🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Quantum-Si Incorporated. Its purpose is to provide shareholders with information ahead of the 2026 Annual Meeting so they can vote on important company matters. Think of it as the official "meeting guide and ballot" for shareholders.

📅 Meeting Details & Logistics

Date & Time: Friday, May 15, 2026, at 1:00 p.m. Eastern Time.
Format: Virtual-only via live webcast at https://edge.media-server.com/mmc/p/3t89bex7. No in-person attendance.
Record Date: You must have owned shares of Class A or Class B common stock by March 20, 2026 to vote.
👉 Why it matters: The company is holding a virtual meeting to enhance access and reduce costs. Shareholders can listen, vote, and submit questions during the live webcast.

🗳️ What Shareholders Are Voting On

There are three proposals the board recommends you vote "FOR" on:

1. Elect 10 Directors: Charles Kummeth, Jeffrey Hawkins, Paula Dowdy, Ruth Fattori, Amir Jafri, Jack Kenny, Brigid A. Makes, Scott Mendel, Kevin Rakin, and Jonathan M. Rothberg, Ph.D.
2. Ratify Auditors: Approve PricewaterhouseCoopers LLP as the independent accounting firm for the fiscal year ending December 31, 2026.
3. Advisory Vote on Pay: Approve, on a non-binding basis, the compensation of the company's named executive officers (the "say-on-pay" vote).

⚖️ Voting Power & Structure

This is a crucial section. Quantum-Si has two classes of stock:

• Class A Common Stock: 1 vote per share.
• Class B Common Stock: 20 votes per share. Control: Dr. Jonathan Rothberg, the company's founder, owns 100% of the Class B shares. This gives him approximately 69.33% of the total voting power.
  👉 Why it matters: Dr. Rothberg's voting control means he can effectively approve all proposals. While other shareholders vote, the outcome is largely determined by his support.

👥 Board & Management Snapshot

The board has 10 members. The company is a "controlled company" due to Dr. Rothberg's voting power, but it maintains a majority of independent directors.
Key Committees:

• Audit Committee: Scott Mendel (Chair), Brigid A. Makes, Kevin Rakin.
• Compensation Committee: Ruth Fattori (Chair), Paula Dowdy, Amir Jafri, Jack Kenny.
• Nominating & Governance Committee: Jack Kenny (Chair), Paula Dowdy, Amir Jafri.

💰 Executive Compensation (2025)

The filing details the pay for the Named Executive Officers (NEOs). Here are the total compensation figures for 2025:

• Jeffrey Hawkins (CEO & President): $3,183,693
• Jeffry Keyes (CFO & Treasurer): $1,656,849
• John Vieceli, Ph.D. (Chief Product Officer): $1,455,002

The largest portion of their pay comes from Stock Awards and Option Awards, designed to tie their compensation to long-term company performance.

🔍 How To Vote & Key Deadlines

Shareholders can vote in three ways:

1. Internet: Follow instructions on the proxy card.
2. Telephone: Follow instructions on the proxy card.
3. Mail: Complete, sign, and return the proxy card. The proxy materials are available online at the meeting link above. The company began sending the Notice of Internet Availability on April 1, 2026.

🧠 The Analogy

Voting on this proxy is like being a member of a club with a powerful founding member. You get a say on the club's leaders and rules (the proposals), but the founding member, who owns the majority of the special "super-voting" shares, has the final decision. Your vote still matters for recording your opinion, especially on executive pay and auditor approval, but the outcome is heavily influenced by one person.

📇 Key Contacts & People

• Investor Relations: [email protected] | (866) 688-7374
• Corporate Secretary: Christian LaPointe, Ph.D.
• Principal Executive Office: 29 Business Park Drive, Branford, Connecticut 06405
• Board Chairman: Charles Kummeth
• CEO & President: Jeffrey Hawkins
• Founder & Controlling Shareholder: Jonathan M. Rothberg, Ph.D.

🧩 Final Takeaway

This annual meeting is a routine but essential governance event. The most significant takeaway is the concentrated voting power held by founder Jonathan Rothberg, which shapes all outcomes. Shareholders will vote to re-elect the entire board, approve auditors, and cast an advisory ballot on executive pay, the largest component of which is equity awards tied to future performance.