qtwo-20240429

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

Q2 Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of Contents

April 29, 2024

Dear Stockholder:

You are cordially invited to attend this year's annual meeting of stockholders of Q2 Holdings, Inc. on June 11, 2024, at 1:00 p.m. Central Time. The annual meeting will be a completely "virtual" meeting. You will be able to attend the annual meeting, as well as vote and submit your questions during the live webcast of the meeting, by visiting www.virtualshareholdermeeting.com/QTWO2024 and entering the company number and control number included on your proxy card or in the instructions that accompany your proxy materials.

Details regarding admission to the annual meeting and the business to be conducted at the annual meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Whether or not you plan to attend the annual meeting, your vote is very important and we encourage you to vote promptly. You may vote by either marking, signing and returning the enclosed proxy card or using telephone or internet voting. For specific instructions on voting, please refer to the instructions on your enclosed proxy card. If you attend the annual meeting you will have the right to revoke the proxy and vote your shares virtually at the meeting. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.

Sincerely yours,

Matthew P. Flake

Chief Executive Officer

Table of Contents

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS


DATE						Tuesday, June 11, 2024, at 1:00 p.m. Central Time

VIRTUAL ACCESS						The annual meeting will be a completely "virtual" meeting. You will be able to attend the annual meeting, as well as vote and submit your questions during the live webcast of the meeting, by visiting www.virtualshareholdermeeting.com/QTWO2024 and entering the company number and control number included on your proxy card or in the instructions that accompany your proxy materials.

PURPOSES						1. To elect eight directors to hold office for one-year terms or until their respective successors are elected and qualified, or their earlier death, resignation or removal;

						2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

						3. To vote on an advisory basis to approve the compensation of our named executive officers, or NEOs; and

						4. To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

RECORD DATE						You can vote if you were a stockholder of record at the close of business on April 24, 2024. Attendance at the meeting is limited to stockholders or their proxy holders and company guests. Only stockholders or their valid proxy holders may address the meeting.

VOTING						You may vote your shares by submitting a proxy by Internet, by telephone, or by completing, signing, dating and returning the enclosed proxy card or by voting while attending the annual meeting. To vote virtually during the live webcast of the annual meeting, please follow the instructions for attending and voting at the annual meeting posted at www.virtualshareholdermeeting.com/QTWO2024. You will need the company number and control number included on the enclosed proxy card. All votes must be received by the inspectors of election appointed for the meeting before the polls close at the annual meeting. The proxy card describes your voting options in more detail. If for any reason you desire to revoke your proxy, you can do so at any time before it is voted.

MAILING						On or about April 29, 2024, we will mail to our stockholders a copy of this Proxy Statement, a proxy card, and our 2023 Annual Report.


			By order of the Board of Directors,



			M. Scott Kerr
			Senior Vice President, General Counsel & Corporate Secretary
			April 29, 2024
			Austin, Texas

Table of Contents

IMPORTANT: Please vote your shares by submitting a proxy by Internet, by telephone, or by completing, signing, dating and returning the enclosed proxy card. The proxy card describes your voting options in more detail. If you attend the meeting, you may choose to vote at the meeting even if you have previously voted your shares.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2024. We have attached a Proxy Statement and a copy of our Annual Report on Form 10-K for the year ended December 31, 2023, or Annual Report . A complete set of proxy materials relating to our annual meeting, consisting of the Notice of Annual Meeting, Proxy Statement, Proxy Card and Annual Report, is available on the Internet and may be viewed at www.proxyvote.com.

Attending the Meeting

The meeting will be held virtually on Tuesday, June 11, 2024 at 1:00 p.m. Central Time, through a live webcast on the website www.virtualshareholdermeeting.com/QTWO2024. You will need to enter the company number and the control number included on your proxy card or in the instructions that accompany your proxy materials to enter the virtual meeting.

We believe that hosting a virtual meeting is in the best interest of Q2 and its stockholders and enables increased stockholder attendance and participation because stockholders can participate from any location around the world. We believe a virtual meeting also provides expanded access, improved communication and cost savings for our stockholders while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. Holding our meeting virtually also reduces the environmental impact of an in-person meeting, including attendee travel.

Stockholders attending the meeting virtually will be afforded the opportunity to participate in the annual meeting by asking questions via the Internet at www.virtualshareholdermeeting.com/QTWO2024. Through the online forum, you will be able to submit questions in writing in advance of the day of the annual meeting, vote and obtain copies of the proxy materials. In order to submit questions via the online forum, you will need your company number and control number included on your proxy card or in the instructions that accompany your proxy materials. As part of the annual meeting, we will hold a Q&A session, during which we intend to answer pertinent questions submitted, as time permits.

If during the check-in time or during the annual meeting you have technical difficulties or trouble accessing the virtual meeting website, we will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the annual meeting login page.

Questions


For Questions Regarding:						Contact:
Annual meeting						Q2 Investor Relations IR@q2.com

Stock ownership for registered holders						American Stock Transfer & Trust Company, LLC (800) 937-5449 (within the U.S. and Canada) or (718) 921-8124 (worldwide) or helpast@equiniti.com

Stock ownership for beneficial holders						Please contact your broker, bank or other nominee

Voting for registered holders						Q2 Investor Relations IR@q2.com

Voting for beneficial holders						Please contact your broker, bank or other nominee

Technical support during meeting						Please call the technical support number that will be posted on the annual meeting login page

Table of Contents

Q2 Holdings, Inc.

Table of Contents


			Page
Notice of 202 4 Annual Meeting of Stockholders
Proxy Statement for Annual Meeting of Stockholders			1
Solicitation and Voting			1
Proposal No. 1: Election of Directors			3
Environmental and Social Responsibility			6
Corporate Governance			6
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm			15
Report of the Audit Committee			17
Executive Officers			18
Compensation Discussion and Analysis			20
Report of the Compensation Committee			37
Compensation of Named Executive Officers			38
Equity Compensation Plan Information			51
CEO Pay Ratio			53
Pay Versus Performance			54
Certain Relationships and Related Party Transactions			59
Security Ownership of Certain Beneficial Owners and Management			61
Delinquent Section 16(a) Reports			62
Proposal No. 3 : Advisory Vote to Approve the Compensation of our Named Executive Officers			64
Stockholder Proposals or Nominations to Be Presented at Next Annual Meeting			65
Transaction of Other Business			65
Stockholders Sharing the Same Last Name and Address			66

Table of Contents

Q2 HOLDINGS, INC.

10355 PECAN PARK BOULEVARD

AUSTIN, TEXAS 78729

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 11, 2024

The board of directors of Q2 Holdings, Inc. is soliciting your proxy for the 2024 annual meeting of stockholders to be held on June 11, 2024, or any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement and related materials are first being mailed to stockholders on or about April 29, 2024. References in this Proxy Statement to the "Company," "we," "our," "us" and "Q2" are to Q2 Holdings, Inc. and its consolidated subsidiaries, and references to the "annual meeting" are to the 2024 annual meeting of stockholders. When we refer to Q2's fiscal year, we mean the annual period ended on December 31. This Proxy Statement covers our 2023 fiscal year, which was from January 1, 2023 through December 31, 2023, or fiscal 2023. Certain information contained in this Proxy Statement is incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed by Q2 with the U.S. Securities and Exchange Commission, or SEC, on February 21, 2024.

SOLICITATION AND VOTING

Record Date

Only stockholders of record at the close of business on April 24, 2024 will be entitled to notice of and to vote at the meeting and any adjournment thereof. At the close of business on April 24, 2024, a total of 60,099,512 shares of our common stock were outstanding and entitled to vote. Each share of common stock has one vote.

Quorum

A majority of the shares of common stock issued and outstanding as of the record date must be represented at the meeting, either by virtual attendance or by proxy, to constitute a quorum for the transaction of business at the meeting. Your shares will be counted towards the quorum if you submit a valid proxy (or one is submitted on your behalf by your broker or bank) or if you vote virtually at the meeting. Abstentions and "broker non-votes" (shares held by a broker or nominee that does not have the authority, either express or discretionary, to vote on a particular matter) will each be counted as present for purposes of determining the presence of a quorum.

Vote Required to Adopt Proposals

Each share of our common stock outstanding on the record date is entitled to one vote on each of the eight director nominees. For the election of directors, the nominees to serve as directors will be elected by a plurality of the votes cast by the stockholders entitled to vote at the election. You may vote "For" or "Withhold" with respect to each director nominee. Each share of our common stock outstanding on the record date is entitled to one vote on each other matter presented. Approval of Proposal Nos. 2 and 3 each requires the affirmative vote of a majority in voting power of the shares in attendance at the meeting or represented by proxy and entitled to vote on the matter. Because Proposal No. 3, the vote on compensation of our NEOs, is advisory, it will not be binding upon our board of directors.

Effect of Abstentions and Broker Non-Votes

Broker non-votes occur when a beneficial owner of shares held in "street name" does not give instructions to the broker, bank or other nominee holding the shares as to how to vote on matters deemed "non-routine" by NYSE rules and regulations. Broker non-votes, if any, and shares voted "Withhold" will have no effect on the election of directors. For Proposal Nos. 2 and 3, broker non-votes, if any, will not be counted in determining the number of votes cast and will have no effect on the approval of these proposals, but abstentions will have the same effect as a vote against these proposals. Proposal No. 2, the ratification of our independent auditors, is a routine matter and if your shares are held in an account at a bank or brokerage firm, that bank or brokerage firm may vote your shares of common stock on Proposal No. 2. Banks and brokerage firms will not be permitted to vote your shares of common stock with respect to Proposal Nos. 1 and 3 unless you provide instructions as to how your shares should be voted. Your bank or broker will vote your shares on Proposal Nos. 1 and 3 only if you provide instructions on how to vote by following the instructions they provide to you. Accordingly, we encourage you to vote promptly, even if you plan to attend the annual meeting. In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal.

Table of Contents

Voting Instructions

If you complete and submit your proxy card or voting instructions, the persons named as proxies will follow your voting instructions. If no choice is indicated on a signed and dated proxy card, the shares will be voted as the board of directors recommends on each proposal as follows: "FOR" the election of each of the nominees named herein; "FOR" the ratification of the appointment of our independent auditors; and, "FOR" the approval on an advisory basis of the compensation of our NEOs. Many banks and brokerage firms have a process for their beneficial owners to provide instructions via telephone or the Internet. The voting instruction form that you receive from your bank or broker will contain instructions for voting.

Depending on how you hold your shares, you may vote in one of the following ways:

Stockholders of Record: You may vote by either marking, signing and returning the enclosed proxy card or using telephone or Internet voting. You may also vote virtually at the annual meeting.

Beneficial Stockholders: Your bank, broker or other holder of record will provide you with a voting instruction form for you to use to instruct them on how to vote your shares. Check the instructions provided by your bank, broker or other holder of record to see which voting options are available to you. However, since you are not the stockholder of record, you may not vote your shares virtually at the annual meeting unless you request and obtain a valid, "legal" proxy from your bank, broker or other agent.

Votes submitted by telephone or via the Internet must be received by 11:59 p.m. Eastern Time on June 10, 2024. Submitting your proxy by mail or telephone or via the Internet will not affect your right to vote virtually at the meeting should you decide to attend.

If you are a stockholder of record, you may revoke your proxy and change your vote at any time before the polls close by returning a later-dated proxy card, by voting again by Internet or telephone as more fully detailed in your proxy card or by delivering written instructions to the Corporate Secretary before the annual meeting. Attendance at the annual meeting will not in and of itself cause your previously voted proxy to be revoked unless you specifically so request or vote again at the annual meeting. If your shares are held in an account at a bank, brokerage firm or other agent, you may change your vote by submitting new voting instructions to your bank, brokerage firm or other agent, or, if you have obtained a "legal" proxy from your bank, brokerage firm or other agent giving you the right to vote your shares, by attending the annual meeting and voting virtually.

Solicitation of Proxies

We will bear the cost of soliciting proxies. In addition to soliciting stockholders by mail, we will request banks, brokers and other intermediaries holding shares of our common stock beneficially owned by others to obtain proxies from the beneficial owners and will reimburse them for their reasonable, out-of-pocket costs for forwarding proxy and solicitation material to the beneficial owners of common stock. We may use the services of our officers, directors and employees to solicit proxies, personally or by telephone, without additional compensation.

Voting Results

We will announce preliminary voting results at the annual meeting. We will report final results in a Form 8-K report filed with the SEC.

Table of Contents

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The following eight individuals, each of whom is currently a director and whose term expires at the 2024 annual meeting of stockholders, are nominated for election at the 2024 annual meeting of stockholders for one-year terms that will expire at the 2025 annual meeting of stockholders, and until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. If any of the nominees declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the election (although we know of no reason to anticipate that this will occur), the proxies may be voted for such substitute nominees as we may designate. The proxies cannot vote for more than eight persons.

The eight nominees for director receiving the highest number of votes of shares of common stock will be elected. A "Withhold" vote will have no effect on the outcome of the vote. Broker non-votes will have no effect on the outcome of the vote.

We believe that each of our directors has demonstrated business acumen, ethical integrity and an ability to exercise sound judgment as well as a commitment of service to us and our board of directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF R. LYNN ATCHISON, JEFFREY T. DIEHL, MATTHEW P. FLAKE, STEPHEN C. HOOLEY, JAMES R. OFFERDAHL, R. H. SEALE, III, MARGARET L. TAYLOR AND LYNN ANTIPAS TYSON AS DIRECTORS. PROXIES WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES.

The names of the nominees to be elected at this meeting and certain information about them as of April 29, 2024 is set forth below. Also set forth below are the specific experience, qualifications, attributes or skills that led our nominating and corporate governance committee to conclude that each person should serve as a director.


Name	Position	Age	Director Since
R. Lynn Atchison	Director	64	2017
Jeffrey T. Diehl	Director	54	2007
Matthew P. Flake	Chief Executive Officer and Director	52	2013
Stephen C. Hooley	Director	61	2020
James R. Offerdahl	Director	67	2010
R. H. Seale, III	Executive Chair	61	2005
Margaret L. Taylor	Director	73	2020
Lynn Antipas Tyson	Director	61	2021

Table of Contents

Director Experience, Skills and Diversity

The collective experience of our directors reflects a balanced diversity of the skills, expertise, background and viewpoints that we believe are integral to a well-functioning board. The following table summarizes those self-reported skills for each current director under several criteria we have identified as highly relevant to our current business strategy.

Name

Banking/ Financial Services

SaaS/Technology

Executive Leadership "C-Level"

Public Company Board

Finance/Strategy

Global

Compensation/ Talent

Risk Management

Regulatory

ESG

Ms. Atchison

Mr. Diehl

Mr. Flake

Mr. Hooley

Mr. Offerdahl

Mr. Seale

Ms. Taylor

Ms. Tyson

As of April 29, 2024, 37.5% of our board of directors self-identified as female and 12.5% self-identified as non-white.

Directors Nominated for Election at the 2024 Annual Meeting of Stockholders

R. Lynn Atchison has been a member of our board of directors since March 2017. Ms. Atchison serves as a director of Bumble, Inc. (Nasdaq: BMBL), an online dating application. Ms. Atchison served as a director of Absolute Software Corporation (Nasdaq: ABST), a provider of endpoint resilience solutions, from August 2019 until July 2023. Ms. Atchison served as Chief Financial Officer of Spredfast, Inc., or Spredfast, a social marketing software provider, from February 2017 until September 2018 when it was acquired by Lithium Technologies, LLC. Prior to her time at Spredfast, Ms. Atchison served as the Chief Financial Officer of HomeAway, Inc., a provider of online vacation rental services, from August 2006 until March 2016 shortly after it was acquired by Expedia, Inc. From February 2004 to August 2006, Ms. Atchison was Chief Financial Officer of Infoglide Software Corporation, an enterprise software provider. Prior to 2004, Ms. Atchison held various consulting, financial leadership and CFO roles, including CFO of Hoover's, Inc., a provider of online business information and was an accountant with Ernst & Young for eight years earlier in her career. Ms. Atchison holds a B.B.A. in Accounting from Stephen F. Austin State University and is National Association of Corporate Directors (NACD) Directorship Certified™. Ms. Atchison's extensive experience managing technology and software companies and her financial expertise make her a valuable member of our board of directors and audit and risk and compliance committees.

Jeffrey T. Diehl has been a member of our board of directors since July 2007. Mr. Diehl is the Managing Partner of Adams Street Partners, LLC, a global private equity firm, which he joined as a partner in November 2000. Mr. Diehl serves as a director of Paylocity Holding Corporation (Nasdaq: PCTY), a provider of payroll and human capital management software services, and various private companies. From 1997 until 2000, Mr. Diehl served as a Principal for the Parthenon Group, a strategy consulting and principal investing firm. Mr. Diehl holds an M.B.A. from Harvard Business School and a B.S. in Finance from Cornell University. Mr. Diehl's extensive experience as an investor in, and board member of, a variety of venture and growth-oriented companies in the software, IT-enabled business services and consumer Internet/media sectors brings valuable insight to our board of directors and compensation committee.

Matthew P. Flake has served as the Chief Executive Officer of Q2 Software, Inc., our sole operating subsidiary, since December 2011, and as our Chief Executive Officer and a member of our board of directors since October 2013. Mr. Flake also served as our President from March 2008 until August 2016 and from March 2019 until May 2023. From June 2005 until March 2008, Mr. Flake served as our Vice President of Sales. Mr. Flake previously served as a Regional Sales Director at S1 Corporation, a provider of Internet-based financial services solutions from 2002 until May 2005. Prior to that, Mr. Flake was a Regional Sales Manager for Q-Up Systems, Inc., a provider of interactive web-based solutions for community banks and credit unions from August 1999 until 2002. Mr. Flake holds a B.A. in Business from Baylor University. Mr. Flake's extensive experience in the community banking industry and his perspective as our head of sales for multiple years and current Chief Executive Officer make him a valuable member of our board of directors.

Table of Contents

Stephen C. Hooley has been a member of our board of directors since August 2020. Mr. Hooley currently serves as a director of Stericycle, Inc. (Nasdaq: SRCL), a provider of solutions for regulated medical waste management, secure information destruction, compliance, customer contact, and brand protection, and of Brighthouse Financial, Inc. (Nasdaq: BHF), a provider of annuities and life insurance. Mr. Hooley is the former board chairman and chief executive officer and president of DST Systems, Inc., a provider of technology-based information processing and servicing solutions. Prior to that, he served as chairman of a joint venture between DST Systems and State Street Corporation. Previously, Mr. Hooley served in several executive leadership roles at State Street Corporation. He began his career as an engineer with Texas Instruments. Mr. Hooley previously served on the board of directors for Legg Mason until its acquisition by Franklin Templeton and also previously served as director of DST Systems and Boston Financial Data Services. Mr. Hooley has a mechanical engineering degree from Worcester Polytechnic Institute. Mr. Hooley's extensive experience leading technology and financial services companies and his experience with other boards of directors makes him a valuable member of our board of directors and compensation and nominating and corporate governance committees.

James R. Offerdahl has been a member of our board of directors since December 2010. Mr. Offerdahl currently serves on the board of directors of CS Disco, Inc. (NYSE: LAW), a provider of ediscovery solutions, Rev.com, Inc., a privately held provider of automatic speech recognition for transcriptions, captions and subtitles and M-Files Inc., a privately held provider of intelligent information management and content services. Mr. Offerdahl served as Chief Financial Officer of Bazaarvoice, Inc., a provider of online rating and review solutions to brands and retailers worldwide from January 2013 until it was acquired by Marlin Equity Partners in February 2018. Mr. Offerdahl served as the Chief Financial Officer and Vice President of Administration of Convio, Inc., a provider of on-demand constituent engagement solutions, from February 2005 until it was acquired by Blackbaud, Inc. in May 2012. From August 2001 to April 2004, Mr. Offerdahl was President and Chief Executive Officer of Traq-Wireless, Inc., a provider of on-demand mobile resource management software and services. From 1998 to 2001, Mr. Offerdahl served as Chief Operating Officer and Chief Financial Officer of Pervasive Software, Inc., a developer and marketer of data management solutions, and as Chief Financial Officer from 1996 to 1998. From 1993 to 1996, Mr. Offerdahl was the Chief Financial Officer and Vice President of Administration of Tivoli Systems, Inc., a developer and marketer of systems management software, which was acquired by IBM in March 1996. Mr. Offerdahl holds an M.B.A. in Management and Finance from the University of Texas at Austin and a B.S. in Accounting from Illinois State University. Mr. Offerdahl's extensive experience managing technology and software companies and his financial expertise make him a valuable member of our board of directors and audit and risk and compliance committees.

R. H. Seale, III is our founder and Executive Chair of our board of directors and has overseen our growth from inception. Mr. Seale served as our Chief Executive Officer from March 2005 until October 2013, and as our President from March 2005 until March 2008. Mr. Seale previously founded Q-Up Systems, Inc. in 1997, serving as Chairman and Chief Executive Officer until its sale in April 2000 to S1 Corporation. Mr. Seale served as Chief Executive Officer of S1 Corporation's Community and Regional Solutions Group from April 2000 until August 2001. In February 1991, Mr. Seale co-founded Regency Voice Systems, a provider of voice banking solutions to community banks, which was acquired by Transaction System Architects in May 1997. Mr. Seale currently serves on the board of directors of CBANC Network, Inc., Alegion, Inc. and Guidefitter, Inc., all privately held companies, and is President of Seale, Inc., the general partner of R.H.S. Investments-I, L.P. Mr. Seale holds a B.S. in Agricultural Economics from Texas Tech University. Mr. Seale's perspective as our founder, former Chief Executive Officer, and a successful entrepreneur in the community banking and credit union industries make him a valuable member of our board of directors and risk and compliance committee.

Margaret L. Taylor has been a member of our board of directors since June 2020. Since January 2005, Ms. Taylor has served as a private investor/advisor. Previously, Ms. Taylor served as President of PeopleSoft Investments, Inc., an investment management and advisory services company and subsidiary of PeopleSoft, Inc., an enterprise software company (acquired by Oracle Corporation), from January 2000 until her retirement in January 2005, and as Senior Vice President of Corporate Operations of PeopleSoft, Inc. from January 1989 to December 1999. From January 2000 to December 2003, Ms. Taylor served as President of Nevada Pacific Development Corp., a consulting services firm. From December 1999 to December 2000, Ms. Taylor served as Chief Executive Officer of Venture Builders, LLC, a consulting company for start-up businesses. From May 1986 to October 1988, Ms. Taylor served as a Vice President of Trust and Investment Management at Hibernia Bank, a financial institution. From January 1983 to October 1985, Ms. Taylor served as Vice President of Organization, Planning, and Development at Bank of California, a financial institution. Ms. Taylor has also served on the board of directors of numerous publicly traded corporations, including Fair Isaac Corporation, a decision analytics company, from December 1999 to February 2012. In addition, Ms. Taylor has served and continues to serve as a member of the board of directors of various private companies. Ms. Taylor holds a B.A. in Communications and Psychology from Lone Mountain College of California. Ms. Taylor has also completed the Corporate Governance Program at Stanford Business School and the Compensation Committees Program at Harvard Business School. Ms. Taylor's extensive experience leading technology and financial services companies and her experience with other boards of directors makes her a valuable member of our board of directors and compensation and nominating and corporate governance committees.

Table of Contents

Lynn Antipas Tyson has been a member of our board of directors since April 2021. Ms. Tyson has served as the Executive Director of Investor Relations for Ford Motor Company, a car manufacturer, since October 2017 and is also a member of Ford's Enterprise Leadership Team. From July 2015 until June 2017, Lynn was Vice President, Investor Relations, at Atento S.A., a provider of client relationship and business process outsourcing services. Prior to that, from November 2013 until April 2015, Lynn served as Vice President, Investor Relations and Global Corporate Communications, for helicopter-services company CHC Helicopter, and as Senior Vice President, Investor Relations, at AECOM, an infrastructure consulting firm, from June 2012 to November 2013. Lynn twice served as a corporate finance leader at PepsiCo, a food and beverage company, where she started her career in 1985. She also led Investor Relations for Yum! Brands when it was spun off from PepsiCo in 1997. Lynn spent ten years at Dell, Inc., a computer and network infrastructure and services provider, including as Vice President, Investor Relations and Global Corporate Communications and served on Dell's Global Executive Management Committee. Lynn holds a B.S. in Psychology from The City University of New York – City College of New York and an M.B.A. from New York University. Ms. Tyson's extensive experience in corporate finance, strategy, investor relations and strategic communications, including financial disclosures, for companies in a broad range of industries, makes her a valuable member of our board and audit and nominating and corporate governance committees.

ENVIRONMENTAL AND SOCIAL RESPONSIBILITY

People are at the center of everything we do. As a result, our mission is foundational to building stronger and more diverse communities by strengthening their financial institutions. At Q2, it is important that we are a caring employer, governed by our business ethics, which positively impact our communities and build a better world while mitigating harm on the environment. As a global company, we embrace the diversity of our employees, partners, customers, internal and external stakeholders, and the communities we collectively serve. We believe that the consideration of diverse perspectives, inclusive of those from individuals with diverse backgrounds, experiences and talents is critical to our success. We have built belonging and inclusion into our culture with a focus on creating workplace environments and practices that mitigate bias and allow our employees to be their best. We make investments, volunteer time and provide expertise to a variety of charitable organizations that our teams support in the communities where they live. To learn more about our environmental, social and governance responsibility efforts, please view our Environmental, Social and Governance report on the investor relations section of our website at http://investors.q2.com. The information contained, or available through, our website is not incorporated by reference in this Proxy Statement.

CORPORATE GOVERNANCE

Director Independence

Our board of directors has determined that each of Ms. Atchison, Ms. Taylor and Ms. Tyson and Messrs. Diehl, Hooley and Offerdahl is an "independent director" for purposes of the New York Stock Exchange, or NYSE, listing standards and Rule 10A-3(b)(1) under the Exchange Act of 1934, as amended, or the Exchange Act, as the term relates to membership on the board of directors.

For a director to be considered independent, our board of directors must determine that the director does not have any direct or indirect material relationships (including vendor, supplier, consulting, legal, banking, accounting, charitable and family relationships) with us, other than as a director and a stockholder. NYSE listing standards set forth certain circumstances in which a director may not be deemed independent, including certain relationships that exist at the time of the determination or during the prior three years. Under these NYSE listing standards, Messrs. Flake and Seale could not be independent because they are Q2 employees.

With respect to our non-employee directors, our board of directors considered relevant facts and circumstances in making its determinations of independence, including the following:

•none of our non-employee directors receives any direct compensation from us other than under the director compensation plan;

•no immediate family member (within the meaning of the NYSE listing standards) of any non-employee director is an employee or otherwise receives direct compensation from us;

•no non-employee director is an employee of our independent registered public accounting firm and no non-employee director (or any of their respective immediate family members) is a current partner of our independent registered public accounting firm, or was within the last three years, a partner or employee of our independent registered public accounting firm and personally worked on our audit;

Table of Contents

•no non-employee director is a member, partner or principal of any law firm, accounting firm or investment banking firm that receives any consulting, advisory or other fees from us;

•none of our executive officers is on the compensation committee of the board of directors of a company that employs any of our non-employee directors (or any of their respective immediate family members) as an executive officer;

•no non-employee director (or any of their respective immediate family members) is indebted to us and we are not indebted to any non-employee director (or any of their respective immediate family members);

•no non-employee director serves as an executive officer of a charitable or other tax-exempt organization that received contributions from us; and

•the transactions described below under "Certain Relationships and Related Transactions."

Board of Directors Leadership Structure

The board of directors has adopted corporate governance guidelines to promote the functioning of the board and its committees. These guidelines address board composition, board functions and responsibilities, qualifications, leadership structure, committees and meetings.

Our Corporate Governance Guidelines do not mandate the separation of the offices of the Chair of the Board and the Chief Executive Officer, and the board is given the flexibility to select its Chair and our Chief Executive Officer in the manner that it believes is in the best interests of our stockholders. Accordingly, the board has chosen to separate the positions of Chair of the Board and Chief Executive Officer. We believe this structure is optimal for us because it avoids any duplication of effort between the Chair and the Chief Executive Officer and permits our Chief Executive Officer to focus his efforts on the day-to-day management of Q2. This separation provides strong leadership for the board and the Company through the Chair, while also positioning our Chief Executive Officer as our leader in the eyes of our employees and other stakeholders. Our board of directors has also designated a Lead Independent Director as described below. The board re-evaluates the best board leadership structure annually.

Risk Management

Our risk management function is overseen by our board of directors. Our board of directors leverages the review of financial and other risks by its audit, risk and compliance and compensation committees, as well as information provided through management reports and company policies, such as our Corporate Governance Guidelines and our Code of Business Conduct and Ethics to stay apprised of material risks and obtain access to all information necessary for its members to understand and evaluate how risks related to our business interrelate, how they affect us and how our management addresses those risks. Mr. Flake, as our Chief Executive Officer, works with our independent directors and with management when material risks are identified by the board of directors or management to address such risk. If the identified risk poses an actual or potential conflict with management, our independent directors would conduct an assessment by themselves.

Executive Sessions and Lead Independent Director

Non-executive officer directors generally meet in executive session each time the board of directors holds a regularly scheduled meeting. The board's policy is to hold executive sessions without the presence of management as a part of all regular board meetings, and, in any event, at least twice during each calendar year. Q2's Corporate Governance Guidelines provide that a non-executive officer independent director shall be chosen to preside at each executive session.

The board of directors has elected a non-executive officer director to serve in a Lead Independent Director capacity to coordinate the activities of the other non-executive officer directors, and to perform any other duties and responsibilities that the board of directors may determine. Mr. Diehl served as our Lead Independent Director throughout fiscal 2023.

The role of the Lead Independent Director includes:

•presiding at non-executive officer executive sessions, with the authority to call meetings of the independent directors;

Table of Contents

•presiding at executive sessions;

•functioning as principal liaison on board-wide issues between the independent directors and the Chair; and

•if requested by stockholders, ensuring that he/she is available, when appropriate, for consultation and direct communication.

Meetings of the Board of Directors and Committees

The board of directors held 9 meetings during fiscal 2023. The board of directors has four standing committees: a compensation committee, an audit committee, a risk and compliance committee and a nominating and corporate governance committee. During fiscal 2023, each of our directors attended at least 75% of the aggregate of the total number of meetings of (i) the board and (ii) the committees of the board on which such director served during that period.

The following table sets forth the standing committees of the board of directors and the members of each committee as of the date that this Proxy Statement was first made available to our stockholders:

Name

Compensation

Audit

Risk and Compliance

Nominating and Corporate Governance

R. Lynn Atchison

Chair

Jeffrey T. Diehl

Stephen C. Hooley

Chair

James R. Offerdahl

Chair

R. H. Seale, III

Margaret L. Taylor

Chair

Lynn Antipas Tyson

Compensation Committee

The members of the compensation committee are Ms. Taylor and Messrs. Diehl and Hooley, each of whom is a non-employee member of our board of directors. Mr. Hooley serves as the chair of the compensation committee. Our board of directors has determined that each member of our compensation committee is independent under the applicable NYSE listing standards and SEC rules and regulations, is a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act, and is an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code.

The functions of the compensation committee include:

•reviewing and approving corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers;

•reviewing and approving the salaries, bonuses, incentive compensation, equity awards, benefits and perquisites of our Chief Executive Officer and other executive officers;

•recommending the establishment (and modification or termination where appropriate) of our incentive compensation plans and programs for executive officers and equity compensation plans, and administering such plans;

•oversight of our strategies, programs and initiatives related to human capital management;

•oversight of succession and continuity planning for executive officers, including our Chief Executive Officer, and periodically reviewing our talent management program;

•recommending compensation programs for the non-executive-officer members of our board of directors;

•reviewing disclosures regarding executive compensation and any related reports required by the rules of the SEC;

Table of Contents

•making and approving grants of equity awards to all executive officers, directors and all other eligible individuals;

•reviewing and evaluating, at least annually, its own performance and the adequacy of its charter;

•reviewing with management the risks associated with our compensation policies; and

•reviewing and approving, or recommending for approval, and administering any policy for clawback or recoupment of incentive compensation and carrying out applicable recoupment provisions.

The compensation committee and board of directors believes that attracting, retaining and motivating our employees, and particularly our senior management team and key operating personnel, are essential to our performance and enhancing stockholder value. The compensation committee will continue to administer and develop our compensation programs in a manner designed to achieve these objectives.

The compensation committee reviews and recommends policies relating to compensation and benefits of our executive officers. The compensation committee reviews and approves corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers, evaluates the performance of these officers in light of those goals and objectives, and recommends the compensation of these officers based on such evaluations. The compensation committee also administers the issuance of restricted stock units, or RSUs, performance stock units and other awards under our equity compensation plans. In fulfilling its responsibilities, the compensation committee may delegate any or all of its responsibilities to one or more subcommittees composed of one or more members of the compensation committee.

In September 2019, the compensation committee selected Mercer LLC, or Mercer, to provide independent compensation consulting support. Mercer has provided market information on compensation trends and practices based on competitive data of a peer group of companies. Mercer is also available to perform special projects at the compensation committee's request. Mercer provides analyses and recommendations that inform the compensation committee's decisions, but neither decides nor approves any compensation actions. As needed, the compensation committee also consults with Mercer on other compensation-related matters, which for fiscal 2023 included a review of company-wide equity incentive plan grant practices and guidelines and the design of our new 2023 Equity Incentive Plan. For additional information regarding compensation consulting services provided by Mercer to the compensation committee, see "Compensation Discussion and Analysis - Executive Compensation-Setting Process" elsewhere in this Proxy Statement.

The compensation committee held five meetings during fiscal 2023.

Audit Committee

The members of the audit committee are Ms. Atchison, Mr. Offerdahl and Ms. Tyson, each of whom is a non-employee member of our board of directors. Mr. Offerdahl serves as the chair of the audit committee. Our board of directors determined that each of Ms. Atchison, Mr. Offerdahl and Ms. Tyson is independent under the applicable NYSE listing standards and SEC rules and regulations. Our board of directors also determined that each of Ms. Atchison, Mr. Offerdahl and Ms. Tyson meets the requirements for financial literacy and sophistication under the applicable NYSE listing standards and SEC rules and regulations, and each qualifies as an "audit committee financial expert," under the applicable NYSE listing standards and SEC rules and regulations.

The functions of the audit committee include:

•appointing, compensating, retaining and overseeing our independent auditors;

•approving the audit and non-audit services to be performed by our independent auditors;

•reviewing, with our independent auditors, all critical accounting policies and procedures;

•reviewing and discussing with management and the independent auditors our annual audited financial statements and any certification, report, opinion or review rendered by the independent auditors;

•reviewing with management and the independent auditors the adequacy and effectiveness of our internal control structure and procedures for financial reports;

Table of Contents

•reviewing and investigating conduct alleged to be in violation of our code of conduct and establishing procedures for our receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

•preparing the Report of the Audit Committee required in our annual proxy statement;

•reviewing the appointment, organization, budget, staffing and charter of the internal audit function, and the annual internal audit plan, progress against the internal audit plan and reviewing with management any reports of the internal audit function; and

•reviewing and evaluating, at least annually, its own performance and the adequacy of its charter.

The audit committee held eight meetings during fiscal 2023. Additional information regarding the audit committee is set forth in the Report of the Audit Committee immediately following Proposal No. 2.

Risk and Compliance Committee

The members of the risk and compliance committee are Ms. Atchison and Messrs. Offerdahl and Seale. Ms. Atchison serves as the chair of the risk and compliance committee.

The functions of the risk and compliance committee include:

•monitoring and oversight of response to, and compliance with, regulatory requirements, requests and orders;

•reviewing and reporting to the board of directors on all state and federal regulatory examinations, related reports and responses to those reports;

•approving the designation of key compliance officers;

•overseeing the adequacy, efficacy, and implementation of our compliance audit plan;

•approving and overseeing our major information systems projects that establish and prioritize information systems standards and overall performance;

•reviewing the adequacy and allocation of our information systems resources in terms of funding, personnel, equipment and service levels;

•reviewing, discussing with management and overseeing the implementation, monitoring and testing of our information systems security program, as well as risk mitigation strategies, business continuity and disaster recovery plans and controls and procedures with respect to information systems security;

•informing the board of directors of key risks identified by management and key risk management objectives and strategies;

•reviewing and evaluating, at least annually, its own performance and the adequacy of its charter; and

•approving compliance, information technology and risk policies and programs submitted by management.

The risk and compliance committee held six meetings during fiscal 2023.

Nominating and Corporate Governance Committee

The members of the nominating and corporate governance committee are Mr. Hooley, Ms. Taylor and Ms. Tyson. Ms. Taylor serves as the chair of the nominating and corporate governance committee. Our board of directors determined that each of Mr. Hooley, Ms. Taylor and Ms. Tyson is independent under the applicable NYSE listing standards and SEC rules and regulations.

Table of Contents

The functions of the nominating and corporate governance committee include:

•assisting our board of directors in identifying qualified director nominees and recommending nominees for each annual meeting of stockholders;

•developing, recommending and reviewing corporate governance principles applicable to us;

•consulting with our audit committee regarding, and periodically reviewing, our Code of Business Conduct and Ethics;

•overseeing the evaluation of the board of directors of its performance and the performance of each of its committees;

•reviewing and evaluating, at least annually, its own performance and the adequacy of its charter; and

•reviewing with management strategic issues and corporate actions related to environmental, social and governance issues.

The nominating and corporate governance committee held three meetings during fiscal 2023.

Director Nominations

Our nominating and corporate governance committee is responsible for, among other things, assisting our board of directors in identifying qualified director nominees and recommending nominees for each annual meeting of stockholders. In addition, our nominating and corporate governance committee has the authority to consider candidates for the board of directors recommended by stockholders and to determine the procedures with respect to such stockholder recommendations. The nominating and corporate governance committee's goal is to assemble a board that brings to our company a diversity of experience in areas that are relevant to our business and that complies with the NYSE listing standards and applicable SEC rules and regulations. While we do not have a formal diversity policy for board membership, the nominating and corporate governance committee generally considers the diversity of nominees in terms of knowledge, experience, background, skills, expertise, gender, race, ethnicity, age, cultural background and other factors. When considering nominees for election as directors, the nominating and corporate governance committee reviews the needs of the board for various skills, background, experience and expected contributions and the qualification standards established from time to time by the nominating and corporate governance committee. The nominating and corporate governance committee believes that directors must also have an inquisitive and objective outlook and mature judgment. Director candidates must have sufficient time available in the judgment of the nominating and corporate governance committee to perform all board and committee responsibilities, as members of the board of directors are expected to rigorously prepare for, attend and participate in all meetings of the board and applicable committee meetings. There are no differences in the manner in which our nominating and corporate governance committee evaluates candidates for the board of directors recommended by stockholders.

Other than the foregoing and the applicable rules regarding director qualification, there are no stated minimum criteria for director nominees. Under the NYSE listing standards, at least a majority of the members of the board must meet the definition of "independence" and at least one director must have accounting or related financial management expertise, as determined by the board of directors in its business judgment. The nominating and corporate governance committee also believes it appropriate for our Chief Executive Officer to participate as a member of the board of directors.

The nominating and corporate governance committee will evaluate annually the current members of the board who are willing to continue in service against the criteria set forth above in determining whether to recommend these directors for election. The nominating and corporate governance committee will assess regularly the optimum size of the board and its committees and the needs of the board for various skills, background and business experience in determining if the board requires additional candidates for nomination.

Candidates for director nominations come to our attention from time to time through incumbent directors, management, stockholders or third parties. These candidates may be considered at meetings of the nominating and corporate governance committee at any point during the year. Such candidates are to be evaluated against the criteria set forth above. If the nominating and corporate governance committee believes at any time that it is desirable that the board consider additional candidates for nomination, the nominating and corporate governance committee may poll directors and management for suggestions or conduct research to identify possible candidates and may engage, if the nominating and corporate governance committee believes it is appropriate, a third-party search firm to assist in identifying qualified candidates.

Table of Contents

Our Bylaws permit stockholders to nominate directors for consideration at an annual meeting. For more information regarding the requirements for stockholders to validly submit a nomination for director, see "Stockholder Proposals or Nominations to Be Presented at Next Annual Meeting" elsewhere in this Proxy Statement.

Compensation of Directors

On February 19, 2014, we adopted a director compensation policy which was most recently amended on December 6, 2022 and effective as of May 31, 2023. For the year ended December 31, 2023, the director compensation policy provides that each non-executive-officer director receives an annual cash fee of $30,000 and an annual equity award of $209,000 in restricted stock units, or RSUs. The number of RSUs is determined by dividing $209,000 by the fair market value of our common stock on the date of grant. The RSUs will vest quarterly over 12 months, provided that the director continues to serve as a director through such vesting dates. Directors receive an additional $10,000 annually for serving on our audit committee, an additional $7,500 annually for serving on our compensation committee, an additional $4,000 annually for serving on our nominating and corporate governance committee and an additional $7,500 annually for serving on our risk and compliance committee. In addition to any applicable committee membership fees, the chair of our audit committee receives an additional $15,000 annually, the chair of our compensation committee receives an additional $10,000 annually, the chair of our nominating and corporate governance committee receives an additional $9,000 annually, the chair of our risk and compliance committee receives an additional $10,000 annually. The board Chair receives an additional $60,000 annually and our Lead Independent Director receives an additional $20,000 annually. The Chair and our Lead Independent Director can elect to receive their annual fees as Chair or Lead Independent Director, as applicable, in RSUs, in lieu of cash, with the number of RSUs they would be entitled to receive determined by dividing the applicable stated dollar amount by the fair market value of our common stock on the date of grant. Such RSUs vest quarterly over 12 months, in each case provided that the director continues to serve as a director through such vesting dates. Non-executive-officer members of our board of directors are reimbursed for travel and other out-of-pocket expenses in connection with attending meetings.

2023 Director Compensation Table

The following table sets forth information concerning the compensation earned during fiscal 2023 by each director who received such compensation. Our Chief Executive Officer did not receive additional compensation for his service as a director and, consequently, is not included in the table. The compensation received by our Chief Executive Officer as an employee is presented in the "Summary Compensation Table" elsewhere in this Proxy Statement:


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(8)			Total ($)
R. H. Seale, III(1)	$	36,473	$	269,011	(9)	$	305,484
R. Lynn Atchison(2)	55,651		208,994		(10)	$	264,645
Jeffrey T. Diehl(3)	60,583		208,994		(10)	$	269,577
Stephen C. Hooley(4)	46,281		208,994		(10)	$	255,275
James R. Offerdahl(5)	60,651		208,994		(10)	$	269,645
Margaret L. Taylor(6)	47,747		208,994		(10)	$	256,741
Lynn A. Tyson (7)	43,096		208,994		(10)	$	252,090

(1)As of December 31, 2023, Mr. Seale had 4,618 shares underlying unvested RSUs. Fees earned or paid in cash consist of a $30,000 annual fee for service on our board of directors, and $6,473 in annual fees for service on our risk and compliance committee. For 2023, Mr. Seale received his $60,000 annual fee for service as Chair of the board of directors in RSUs in lieu of cash.

(2)As of December 31, 2023, Ms. Atchison had 3,588 shares underlying unvested RSUs. Fees earned or paid in cash consist of a $30,000 annual fee for service on our board of directors, $9,178 in annual fees for service on our audit committee, $6,473 in annual fees for service on our risk and compliance committee, and $10,000 in annual fees for service as the chair of our risk and compliance committee.

(3)As of December 31, 2023, Mr. Diehl had 3,588 shares underlying unvested RSUs. Fees earned or paid in cash consist of a $30,000 annual fee for service on our board of directors, $6,473 in annual fees for service on our compensation committee, $4,110 in annual fees for service as the chair of our compensation committee through June 9, 2023 and $20,000 in annual fees for service as our lead independent director.

