Thomas Iannotti
About Thomas J. Iannotti
Thomas J. Iannotti, 68, is an independent director and the Non‑Executive Chairman of Rigetti Computing (RGTI). He has served on the Rigetti board since 2023 and became Chairman on October 31, 2023. He previously held senior executive roles at Hewlett‑Packard, Digital Equipment Corporation, and Compaq, and currently serves as Chairman of Applied Materials (AMAT). His independence is affirmed under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett‑Packard Company | Senior Vice President & General Manager, Enterprise Services | 2009–2011 | Led global enterprise services operations and processes |
| Hewlett‑Packard Company | Senior Vice President & Managing Director, Enterprise Business Group, Americas | Prior to 2009 | Leadership in service management, technology offerings, operational processes |
| Digital Equipment Corporation | Executive roles (technology and operations) | Not disclosed | Technology systems and software experience |
| Compaq Computer Corporation | Executive roles following DEC acquisition | Not disclosed | Personal computing systems leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Applied Materials (NASDAQ: AMAT) | Chairman of the Board | Since 2005 | Multi‑billion semiconductor equipment company |
| Atento S.A. | Chairman of the Board | Prior role | Former chairmanship (no current role disclosed) |
Board Governance
- Board structure: Independent Chairman (Iannotti) with agenda‑setting authority; separation of Chair and CEO roles to reinforce oversight and independence.
- Independence: Board determined Iannotti to be independent under Nasdaq listing standards; all committee members meet applicable SEC/Nasdaq independence rules.
- Committee assignments (2024): Compensation Committee member; previously served on Audit Committee Nov 2023–Feb 2024 (stepped down).
- Committee leadership: Compensation Committee chaired by Michael Clifton; Audit Committee chaired by Cathy McCarthy (transition to Clifton post‑Annual Meeting).
- Board/committee activity: Board met 6 times in FY2024; each director attended at least 75% of meetings; non‑management directors held four executive sessions; all directors attended the 2024 annual meeting.
- Compensation advisor: Compensia engaged as independent consultant; committee determined no conflicts of interest.
- Clawback policy and hedging: Incentive Compensation Recoupment Policy adopted in line with SEC/Nasdaq; insider trading policy prohibits hedging, derivative trading, short selling, margin purchases, and pledging.
Fixed Compensation
| Component | Amount | Period / Status | Notes |
|---|---|---|---|
| Cash compensation (actual) | $65,359 | FY2024 | Reported director cash compensation for Iannotti |
| Option awards (grant date fair value, actual) | $121,632 | FY2024 | Chair’s annual option award per policy, actual value granted in 2024 |
| Annual Board Service Retainer | $36,000 | Policy in effect during FY2024–Q1 2025 | All Eligible Directors |
| Non‑Executive Chair Retainer | $22,500 | Policy in effect during FY2024–Q1 2025 | Paid in addition to board retainer |
| Compensation Committee Member Retainer | $5,400 | Policy in effect during FY2024–Q1 2025 | Member retainer (not chair) |
| Audit Committee Member Retainer | $9,000 | Policy in effect during FY2024–Q1 2025 | Pro‑rata applicable to prior audit service |
| Annual Board Service Retainer | $40,000 | Effective April 1, 2025 | Policy update |
| Non‑Executive Chair Retainer | $37,500 | Effective April 1, 2025 | Policy update |
| Compensation Committee Member Retainer | $7,200 | Effective April 1, 2025 | Policy update |
Performance Compensation
| Component | Metric Tie | Vesting | Notes |
|---|---|---|---|
| Chair Annual Option Grant | None disclosed (director equity not performance‑based) | Vests in full at next Annual Meeting or 1‑year anniversary | Pre‑April 1, 2025 policy provided Chair options; 2024 options granted to Iannotti |
| Director Annual RSU Grant | None disclosed (director equity not performance‑based) | Vests in full at next Annual Meeting or 1‑year anniversary | Applies to non‑chair directors pre‑April 1, 2025 |
| Post‑April 1, 2025 Director RSUs (Initial) | None disclosed | 1/3 annually over 3 years | Policy shift to RSUs for all eligible directors |
| Post‑April 1, 2025 Director RSUs (Annual) | None disclosed | Full vest at next Annual Meeting or 1‑year anniversary | Policy shift to RSUs for annual grants |
No performance metrics are disclosed for director compensation; option/RSU vesting is time‑based under the Non‑Employee Director Compensation Policy.
Other Directorships & Interlocks
| Company | Relationship to RGTI | Potential Interlock/Conflict |
|---|---|---|
| Applied Materials (AMAT) | Semiconductor equipment supplier (industry ecosystem overlap) | No related person transaction involving Iannotti disclosed in RGTI’s proxy; related person transactions policy governs reviews |
- Related‑party transactions: The proxy’s “Transactions with Related Persons” section does not describe any transaction involving Mr. Iannotti. The audit committee oversees the related‑party policy and approvals.
Expertise & Qualifications
- Extensive chair experience at a large, publicly traded semiconductor firm (AMAT) and senior technology operations leadership at HP, with expertise in service management and operational processes.
- Broad technology industry background across enterprise services, systems/software, and personal computing.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition |
|---|---|---|---|
| Thomas J. Iannotti | 240,000 | <1% | Shares subject to options exercisable within 60 days |
| Director equity awards outstanding | Vested options: 240,000 | — | Unvested options: 620,000; No unvested RSUs |
- Hedging/pledging: Company policy prohibits hedging, short selling, margin purchases, and pledging of company stock for directors.
Governance Assessment
- Positives:
- Independent Chairman with clear authority and separation from CEO, supporting robust oversight.
- Confirmed director independence and active service on the Compensation Committee; prior Audit Committee experience adds financial oversight exposure.
- Effective board processes: 6 meetings in FY2024; at least 75% attendance by all directors; regular executive sessions; full director attendance at the 2024 annual meeting.
- Compensation governance: Independent consultant (Compensia) with no conflicts; clawback policy aligned with SEC/Nasdaq; strong insider trading/hedging prohibitions.
- Watch items:
- Compensation policy shift post‑April 1, 2025 from options for the Chair to RSUs for all directors indicates evolving equity mix; investors may monitor alignment and dilution impacts as policy changes take effect.
- Audit Committee leadership transition (from McCarthy to Clifton) and Iannotti’s step‑down from Audit in Feb 2024; continued focus on committee effectiveness through changes is advisable.
- RED FLAGS:
- None disclosed regarding related‑party transactions, pledging/hedging, or attendance shortfalls for Mr. Iannotti in the proxy.