Quantum-Si (QSI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 16, 2025, with voting and Q&A available online.

• Stockholders will vote on electing ten directors, ratifying the auditor, and approving executive compensation.

• The board recommends approval of all proposals and encourages prompt voting.

• Proxy materials are primarily distributed electronically to conserve resources and reduce costs.

Voting matters and shareholder proposals

• Proposals include electing ten directors, ratifying PricewaterhouseCoopers LLP as auditor, and a non-binding say-on-pay vote.

• Each director is elected by a majority of votes cast; abstentions and broker non-votes have no effect.

• Stockholders can submit proposals for the 2026 meeting by December 3, 2025, following SEC and bylaw requirements.

Board of directors and corporate governance

• The board consists of ten members, with eight deemed independent under Nasdaq rules.

• The company qualifies as a "controlled company" due to majority voting power held by a single individual but maintains a majority-independent board and independent committees.

• Three standing committees: audit, compensation, and nominating/corporate governance, all with independent members.

• Directors are elected annually; all attended at least 75% of meetings in 2024.

• Corporate governance guidelines and an insider trading policy are in place.