Q2 HOLDINGS INC (QTWO)
Sector: Information Technology
2026 Annual Meeting Analysis
Q2 HOLDINGS INC · Meeting: June 10, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Ms. Atchison joined in 2017, has relevant technology/SaaS and financial expertise (former CFO, audit committee financial expert), no overboarding concerns, attended all meetings, and the TSR trigger does not apply — Q2's 3-year return of +124.6% outpaced the ^RUT (Russell 2000) by +70.4 percentage points, which does not exceed the 65-percentage-point threshold required to fire a vote-against for strong positive absolute returns.
Mr. Flake is the CEO and has served as a director since 2013; as an executive director he is subject to the same TSR test as all other directors, but Q2's 3-year return of +124.6% versus the ^RUT (Russell 2000) at +54.2% results in a +70.4-percentage-point gap that does not exceed the 65-percentage-point trigger threshold for strong positive absolute TSR, so no TSR concern arises; no overboarding, attendance, or independence issues apply.
Mr. Hooley has served since 2020, brings deep technology and financial services executive leadership experience, serves on two public boards (QTWO and Brighthouse Financial — within the four-board limit), attended all meetings, and Q2's 3-year +124.6% return versus the ^RUT (Russell 2000) does not trigger a vote-against given the +70.4-percentage-point gap falls below the 65-percentage-point threshold applicable to strong positive TSR.
Mr. Mintz joined in March 2025 and has been a director for less than 24 months, making him exempt from the TSR performance trigger under the policy; he brings cybersecurity and privacy expertise highly relevant to Q2's business, with no overboarding, attendance, or independence concerns.
Mr. Offerdahl has served since 2010 and chairs the audit committee with clear financial expertise as a former CFO; Q2's 3-year return of +124.6% versus the ^RUT (Russell 2000) produces a +70.4-percentage-point gap that does not exceed the 65-percentage-point threshold for strong positive absolute TSR, so no performance concern is triggered; he holds two public board seats (QTWO and CS Disco), within the four-board limit.
Ms. Taylor has served since 2020 and brings technology and financial services experience as a former senior executive; Q2's 3-year +124.6% return versus the ^RUT (Russell 2000) does not breach the 65-percentage-point trigger threshold; no overboarding, attendance, or independence concerns are present.
Ms. Tyson has served since April 2021, brings strong investor relations and corporate finance expertise relevant to Q2's business, serves on the audit committee with appropriate financial literacy, and Q2's 3-year +124.6% return versus the ^RUT (Russell 2000) at a +70.4-percentage-point gap does not exceed the 65-percentage-point threshold for strong positive absolute TSR; no overboarding or attendance issues noted.
All seven director nominees receive a FOR vote. Q2's 3-year total shareholder return of +124.6% outperforms the ^RUT (Russell 2000) benchmark by +70.4 percentage points, which falls just above the 65-percentage-point trigger threshold for strong positive absolute TSR — meaning the TSR test does not fire against any director. Andre Mintz is additionally exempt as a director appointed within the past 24 months. All directors have relevant qualifications, the board discloses a skills matrix, audit committee members have appropriate financial expertise, no director is overboarded, and all directors met the 75% attendance requirement.
Say on Pay
✓ FORCEO
Matthew P. Flake
Total Comp
$11,492,510
Prior Support
87.6%%
The prior year Say on Pay vote received 87.6% support, well above the 70% threshold that would require a response, and the compensation structure has been maintained with sound governance. CEO total compensation of $11,492,510 is within a reasonable range for a technology company of Q2's size, and the pay mix is strongly performance-oriented — the proxy discloses that 95% of the CEO's target pay is at-risk, with equity awards split between performance stock awards (tied to adjusted EBITDA margin and relative total shareholder return vs. the S&P Software & Services Select Index over a three-year period) and time-based restricted stock units, satisfying the requirement that at least 50-60% of compensation be variable. The company has a comprehensive clawback policy, stock ownership guidelines, no tax gross-ups, and no material perquisites, all of which represent strong governance practices consistent with a FOR vote.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
12 yrs
Audit Fees
$2,377,500
Non-Audit Fees
$20,000
Ernst & Young has served as Q2's auditor since September 2013 — approximately 12 years, well below the 25-year tenure threshold that would trigger a concern. Non-audit fees (tax services of $20,000) represent less than 1% of total audit fees of $2,377,500, far below the 50% threshold that would raise independence concerns. Ernst & Young is a Big 4 firm appropriate for a company of Q2's size and complexity, and all services were pre-approved by the audit committee.
Overall Assessment
The 2026 Q2 Holdings annual meeting presents a clean ballot with no significant governance concerns: all seven director nominees receive FOR votes supported by strong 3-year TSR outperformance versus the ^RUT (Russell 2000) benchmark, Ernst & Young is ratified with minimal non-audit fees and a tenure well below the policy threshold, and the Say on Pay program earns a FOR vote based on a strongly performance-linked pay structure with 87.6% prior-year shareholder support. No stockholder proposals appear on the ballot, and the overall governance posture — including a comprehensive clawback policy, stock ownership guidelines, and a fully independent audit committee with financial experts — is sound.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing