Business Context and Reporting Period
This Form 8-K Current Report was filed by D-Wave Quantum Inc. on May 7, 2025, covering events occurring on May 1, 2025 and May 6, 2025. The filing addresses corporate governance and executive compensation matters, specifically the adoption of a new severance policy and amendments to executive employment agreements.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements and severance terms.
Material Changes
The primary material change reported is the formalization of executive severance benefits:
- Severance Policy Adoption: On May 1, 2025, the Board adopted a formal Severance Policy for executives Alan Baratz (CEO), John Markovich, and Diane Nguyen.
- Employment Agreement Amendments: On May 6, 2025, the Company amended employment agreements for the same executives to align with the new Severance Policy.
- Benefit Structure: The policy distinguishes between "Qualifying Non-CIC Termination" (e.g., termination without cause) and "Qualifying CIC Termination" (e.g., termination for good reason or change in control), offering varying levels of cash severance, COBRA reimbursement, and equity vesting acceleration.
Guidance, Outlook, and Risks
Management Commentary: The filing details the specific terms of the Participation Agreements, which replace prior severance terms in employment agreements. Executives must execute these agreements to participate in the policy.
Key Terms:
- Non-CIC Termination: Includes accrued obligations, prorated target bonus, 12 months of base salary continuation, and 6 months of COBRA (12 months for CEO). The CEO receives accelerated vesting for time-based equity awards vesting within 12 months of termination.
- CIC Termination: Includes accrued obligations, a lump sum of 1.0x (1.5x for CEO) of base salary plus target bonus, 12 months of COBRA (18 months for CEO), and 100% vesting of time-based equity awards.
Risks and Contingencies: The filing notes that the policy is silent on equity treatment for non-CEO executives in Non-CIC terminations, meaning those awards vest per original agreement terms. All benefits are subject to the execution of a release of claims and compliance with restrictive covenants.
Investor Verification Checklist
- Verify the specific definitions of "Cause," "Qualifying Non-CIC Termination," and "Qualifying CIC Termination" in the attached Exhibits 10.1 and 10.2.
- Confirm the total potential cash liability exposure for the Company under the new policy for each executive.
- Review the impact of the 100% equity vesting acceleration for CIC terminations on the Company's share count and dilution.
- Check if the Participation Agreements have been fully executed by all named executives as of the filing date.