The CEO's total reported compensation of approximately $89.6 million for 2025 is extraordinarily high relative to any reasonable benchmark for a technology CEO, even at a large-cap company — this level of pay would be an outlier at companies many times IonQ's size. While the company provides legitimate context (new CEO hire, competitive AI talent market, make-whole for forfeited prior awards, and a separate $20 million promotion grant), the aggregate figure still far exceeds the +20% above benchmark threshold that triggers a No vote under policy. Additionally, the prior year's Say on Pay received only 64% support — below the 70% threshold — and while the company has made meaningful structural improvements (eliminating discretionary cash bonuses, increasing PSU usage, and enhancing disclosures), the sheer magnitude of CEO pay has not been brought within a defensible range, and tens of millions in time-vesting RSUs function more like guaranteed pay than true performance compensation. On the pay-for-performance alignment check, IonQ's stock performance has been exceptional, but that does not justify pay levels this far above benchmark when the policy requires benchmark-level pay regardless of stock outcomes.

EY has served as IonQ's auditor since 2020 (approximately 6 years), well below the 25-year tenure threshold that would trigger a concern. All fees paid in 2025 were audit fees — there were zero non-audit, tax, or other fees — meaning the non-audit fee ratio is 0%, far below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a $16.5 billion market cap company.