Item 3.02 Unregistered Sales of Equity Securities.
The relevant information in Item 5.02 on this Current Report on Form 8-K,
regarding the McGann Stock Options is incorporated herein by reference. The
shares of common stock underlying the McGann Stock Options were not registered
under the Securities Act of 1933, as amended (the "Securities Act") but
qualified for exemption under Section 4(a)(2) and/or Regulation D of the
Securities Act.
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.
1
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.
2
Item 9.01. Exhibits.
(d) Exhibits
Exhibit No. Exhibit
10.1 Form Director Agreement (incorporated herein by reference to Exhibit
10.1 to Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 23, 2021)
10.2 Employment Agreement, dated January 3, 2022, by and between Quantum
Computing, Inc. and William McGann
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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QUANTUM COMPUTING INC. 
