Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignations
Effective December 30, 2021, Mr. Christopher Roberts
resigned from his position as a member of the Board of Directors (the “Board”) of Quantum Computing Inc. (the “Company”).
Mr. Roberts did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations,
policies or practices. Mr. Roberts continues to serve the Company in his capacity as Chief Financial Officer.
Effective December 30, 2021, Dr. William McGann
resigned from his position as a member of the Board. Mr. McGann did not resign as a result of any disagreement with the Company on any
matter relating to the Company’s operations, policies or practices. Concurrent with this resignation from the Board, Dr. McGann
was appointed as the Company’s Chief Operating Officer and Chief Technology Officer as further described below.
Director Appointment
On December 30, 2021, the Board appointed Mr. Michael
Turmelle as a member of the Board, effective immediately. Mr. Turmelle has been determined by the Board to be an independent director
consistent with Rule 5605(a)(2) of the NASDAQ listing standards. Mr. Turmelle will serve as a member of the Audit Committee, the Compensation
Committee and the Nominating and Governance Committee, of the Board, filling in the vacancies created by the resignation of Dr. McGann.
Michael Turmelle, 62, Director
Mr. Turmelle has served on the board of directors
of Ideal Power Inc. since December 2017. Since January 2018, Mr. Turmelle has served as the Managing Director of Hayward Tyler, which
he joined in February 2015. Hayward Tyler designs, manufactures and services performance-critical electric motors and pumps to meet the
most demanding of applications for the global energy industry, as both an original equipment manufacturer supplier and trusted partner.
Previously, Mr. Turmelle ran his own consulting company working with start-ups and turn-arounds in the areas of renewable energy, medical
and other advanced technologies. Mr. Turmelle has served on numerous Board of Directors including the Board of Directors of Implant Sciences
Corp., an explosive and narcotic trace detection company, where he served as Chairman of the Board from 2015 to 2017. Mr. Turmelle was
Chief Financial Officer and Chief Operating Officer and a member of the Board of Directors of SatCon. Mr. Turmelle was also on the Board
of Directors of Beacon Power, a SatCon spin-off company dealing in flywheel energy storage. Mr. Turmelle has a BA in Economics from Amherst
College and is a graduate of General Electric’s Financial Management Program. Mr. Turmelle brings to our Board years of public company
executive experience as well as extensive experience in finance and operations and in the field of electrical technology.
Family Relationships
Mr. Turmelle does not have a family relationship
with any of the current officers or directors of the Company.
Related Party Transactions
There are no related party transactions with regard
to Mr. Turmelle reportable under Item 404(a) of Regulation S-K.
Compensatory Arrangements
On December 30, 2021, the Company entered into
a Director Agreement with Mr. Turmelle (the “Turmelle Director Agreement”). Pursuant to the Turmelle Director Agreement, effective,
January 3, 2021, Mr. Turmelle shall serve as a member of the Board and will receive $20,000 annually in addition to 100,000 options annually,
vesting quarterly at the stock price on the date of grant.
COO and CTO Appointment
On December 30, 2021, the Board appointed Mr.
William McGann to serve as the Company’s Chief Operating Officer and Chief Technology Officer, effective January 3, 2022 (the “Effective
Date”).
William McGann, 63, COO and CTO
Mr. McGann has served as a member of the Board since September 22, 2021.
Mr. McGann has served as the Chief Technology Officer for the Security, Detection and Automation business at Leidos Corporation from May
2020, through December 30, 2021. Central to his role is the creation of innovative customer solutions driven by a strong portfolio
of physics, chemistry, and software-based products. Mr. McGann has a strong, directed passion for transforming credible science into practical
technology solutions in solving some of the world’s greatest challenges. Prior to joining Leidos, Mr. McGann held numerous business
and technology leadership positions and roles including: (a) Founder of the first explosives trace detection company, Ion Track Instruments,
(b) Chief Technology Officer for GE Security, (c) VP of Engineering for United Technologies Fire and Security business, (d) CEO and board
member of Implant Sciences Corp., and (e) Chief Technology Officer at L3Harris Aviation Security and Detection business. Mr. McGann holds
a Ph.D. in Chemical Physics from the University of Connecticut and undergraduate degrees in Chemistry and Biology.
The Board believes that Mr. McGann’s experience
in security and technology makes him ideally qualified to help lead the Company towards continued growth and success as the Company continues
to develop and commercialize its offerings and expand its business plan.
On the Effective Date, the Company entered into
that certain employment agreement (the “McGann Employment Agreement”) with Mr. McGann, whereby Mr. McGann assumed the role
of Chief Operating Officer and Chief Technology Officer of the Company. The McGann Employment Agreement is for an indefinite term and
may be terminated with or without cause.
Pursuant to the McGann Employment Agreement, Mr.
McGann will receive an annual base salary of $400,000 (the “Base Salary”). Mr. McGann shall be eligible to earn an annual
cash bonus in an amount of up to thirty seven and one half percent (37.5%) of Base Salary, subject to achieving certain performance milestones
that are to be established and approved by the Board. Pursuant to the McGann Employment Agreement, Mr. McGann was granted a stock option
to purchase up to 535,000 shares of the Company’s common stock (the “McGann Stock Options”). The McGann Stock Options
shall vest as follows (i) 178,333 options shall vest immediately upon grant (ii) 178,333 options shall vest on the 12-month anniversary
of the date of grant (iii), 178,334 options shall vest on the 24-month anniversary of the date of grant. Upon termination of Mr. McGann
without cause, the Company shall pay or provide to Mr. McGann severance pay equal to his then current monthly base salary for twelve (12)
months from the date of termination. As a full-time employee of the Company, Mr. McGann will be eligible to participate in all of the
Company’s benefit programs.
Item 5.02 of this Current Report on Form 8-K contains
only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the
parties to the McGann Employment Agreement, and such descriptions is qualified in its entirety by reference to the full text of the McGann
Employment Agreement, a copy of which is filed herewith as Exhibit 10.1.
Item 9.01. Exhibits.
(d) Exhibits