Quantum-Si IncQSI
Quantum-Si Inc Stock Compensation Disclosure
Stock-based Compensation
Equity Incentive Plan
The Quantum-Si Incorporated 2021 Equity Incentive Plan (the “2021 Plan”) provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2021 Plan. As of December 31, 2024, there were 14,699,942 shares available for future grant under the 2021 Plan.
Inducement Equity Incentive Plan
On May 8, 2023, the Company adopted the 2023 Inducement Equity Incentive Plan (the “2023 Inducement Plan”) to reserve 3,000,000 shares of its Class A common stock to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company as a material inducement to such individuals’ entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. On August 23, 2024, the Company amended the 2023 Inducement Plan to reserve an additional 3,000,000 shares of its Class A common stock under the 2023 Inducement Plan. The terms and conditions of the 2023 Inducement Plan, as amended, are substantially similar to those of the 2021 Plan. As of December 31, 2024, there were 1,645,515 shares remaining available for issuance under the 2023 Inducement Plan.
Stock options
The Company granted an aggregate of 2,282,600 stock option awards to participants during the year ended December 31, 2024, with vesting subject to the participant’s continued employment with or continued service provided to the Company through the applicable vesting dates.
During the year ended December 31, 2023, the Company granted an aggregate of 10,138,730 stock option awards to participants, with vesting subject to the participant’s continued employment with or continued service provided to the Company through the applicable vesting dates and, in specific instances, certain market conditions. These stock option awards included 2,000,000 stock options granted to the Chief Financial Officer which are subject to service and/or certain market conditions. The stock option awards granted to the Chief Financial Officer included 1,000,000 stock options issued from the 2021 Plan and 1,000,000 inducement stock options issued from the 2023 Inducement Plan which are subject to a service condition and certain market conditions. The service condition requires the Chief Financial Officer’s continued employment with the Company through the applicable vesting dates. The market conditions require the Company’s Class A common stock trade above a specified level for a defined period of time. The fair value of awards with market conditions was estimated at the grant date using the Monte Carlo simulation model.
During the year ended December 31, 2022, the Company granted 14,271,330 stock option awards to participants with vesting subject to the participant’s continued employment with the Company through the applicable vesting dates and, in specific instances, certain market conditions. These stock option awards included 6,950,000 stock options granted to the Chief Executive Officer which are subject to service and/or certain market conditions and 2,000,000 stock options granted to the prior President and Chief Operating Officer, of which 1,708,334 were forfeited on August 31, 2023 upon the termination of his employment with the Company. The stock options granted to the Chief Executive Officer include 4,170,000 stock options issued from the 2021 Plan and 2,780,000 inducement stock options granted outside of the 2021 Plan. The service condition requires the Chief Executive Officer’s continued employment with the Company through the applicable vesting dates. The market conditions require the Company’s Class A common stock trade above a specified level for a defined period of time. The fair value of awards with market conditions was estimated at the grant date using the Monte Carlo simulation model.
Stock-based compensation related to stock options for the years ended December 31, 2024, 2023 and 2022 was $6.4 million, $7.1 million and $7.3 million, respectively. The Company estimates and records the compensation cost associated with the grants described above with an offsetting entry to paid-in capital. The Company utilized the Black-Scholes model for determining the estimated fair value for service or performance-based stock-based awards. The Black-Scholes model requires the use of subjective assumptions which determine the fair value of stock-based awards. The assumptions used to value option grants to employees and non-employees for the years ended December 31, 2024, 2023 and 2022 were as follows:
| 2024 | 2023 | 2022 | ||||||||||||||||||
| Expected term (in years) | 4.6 – 5.0 | 5.0 – 6.2 | 5.5 – 6.4 | |||||||||||||||||
| Risk-free interest rate | 3.4% – 5.2% | 3.4% – 4.4% | 1.7% – 4.2% | |||||||||||||||||
| Expected volatility | 82% - 91% | 62% - 64% | 58% - 64% | |||||||||||||||||
| Expected dividend yield | — | — | — | |||||||||||||||||
| Weighted average fair value/share at grant date | $ | 1.03 | $ | 1.01 | $ | 1.51 | ||||||||||||||
A summary of the stock option activity is presented in the table below:
| Number of Options | Weighted Average Exercise Price (per share) | Weighted Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
| Outstanding at December 31, 2023 | 22,511,900 | $ | 2.79 | 8.2 | $ | 3,194 | |||||||||||||||||
| Granted | 2,282,600 | 1.51 | |||||||||||||||||||||
| Exercised | (598,689) | 1.79 | $ | 547 | |||||||||||||||||||
| Forfeited | (3,277,407) | 3.23 | |||||||||||||||||||||
| Expired | (115,262) | 2.45 | |||||||||||||||||||||
| Outstanding at December 31, 2024 | 20,803,142 | $ | 2.61 | 7.8 | $ | 11,507 | |||||||||||||||||
| Exercisable at December 31, 2024 | 9,014,076 | $ | 6.72 | 6.7 | $ | 3,468 | |||||||||||||||||
| Vested and expected to vest at December 31, 2024 | 17,936,135 | $ | 7.68 | 7.7 | $ | 9,552 | |||||||||||||||||
The total fair value of stock options that vested during the years ended December 31, 2024 and 2023 was approximately $6.4 million and $7.8 million, respectively.
As of December 31, 2024 total unrecognized stock-based compensation related to stock options was $11.4 million, which is expected to be recognized over a remaining weighted average vesting period of 2.3 years.
Modification of Performance Stock Options
As described above, in November 2022 and May 2023, the Company granted 2,780,000 and 1,000,000 performance-based stock option awards to its Chief Executive Officer and Chief Financial Officer, respectively. The vesting of these awards
are subject to continued service to the Company and certain market conditions. The market conditions require the Company’s Class A common stock trade above specified levels for certain periods of time. The fair values of the awards were estimated at the grant date using the Monte Carlo simulation model.
On March 15, 2024, the market conditions that trigger the vesting of these performance-based stock option awards were modified. The modified market conditions require the Company’s Class A common stock to trade above specified levels for certain defined periods of time that are different from the original awards. The Company accounted for the modifications as modifications of market conditions. The total incremental stock-based compensation expense to be recognized for these awards is approximately $2.4 million within Selling, general and administrative operating expenses in the Consolidated Statements of Operations and Comprehensive Loss. Incremental stock-based compensation expense for the year ended December 31, 2024 was $0.6 million. There were no such modifications to performance-based stock option awards for the years ended December 31, 2023 and 2022.
Restricted stock units
During the year ended December 31, 2024, the Company granted 9,216,559 restricted stock unit (“RSU”) awards.
During the year ended December 31, 2023, the Company granted 786,938 restricted stock unit (“RSU”) awards.
During the year ended December 31, 2022, the Company granted 66,666 restricted stock unit (“RSU”) awards. On February 8, 2022, John Stark, the Company’s former Chief Executive Officer and member of its board of directors, stepped down from all of his positions with the Company. As a result of Mr. Stark not meeting the service conditions of certain awards previously granted to him, 1,731,371 RSU awards were forfeited, resulting in a reversal of stock-based compensation for the year ended December 31, 2022 of $4.7 million.
Stock-based compensation related to RSU awards for the years ended December 31, 2024, 2023 and 2022 was $2.4 million, $1.4 million and $3.9 million, respectively.
The number of shares and weighted average grant date fair values of restricted non-vested common stock at the beginning and end of 2024, as well as restricted stock units granted, vested, and forfeited during the year were as follows:
| Number of Shares Underlying RSUs | Weighted Average Grant-Date Fair Value (per share) | ||||||||||
| Non-vested RSUs at December 31, 2023 | 847,169 | $ | 2.68 | ||||||||
| Granted | 9,216,559 | 1.45 | |||||||||
| Vested | (1,096,515) | 2.42 | |||||||||
| Forfeited | (1,788,204) | 1.69 | |||||||||
| Non-vested RSUs at December 31, 2024 | 7,179,009 | $ | 1.39 | ||||||||
The total fair value of restricted stock vested during the years ended December 31, 2024 and 2023 was approximately $2.6 million and $14.4 million, respectively.
Stock-based compensation is allocated to Research and development and Selling, general and administrative operating expenses in the Consolidated Statements of Operations and Comprehensive Loss. Stock-based compensation expense for the years ended December 31, 2024, 2023 and 2022 is as follows (in thousands):
| 2024 | 2023 | 2022 | |||||||||||||||
| Research and development | $ | 2,659 | $ | 2,961 | $ | 4,548 | |||||||||||
| Selling, general and administrative | 6,228 | 5,555 | 6,658 | ||||||||||||||
| Total stock-based compensation | $ | 8,887 | $ | 8,516 | $ | 11,206 | |||||||||||
No related tax benefits of the stock-based compensation expense have been recognized and no related tax benefits have been realized from the exercise of stock options due to the Company’s net operating loss carryforwards.
As of December 31, 2024 total unrecognized stock-based compensation related to restricted stock was $9.3 million, which is expected to be recognized over the remaining weighted average vesting period of 3.3 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2024 | Mar 3, 2025 | Showing above |
| 2022 | Mar 17, 2023 | |
| 2021 | Mar 1, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.