financial reporting, internal controls, auditor oversight, compliance, cybersecurity sub-committee oversight; Audit financial experts designated among other members .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 4 | Served until Nov 2023; reappointed Feb 2024 |
| Nominating & Corporate Governance | Chair | 4 | Committee consists of Sandford (Chair) and Dr. Fitzgerald |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash (Director Compensation) | $51,641 | Paid per Non-Employee Director Compensation Policy |
| Annual Board Service Retainer (policy until Apr 1, 2025) | $36,000 | For all eligible directors |
| Committee Member Retainers (policy until Apr 1, 2025) | Audit: $9,000; Compensation: $5,400; Nominating: $4,050 | Not applicable to chairs |
| Committee Chair Retainers (policy until Apr 1, 2025) | Audit: $18,000; Compensation: $10,800; Nominating: $8,100 | Sandford is Nominating Chair |
| Policy increases effective Apr 1, 2025 | Board: $40,000; Chair add-on: $37,500; Audit Chair: $20,000; Compensation Chair: $15,000; Nominating Chair: $10,000; Committee Members: Audit $10,000; Compensation $7,200; Nominating $5,000 | New policy effective Apr 1, 2025 |
Performance Compensation
| Item | Grant Date | Fair Value ($) | Units (#) | Vesting |
|---|---|---|---|---|
| Annual RSU grant | Jun 18, 2024 | $140,000 | — | Vests in full at next annual meeting or 1-year from grant, subject to service |
| Unvested RSUs at FY2024 End | — | — | 156,372 | As of Dec 31, 2024 |
| Initial RSU grant (policy, if applicable) | — | $210,000 (policy) | — | Vests 1/3 annually over three years, subject to service |
- Equity grant practices: Grants made during open trading windows; no timing around MNPI; no formal grant timing policy .
- Clawback: An Incentive Compensation Recoupment Policy exists for executive officers upon restatements; directors not covered as “Covered Officers” .
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| None disclosed | — | 2025 proxy biography for Sandford does not list other public company boards . |
Expertise & Qualifications
- Technical and operational expertise: Leadership of complex technical programs; government contracts experience; prior COO roles in medtech and solar; program leadership in classified space systems .
- Governance credential: NACD.DC designation .
- Independence: Affirmatively determined independent; committee independence met .
Equity Ownership
| Ownership Measure | Amount |
|---|---|
| Beneficial ownership (shares) | 101,380; <1% of outstanding |
| Unvested RSUs (as of Dec 31, 2024) | 156,372 |
| Options (vested/unvested) | None disclosed |
| Pledging/Hedging | Company policy prohibits hedging, shorting, derivatives, margin purchases, and pledging of shares |
Governance Assessment
- Strengths:
- Independently chaired Nominating & Corporate Governance Committee; remit includes CEO and executive succession planning, indicating active governance oversight .
- Audit Committee membership with exposure to financial reporting, compliance, and cybersecurity oversight; audit committee met responsibilities and recommended inclusion of audited financials in the 2024 10-K .
- Attendance at or above 75% of board/committee meetings and full director attendance at the 2024 annual meeting, supporting engagement .
- Director compensation heavily equity-linked via annual RSUs, aligning incentives with shareholder outcomes; cash retainers are modest .
- Company-wide policies prohibit hedging/pledging, improving alignment and reducing risk of misaligned behaviors .
- Compensation committee’s independent consultant (Compensia) reviewed for conflicts with no conflicts found, improving governance confidence .
- Potential watch items:
- No specific director stock ownership guidelines disclosed in the proxy; Corporate Governance Guidelines exist but details not enumerated in the filing .
- Beneficial ownership is <1%; while typical for small-cap tech boards, continued monitoring of equity alignment through RSU vesting is prudent .
- Related-party transactions: Company maintains a formal policy with audit committee review and recusal requirements; no related-party transactions involving Sandford disclosed in the 2025 proxy .
Overall signal: Independent, engaged, and committee-active director with governance credentials; equity-based director pay and anti-hedging/pledging policy support alignment. No material conflicts or red flags disclosed .