Business Context and Reporting Period
This Form 8-K Current Report from D-Wave Quantum Inc. covers the period ending July 31, 2025. The filing primarily addresses corporate governance and executive compensation matters rather than financial performance.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial statements or operational metrics.
Material Changes
The material change reported is the promotion of Diane Nguyen from General Counsel to Executive Vice President, Chief Legal Officer, and General Counsel, effective July 31, 2025. This promotion triggered an amendment to her employment agreement and a new equity grant.
Management Commentary and Compensation Details
- Base Salary: Increased to $381,000 per annum, effective July 31, 2025.
- Annual Incentive Plan (AIP): Ms. Nguyen is eligible for an on-target bonus of up to 70% of her base salary, pro-rated based on corporate objectives.
- Equity Grant: The Board approved a promotional grant of 16,098 restricted stock units (RSUs) under the 2022 Equity Incentive Plan.
- Vesting Schedule: The RSUs vest 25% on the first anniversary of the grant date, with the remainder vesting in equal quarterly installments thereafter, subject to continued service.
Investor Verification Checklist
- Verify the total number of outstanding shares and the impact of the 16,098 RSU grant on potential dilution.
- Review the full text of Exhibit 10.1 (Fourth Amendment to Employment Agreement) for any additional covenants or termination provisions not summarized here.
- Confirm the specific corporate objectives tied to the 70% bonus target in the Annual Incentive Plan.
- Check subsequent filings for any changes to the executive team or compensation structure.