QBTS · D-Wave Quantum Inc.

This executive compensation amendment underscores D-Wave Quantum Inc.’s strategic prioritization of CEO retention and alignment amid critical growth and commercialization phases for its quantum computing platform. Dr. Alan Baratz, who has served as CEO since at least 2020 and led the company through its public listing and technology scaling, receives a substantial, multi-year equity grant—$13.488 million in RSUs—representing one of the largest single equity awards disclosed in recent filings. The four-year quarterly vesting schedule directly ties his continued service to sustained execution, while the contractual provision for post-CEO part-time consulting—contingent on Board request—and automatic vesting of remaining RSUs upon involuntary termination without Cause reinforce both flexibility and retention security. The $700,000 base salary, effective retroactively to January 1, 2026, is explicitly protected from reduction and serves as the baseline for all future bonus calculations, signaling stability in core compensation. Notably, the amendment was unanimously authorized by the Board following Compensation Committee review, indicating strong governance endorsement of Baratz’s leadership and the company’s current trajectory. For investors, this signals confidence in near- and medium-term strategic execution, though it also introduces meaningful future dilution and compensation expense implications as the RSUs vest and are recognized under ASC 718.