D WAVE QUANTUM INC (QBTS)
Sector: Information Technology
2026 Annual Meeting Analysis
QBTS · Meeting: June 4, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Alan E. Baratz and Sharon Holt as Class I Directors
Dr. Baratz has served as CEO and director since January 2020; QBTS's 3-year total return of approximately 3,025% massively outpaces both the peer group median of +137% and the XLK sector ETF return of +116%, clearing the strong-positive TSR threshold by thousands of percentage points, so the TSR trigger does not apply, and no other policy flags are present.
Ms. Holt joined the board on November 22, 2024, which is less than 24 months before the meeting date, making her exempt from the TSR trigger under the new-director exemption; she brings relevant technology, go-to-market, and public-company board experience, and no other policy flags are present.
Both Class I director nominees pass all policy screens: QBTS's extraordinary stock performance clears the TSR trigger for Dr. Baratz, and Ms. Holt qualifies for the 24-month new-director exemption; no overboarding, attendance, independence, or qualification concerns were identified.
Say on Pay
✓ FORCEO
Alan E. Baratz
Total Comp
N/A
Prior Support
N/A
The CEO's total reported compensation of $5,170,467 for 2025 — consisting of a $575,000 base salary, $4,049,217 in stock awards (restricted stock units), and a $546,250 annual cash bonus — is within a reasonable range for a CEO at a $7 billion technology company, with base salary representing approximately 11% of total pay, well below the 40% fixed-pay ceiling; variable pay (stock awards plus bonus) makes up roughly 89% of total compensation, satisfying the 50-60%+ variable pay requirement. The annual incentive plan used three equally weighted, clearly defined performance metrics (product development goals, sales bookings, and adjusted EBITDA), the company has a meaningful clawback policy in place, all NEOs met the 75% meeting attendance threshold, and QBTS's stock returned over 3,000% over three years versus a peer median of +137%, demonstrating strong pay-for-performance alignment; no policy triggers are met.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
3 yrs
Audit Fees
$1,237,500
Non-Audit Fees
$8,584
Grant Thornton has served as QBTS's auditor since August 2023 (approximately 3 years), well below the 25-year tenure threshold; non-audit fees (tax services of $8,584) represent less than 1% of audit fees of $1,237,500, far below the 50% independence concern threshold; Grant Thornton is a large national firm appropriate for a company of QBTS's size and complexity; no restatements or other concerns are present.
Overall Assessment
The 2026 QBTS annual meeting presents a clean ballot: both director nominees pass all policy screens (extraordinary TSR performance eliminates any stock-underperformance concern for Dr. Baratz, and Ms. Holt qualifies for the new-director exemption), the auditor ratification is straightforward given Grant Thornton's short tenure and negligible non-audit fees, and the say-on-pay program reflects strong pay-for-performance alignment with a heavily variable pay mix tied to measurable goals. No stockholder proposals were included in this filing.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing