XML 37 R26.htm IDEA: XBRL DOCUMENT
v3.25.0.1

Stock-Based Compensation | 12 Months Ended
--- | ---
Dec. 31, 2024
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] |
Stock-Based Compensation | 16. STOCK-BASED COMPENSATION Equity Incentive Plans The Company has a 2015 Equity Incentive Plan (the “2015 Plan”), which provided for the grant of share-based compensation to certain officers, directors, employees, consultants, and advisors. Upon the closing of the Business Combination, no further awards were made pursuant to the 2015 Plan and all outstanding Legacy IonQ stock options under the 2015 Plan were assumed by the Company. Such stock options granted under the 2015 Plan will continue to be governed by the terms of the 2015 Plan and the stock option agreements thereunder, until such outstanding options are exercised or until they terminate or expire by their terms. For awards granted under the 2015 Plan, vesting generally occurs over four to five years from the date of grant. In August 2021, the Company’s board of directors adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which was subsequently approved by the Company’s stockholders in September 2021, and became effective upon the closing of the Business Combination. The 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards (“RSU”), performance awards and other forms of awards to employees, directors, and consultants. The number of shares of the Company’s common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each year, through and including January 1, 2031, by 5% of the Fully Diluted Common Stock (as defined in the 2021 Plan) outstanding on December 31 of the preceding year, or a lesser number of shares determined by the Company’s board of directors prior to such increase. As of January 1, 2025, the number of shares reserved for issuance under the 2021 Plan increased by 14,532,010. For awards granted under the 2021 Plan, vesting terms range from one to four years from the date of grant. As of December 31, 2024, the Company had 22,532,379 shares available for grant under the 2021 Plan. Under both equity incentive plans, all options granted have a contractual term of 10 years. Stock Options The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option. For stock options granted during the years ended December 31, 2024, 2023 and 2022, the assumptions for the Black-Scholes option-pricing model were developed as follows: Expected Volatility—The expected volatility was based on the average historical stock price volatility of comparable publicly-traded companies in the Company's industry peer group, financial, and market capitalization data, due to the limited history of a public market for the Company's common stock prior to closing the Business Combination relative to the expected term of the options. Expected Term—The expected term of the Company’s options represents the period that the stock options are expected to be outstanding. The Company has estimated the expected term of its employee stock option awards using the SAB Topic 14 Simplified Method allowed by the FASB and SEC for calculating expected term, as it has limited historical exercise data to provide a reasonable basis upon which to otherwise estimate expected term. Certain of the Company’s stock options began vesting prior to the grant date, in which case the Company uses the remaining vesting term at the grant date in the expected term calculation. Risk-Free Interest Rate—The Company estimates its risk-free interest rate by using the yield on actively traded non-inflation-indexed U.S. treasury securities with contract maturities equal to the expected term. Dividend Yield—The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero. Fair Value of Underlying Common Stock—The Company utilizes the closing stock price on the date of grant as the fair value of the common stock underlying such stock options in the Black-Scholes option-pricing model. The assumptions used to estimate the fair value of stock options granted are as follows:
|  | Year Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Risk-free interest rate |  |  | 4.31 | % |  |  | 4.09 | % |  |  | 2.60 | %
Expected term (in years) |  |  | 6.00 |  |  |  | 5.50 |  |  |  | 5.82 |
Expected volatility |  |  | 79.33 | % |  |  | 80.63 | % |  |  | 75.82 | %
Dividend yield |  |  | — | % |  |  | — | % |  |  | — | %
The stock option activity is summarized in the following table:
|  | Number of Option Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term (Years) |  |  | Aggregate Intrinsic Value (in millions) |
Outstanding as of December 31, 2023 |  |  | 21,664,377 |  |  | $ | 2.26 |  |  |  |  |  |  |
Granted |  |  | 52,640 |  |  |  | 11.24 |  |  |  |  |  |  |
Exercised |  |  | (4,918,156 | ) |  |  | 1.84 |  |  |  |  |  |  |
Cancelled/ Forfeited |  |  | (111,732 | ) |  |  | 4.81 |  |  |  |  |  |  |
Outstanding as of December 31, 2024 |  |  | 16,687,129 |  |  | $ | 2.40 |  |  |  | 5.42 |  |  | $ | 656.98 |
Exercisable as of December 31, 2024 |  |  | 13,651,675 |  |  | $ | 1.81 |  |  |  | 5.08 |  |  | $ | 545.49 |
Exercisable and expected to vest as of December 31, 2024 |  |  | 16,687,129 |  |  | $ | 2.40 |  |  |  | 5.42 |  |  | $ | 656.98 |
The following table summarizes additional information on stock option grants, vesting and exercises (in millions, except per share amounts):
|  | Year Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Total intrinsic value of options exercised |  | $ | 58.8 |  |  | $ | 18.6 |  |  | $ | 6.7 |
Aggregate grant-date fair value of options vested |  | $ | 12.5 |  |  | $ | 15.5 |  |  | $ | 9.9 |
Weighted-average grant date fair value per share for options granted |  | $ | 7.98 |  |  | $ | 9.38 |  |  | $ | 5.58 |
Early Exercised Stock Options As of December 31, 2024 and 2023, there were 211,184 and 403,764 shares, respectively, subject to repurchase related to stock options early exercised and unvested. As of December 31, 2024 and 2023, the Company recorded a liability related to these shares subject to repurchase in the amount of $0.4 million and $0.8 million, respectively, in its consolidated balance sheets. Restricted Stock Units The RSU activity is summarized in the following table:
|  | Number of RSUs |  |  | Weighted Average Grant Date Fair Value |  |  | Weighted Average Remaining Contractual Term (Years) |  |  | Aggregate Fair Value (in millions) |
Outstanding as of December 31, 2023 |  |  | 15,107,535 |  |  | $ | 8.90 |  |  |  |  |  |  |
Granted |  |  | 8,856,201 |  |  |  | 10.36 |  |  |  |  |  |  |
Vested |  |  | (7,388,376 | ) |  |  | 9.15 |  |  |  |  |  |  |
Forfeited |  |  | (2,065,643 | ) |  |  | 9.78 |  |  |  |  |  |  |
Outstanding as of December 31, 2024 |  |  | 14,509,717 |  |  | $ | 9.54 |  |  |  | 2.58 |  |  | $ | 606.07 |
Expected to vest after December 31, 2024 |  |  | 14,489,217 |  |  | $ | 9.53 |  |  |  | 2.58 |  |  | $ | 605.21 |
The following table summarizes additional information on RSU grants and vesting (in millions, except per share amounts):
|  | Year Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Total fair value of RSUs that vested |  | $ | 102.0 |  |  | $ | 63.4 |  |  | $ | 8.6 |
Weighted-average grant date fair value per share for RSUs granted |  | $ | 10.36 |  |  | $ | 9.97 |  |  | $ | 7.34 |
During the years ended December 31, 2024, 2023 and 2022, the Company released 1,064,518, 566,389 and 81,134 RSUs, respectively, related to the settlement of an accrued bonus liability. Performance-Based Restricted Stock Units The Company grants performance-based restricted stock unit awards (“PSU”) to certain officers and employees, which vest over approximately two to four years. The number of shares that can be earned will range from 0% to 300% of the target number of shares, based on the Company's achievement of certain financial and technical goals, as well as a stock price hurdle requirement for a portion of the awards. In the event that the stock price hurdle is not met at the time the PSUs vest, the maximum PSU opportunity shall be limited to target (100%) performance. The number of PSUs expected to vest and for which compensation cost has been recognized is based on the number of awards that the Company believes are probable of vesting as of December 31, 2024. For the portion of the PSUs subject to the stock price hurdle, the fair value was determined using a Monte Carlo simulation model. The Monte Carlo simulation model requires estimates of subjective assumptions, which affect the fair value of each PSU. For PSUs granted during the years ended December 31, 2024, 2023 and 2022, the assumptions for the Monte Carlo simulation model were developed as follows: Expected Volatility—The expected volatility in 2024 was determined based on the Company's historical and implied stock price volatility. The expected volatility in 2023 was based on the average historical stock price volatility of comparable publicly traded companies in the Company's industry peer group, financial, and market capitalization data, due to the limited history of a public market for the Company's common stock prior to closing the Business Combination. Contractual Term—The Company utilizes the remaining performance period on the date of grant as the contractual term, which represents the period that the PSUs are expected to be outstanding. Risk-Free Interest Rate—The Company estimates its risk-free interest rate by using the yield on actively traded non-inflation-indexed U.S. treasury securities with contract maturities equal to the expected term. Dividend Yield—The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero. Fair Value of Underlying Common Stock—The Company utilizes the closing stock price on the date of grant as the fair value of the common stock underlying such PSUs in the Monte Carlo simulation model. The assumptions used to estimate the fair value of PSUs subject to the stock price hurdle are as follows:
|  | Year Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Risk-free interest rate |  |  | 4.63 | % |  |  | 4.59 | % |  |  | — | %
Contractual term (in years) |  |  | 2.46 |  |  |  | 3.37 |  |  |  | — |
Expected volatility |  |  | 89.98 | % |  |  | 80.00 | % |  |  | — | %
Dividend yield |  |  | — | % |  |  | — | % |  |  | — | %
The PSU activity is summarized in the following table, based on awards at target:
|  | Number of PSUs |  |  | Weighted Average Grant Date Fair Value |  |  | Weighted Average Remaining Contractual Term (Years) |  |  | Aggregate Fair Value (in millions) |
Outstanding as of December 31, 2023 |  |  | 4,307,833 |  |  | $ | 15.75 |  |  |  |  |  |  |
Granted |  |  | 565,498 |  |  |  | 18.41 |  |  |  |  |  |  |
Forfeited |  |  | (901,074 | ) |  |  | 15.56 |  |  |  |  |  |  |
Outstanding as of December 31, 2024 |  |  | 3,972,257 |  |  | $ | 16.17 |  |  |  | 2.16 |  |  | $ | 165.92 |
Expected to vest after December 31, 2024(1) |  |  | 9,930,643 |  |  | $ | 14.93 |  |  |  | 2.16 |  |  | $ | 414.80 |
(1) Represents the number of PSUs expected to vest, which may exceed the target number of shares, based on the Company's probability assessment of expected performance during the performance period. The following table summarizes additional information on PSU grants:
|  | Year Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Weighted-average grant date fair value per share for PSUs granted |  | $ | 18.41 |  |  | $ | 15.74 |  |  | $ | — |
Stock-Based Compensation Expense Total stock-based compensation expense for stock option awards, RSUs and PSUs, which are included in the consolidated financial statements, is as follows (in thousands):
|  | Year Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Cost of revenue |  | $ | 4,740 |  |  | $ | 2,819 |  |  | $ | 902 |
Research and development |  |  | 58,696 |  |  |  | 40,103 |  |  |  | 13,472 |
Sales and marketing |  |  | 13,788 |  |  |  | 6,762 |  |  |  | 1,298 |
General and administrative |  |  | 29,654 |  |  |  | 20,059 |  |  |  | 15,784 |
Stock-based compensation, net of amounts capitalized |  | $ | 106,878 |  |  | $ | 69,743 |  |  | $ | 31,456 |
Capitalized stock-based compensation—Intangibles and fixed assets |  |  | 5,188 |  |  |  | 4,702 |  |  |  | 1,741 |
Total stock-based compensation |  | $ | 112,066 |  |  | $ | 74,445 |  |  | $ | 33,197 |
Unrecognized Stock-Based Compensation A summary of the Company's remaining unrecognized compensation expense and the weighted-average remaining amortization period as of December 31, 2024, related to its non-vested RSUs, PSUs, and stock option awards is presented below (in millions, except time period amounts):
|  | Unrecognized Expense |  |  | Weighted- Average Amortization Period (Years) |
Restricted stock units |  | $ | 130.1 |  |  |  | 2.7 |
Performance-based restricted stock units |  | $ | 98.3 |  |  |  | 2.2 |
Stock options |  | $ | 14.4 |  |  |  | 1.3 |
Employee Stock Purchase Plan In August 2021, the Company’s board of directors adopted the Employee Stock Purchase Plan (the “ESPP”), which was subsequently approved by the Company’s stockholders in September 2021, and became effective upon the closing of the Business Combination. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). The number of shares of common stock initially reserved for issuance under the ESPP was 5,354,000 shares. The ESPP provides for an annual increase on January 1 of each year and continuing through and including January 1, 2031, equal to the lesser of (i) 1% of the fully diluted shares of common stock outstanding on the last day of the prior fiscal year, (ii) 10,708,000 shares, or (iii) a lesser number of shares determined by the Company’s board of directors prior to such increase. The board of directors elected not to approve the annual increase of ESPP shares on January 1, 2025. Under the terms of the ESPP, eligible employees can elect to acquire shares of the Company’s common stock through periodic payroll deductions during a series of offering periods. Purchases under the ESPP are affected on the last business day of each offering period at a 15% discount to the lower of closing price on that day or the closing price on the first day of the offering period. As of December 31, 2024, no shares of common stock had been issued under the ESPP and no offering period had been set by the board of directors.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. + References No definition available. + Details
Name: | us-gaap_EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsLineItems
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration