RIGETTI COMPUTING INC (RGTI)
Sector: Information Technology
2026 Annual Meeting Analysis
RIGETTI COMPUTING INC · Meeting: June 9, 2026
Directors FOR
1
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of One Class I Director
Dr. Kulkarni has served as CEO and director since December 2022; the company's 3-year total return of approximately 3,144% vastly exceeds the technology sector benchmark XLK's 127.2% return over the same period, clearing the strong-positive TSR threshold by more than 3,000 percentage points, so no TSR underperformance trigger applies; no overboarding, attendance, independence, or familial relationship concerns are present.
Only one director is up for election this year — Dr. Subodh Kulkarni, who serves as both CEO and a Class I director. The company's extraordinary stock performance over his tenure eliminates any TSR-based concern, and no other governance flags apply.
Say on Pay
✓ FORCEO
Dr. Subodh Kulkarni
Total Comp
$636,222
Prior Support
N/A
Rigetti qualifies as an 'emerging growth company' and is explicitly exempt from the requirement to hold a Say on Pay advisory vote, so no such proposal appears on this ballot. However, the compensation structure as disclosed is straightforward: the CEO received only $636,222 in total compensation for 2025, consisting almost entirely of base salary with no bonus (the company failed to hit its quantum computing performance targets) and no new equity grants in 2025. This is a lean pay package that is well below typical benchmarks for a technology CEO at a $5.5 billion company, reflects genuine pay-for-performance alignment (no bonus paid when targets were missed), and raises no policy concerns.
Auditor Ratification
✓ FORAuditor
BDO USA, P.C.
Tenure
5 yrs
Audit Fees
$841,756
Non-Audit Fees
$0
BDO has audited Rigetti since 2021 (approximately 5 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees are zero, so there is no independence concern from outside consulting work; BDO is a large national firm appropriate for a company of Rigetti's size and complexity.
Overall Assessment
The 2026 Rigetti Computing annual meeting presents a minimal two-proposal ballot: the re-election of CEO Dr. Subodh Kulkarni as a Class I director and ratification of BDO as auditor. Both proposals are straightforward FOR votes — the company's stock has delivered extraordinary returns under current leadership, BDO is a clean engagement with no non-audit fees and only five years of tenure, and while no Say on Pay vote is required this year due to the company's emerging growth company status, the disclosed compensation is modest and appropriately performance-linked.