Subodh Kulkarni
About Subodh Kulkarni
Subodh Kulkarni, age 60, is President, Chief Executive Officer, and a director of Rigetti Computing since December 2022. He holds a B.S. in chemical engineering from IIT Mumbai and an M.S./Ph.D. in chemical engineering from MIT, and previously served as CEO of CyberOptics (2014–Nov 2022) and Prism Computational Sciences, with earlier leadership roles at Imation, 3M, and IBM . 2024 operating milestones tied to executive incentives included achieving 99.5% median 2-qubit fidelity on the 84-qubit system and raising over $100 million of capital, which funded annual cash bonuses at 150% of target .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CyberOptics Corporation | President, CEO, Director | 2014–Nov 2022 | Led semiconductor/electronics precision sensors and inspection systems; company acquired by Nordson in Nov 2022 . |
| Prism Computational Sciences | Chief Executive Officer | — | Led software tools for scientific/commercial applications in the semiconductor industry . |
| Imation | CTO; SVP OEM/Emerging, Global Commercial, R&D and Manufacturing | — | Technology leadership across storage/data security; broad operational scope . |
| 3M; IBM | Research and management roles | — | Early career technical and management foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| KeyTronic Corporation (NASDAQ: KTCC) | Director | Current | Public electronics manufacturing services board service . |
| Prism Computational Sciences | Chairman of the Board | Current | Board leadership at software company . |
Board Governance
- Role: CEO and director (Class I), not independent under Nasdaq standards .
- Independent Board Chair: Thomas J. Iannotti; chair separation enhances oversight and independence .
- Committee memberships: Kulkarni is not listed on audit, compensation, or nominating committees; compensation committee chaired by Michael Clifton (members: Clifton, Iannotti, Johnson) .
- Board activity: Six meetings in FY2024; all directors attended ≥75% of meetings; four executive sessions of non-management directors; all directors attended the 2024 annual meeting .
Dual-role implications:
- CEO also serving as a director, with an independent non-executive Chairman and majority-independent board, reduces typical CEO-chair concentration risks. Kulkarni does not sit on key committees, supporting independence in audit and compensation oversight .
Fixed Compensation
Multi-year summary for Subodh Kulkarni:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 578,906 | 614,250 |
| Non-Equity Incentive Plan Compensation ($) | 307,400 | 459,900 |
| All Other Compensation ($) | 130,384 (includes $130,000 relocation) | 261 (life insurance) |
| Total Compensation ($) | 1,934,690 | 2,261,211 |
Target bonus and payout for FY2024:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Target Bonus % of Base Salary | — | 50% |
| Target Bonus Potential ($) | — | 306,600 |
| Actual Payout % of Target | — | 150% |
| Actual Bonus Paid ($) | 307,400 | 459,900 |
Notes:
- 2023 bonus target mechanics for the CEO were initially set at $290,000 (slightly under 50% of base) in his agreement; 2024 target approved at slightly less than 50% but paid based on the plan-funded 150% result (the table shows 50% target and 150% payout) .
Performance Compensation
2024 Executive Bonus Plan metrics and outcomes:
| Metric | Weighting | Thresholds | Actual 2024 | Payout Factor | Vesting |
|---|---|---|---|---|---|
| 84Q median 2-qubit fidelity (industry standard methods) | 70% | Below 98.5%: 0%; 99.5% and above: 150% max | 99.5% | 150% | Cash bonus paid |
| Capital raised (external) | 30% | ≤$50M: 0%; >$100M: 150% max | >$100M | 150% | Cash bonus paid |
Key performance equity awards for Kulkarni:
| Grant Date | Instrument | Shares | Exercise Price ($) | Vesting Condition | Status | Expiration |
|---|---|---|---|---|---|---|
| 12/12/2022 | Stock option (market-based) | 500,000 | 0.964 | Two hurdles: $5 and $10 closing price for 20 of 30 trading days (each hurdle vests 50%) | Both hurdles satisfied in Jan 2025; now fully vested | 12/12/2032 |
| 11/22/2023 | Stock option (time-based) | 1,000,000 (361,111 ex., 638,889 unex. at 12/31/24) | 1.05 | 1/36 monthly vesting starting 12/22/2023 | Ongoing monthly vesting | 11/22/2033 |
| 11/15/2024 | Stock option (time-based) | 1,000,000 (27,777 ex., 972,223 unex. at 12/31/24) | 1.41 | 1/36 monthly vesting starting 12/15/2024 | Ongoing monthly vesting | 11/15/2034 |
| 12/12/2022 | Stock option (time-based) | 1,250,000 (831,250 ex., 418,750 unex. at 12/31/24) | 0.964 | 1/3 on 12/12/2023; remainder in 24 monthly installments thereafter | Ongoing vesting; significant portion already vested | 12/12/2032 |
Compensation Committee governance:
- Committee members: Michael Clifton (Chair), Thomas J. Iannotti, Ray Johnson; all independent; CEO excluded from deliberations regarding his own pay .
- Independent consultant: Compensia engaged in 2023–2024 to design and benchmark executive/director compensation; no conflicts identified .
Clawback and hedging:
- Incentive Compensation Recoupment (clawback) policy effective Oct 2, 2023, covers incentive compensation tied to financial reporting measures in case of required restatement per SEC/Nasdaq rules .
- Insider trading policy prohibits hedging, derivative trading, short selling, margin purchases, and pledging of company shares as collateral .
Equity Ownership & Alignment
| Ownership metric | Value |
|---|---|
| Beneficial ownership (shares) | 2,172,395 (comprised of stock options exercisable within 60 days of April 1, 2025) . |
| % of shares outstanding | <1% (base: 286,974,947 shares outstanding as of April 1, 2025) . |
| Vested vs. unvested context | As of 12/31/2024, Kulkarni held multiple time-based options with substantial unexercisable balances; market-based option (500,000 shares) vesting hurdles ($5 and $10) were satisfied in Jan 2025 . |
| Hedging/pledging | Company policy prohibits hedging and pledging of shares . |
Employment Terms
| Provision | Kulkarni terms |
|---|---|
| Employment status | At-will; executive employment agreement entered Dec 2022 . |
| Severance (non–change in control) | If terminated without Cause or for Good Reason: 24 months base salary; lump-sum cash equal to 24 months COBRA benefits; cash equal to 2× full target annual bonus (paid in two installments); time-based equity vests 100% as of termination; accrued obligations paid . |
| Change in Control (double trigger) | If terminated without Cause or for Good Reason within 3 months prior to or 12 months after a Change in Control: lump sum cash 2× base salary; lump sum cash 2× full target annual bonus; 100% acceleration of time-based equity; lump sum cash equal to 24 months COBRA benefits; accrued obligations paid . |
| Cause / Good Reason definitions | Detailed definitions including material breach, dishonesty/fraud, felony, policy violation, willful misconduct/refusal; Good Reason includes material salary reduction, material breach, material diminution in duties, reporting changes, or relocation; cure periods apply . |
Perquisites and benefits:
- Limited perquisites disclosed (life insurance premiums of $261 in 2024); relocation payment of $130,000 in 2023 for move to Berkeley, CA .
- Eligible for company health/welfare and 401(k) plans on same basis as employees .
Director Service and Compensation (as a Director)
- Kulkarni receives no additional director compensation for board service; CEO compensation reported in executive tables .
- Board and committee cash/equity retainer policy disclosed for non-employee directors; revised April 1, 2025 (not applicable to executives) .
Say-on-Pay & Shareholder Feedback
- Rigetti is an Emerging Growth Company and Smaller Reporting Company; exempt from say-on-pay advisory votes during EGC status; limited executive compensation disclosure required .
Investment Implications
- Pay-for-performance alignment: 2024 cash bonus tied to technical fidelity and external capital raising, with full 150% payout after hitting 99.5% fidelity and >$100M capital raised; this links incentives to both product quality and financing runway, supporting near-term execution priorities .
- Vesting and potential selling overhang: Multiple large, monthly-vesting option grants (1,000,000 in 2023 at $1.05 and 1,000,000 in 2024 at $1.41) and a fully vested market-based option from 2022 ($0.964 exercise) can create regular liquidity windows; insider hedging/pledging is prohibited, mitigating alignment risks, but monthly vesting schedules may drive gradual supply if options are exercised and sold .
- Retention and change-in-control terms: Robust severance (2× salary and 2× bonus; full acceleration of time-based equity) under double-trigger CIC provides retention and transaction certainty but increases payout obligations in strategic scenarios; investors should factor these economics into M&A outcomes and governance assessments .
- Governance: CEO is not independent, but the board has an independent Chair and independent compensation committee (with independent consultant), which helps manage dual-role concerns and supports objective oversight of executive pay design and performance calibration .