Table of Contents

(4)As of December 31, 2023, Mr. Hooley had 3,588 shares underlying unvested RSUs. Fees earned or paid in cash consist of $30,000 in annual fee for service on our board of directors, $3,918 in annual fees for service on our nominating and corporate governance committee, $6,473 in annual fees for service on our compensation committee and $5,890 in annual fees for service as the chair of our compensation committee beginning June 10, 2023 .

(5)As of December 31, 2023, Mr. Offerdahl had 3,588 shares underlying unvested RSUs. Fees earned or paid in cash consist of a $30,000 annual fee for service on our board of directors, $9,178 in annual fees for service on our audit committee, $15,000 in annual fees for service as the chair of our audit committee, and $6,473 in annual fees for service on our risk and compliance committee.

(6)As of December 31, 2023, Ms. Taylor had 3,588 shares underlying unvested RSUs. Fees earned or paid in cash consist of $30,000 in annual fee for service on our board of directors, $3,918 in annual fees for service on our nominating and corporate governance committee, $6,473 in annual fees for service on our compensation committee and $7,356 in annual fees for service as the chair of our nominating and corporate governance committee.

(7)As of December 31, 2023, Ms. Tyson had 3,588 shares underlying unvested RSUs. Fees earned or paid in cash consist of $30,000 in annual fee for service on our board of directors, $3,918 in annual fees for service on our nominating and corporate governance committee, and $9,178 in annual fees for service on our audit committee.

(8)Amounts represent the aggregate grant date fair value of RSUs granted during the year computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718. Assumptions used in calculating these amounts are described in Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2023. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

(9)Consists of RSUs for 9,238 shares of our common stock which vest in equal quarterly installments over one year beginning September 9, 2023 in respect of his annual director equity award grant and his election to receive RSUs for the 2023-2024 director year in lieu of his annual cash Chair fee.

(10)Consists of RSUs for 7,177 shares of our common stock which vest in equal quarterly installments over one year beginning September 9, 2023 in respect of each director's annual director equity award grant.

Non-Executive-Officer Director Stock Ownership Guidelines

In April 2020, our board of directors adopted stock ownership guidelines that apply to our executive officers and our non-executive-officer directors. Pursuant to these guidelines, each of our non-executive-officer directors must retain an equity interest in Q2 that is at least three times the base annual cash board retainer. Covered individuals will have five years from the time the stock ownership guideline becomes applicable to meet their respective guideline. Shares counted toward satisfying the guideline include shares owned outright, other shares beneficially owned, and unvested time-based RSUs. Unvested or unearned performance-based equity awards and outstanding stock options will not be counted towards satisfying the ownership requirements.

For purposes of our stock ownership guidelines, the value of the equity interests held by a non-executive-officer director is calculated based on the average closing stock price of one share of our common stock as listed on the NYSE for the 30 calendar days preceding the determination date. Each non-executive-officer director will have five years to accumulate this equity interest from the later of the implementation of the stock ownership guidelines or the date such person became subject to the stock ownership guidelines. As of December 31, 2023, each of our non-executive-officer directors was in compliance with our non-executive-officer director stock ownership guidelines.

Stockholder Engagement

We carefully consider feedback from our stockholders regarding us, our executive compensation program and corporate governance matters. Our stockholders are invited to express their views to members of our board of directors as described below under "Communications with Directors." We also engage in dialogue with our major stockholders throughout the year to solicit their views and opinions about various topics and matters of mutual interest. We believe that our stockholder outreach process continues to strengthen our understanding of our stockholders' concerns and the issues on which they are focused. We therefore expect to continue to engage with our stockholders on a regular basis.

Table of Contents

Communications with Directors

Stockholders and other interested parties may communicate with the board of directors in writing by mail addressed as follows:

Board of Directors of Q2 Holdings, Inc.

c/o Corporate Secretary

10355 Pecan Park Boulevard

Austin, Texas 78729

Please indicate on the envelope that the correspondence contains a stockholder communication. All directors have access to this correspondence. Stockholders and other interested persons may communicate with our Lead Independent Director in writing by mail addressed to the above address, Attention: Lead Independent Director. In accordance with instructions from the board, the Corporate Secretary logs and reviews all correspondence and transmits such communications to the full board or individual directors, as appropriate. Certain communications, such as business solicitations, job inquiries, junk mail, patently offensive material or communications that present security concerns may not be transmitted, as determined by the Corporate Secretary.

Director Attendance at Annual Meetings

We attempt to schedule our annual meeting of stockholders at a time and date to accommodate attendance by our board of directors taking into account the directors' schedules. All directors are encouraged to attend our annual meeting of stockholders. The board of directors, however, does not have a policy requiring director attendance at our annual meetings of stockholders. All of our directors attended our 2023 annual meeting of stockholders held on May 31, 2023.

Committee Charters and Code of Business Conduct and Ethics

Our board of directors has adopted a written charter for each of the compensation committee, the audit committee, the risk and compliance committee and the nominating and corporate governance committee. Each charter is available on the investor relations section of our website at http://investors.q2.com.

We have adopted a Code of Business Conduct and Ethics, or the Code, that applies to all of our employees, officers and directors. The Code is available on the investor relations section of our website at http://investors.q2.com. Any substantive amendment to or waiver of any provision of the Code may be made only by the board of directors, and will be disclosed on our website as well as via any other means then required by NYSE listing standards or applicable law.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines, or the Guidelines, that address the composition of the board, criteria for board membership and other board governance matters. These Guidelines are available on the investor relations section of our website at http://investors.q2.com.

Compensation Committee Interlocks and Insider Participation

None of the members of the compensation committee are or have been an officer or employee of Q2. During fiscal 2023, none of our company's executive officers served on the compensation committee (or its equivalent) or board of directors of another entity any of whose executive officers served on our compensation committee or board of directors.

Table of Contents

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of our board of directors has selected Ernst & Young LLP, or Ernst & Young, to serve as our independent registered public accounting firm to audit the consolidated financial statements of Q2 Holdings, Inc. for the fiscal year ending December 31, 2024. Ernst & Young has served as our auditor since September 2013. A representative of Ernst & Young is expected to be present virtually at the annual meeting to respond to appropriate questions and make a statement if he or she so desires.

The following table sets forth the aggregate fees billed by Ernst & Young for the fiscal years ended December 31, 2023 and 2022:


	Fiscal 2023		Fiscal 2022
Audit fees(1)	$	1,900,500	$	1,752,655
Audit-related fees(2)	—		—
Tax fees(3)	56,279		—
All other fees(4)	—		—
Total fees	$	1,956,779	$	1,752,655

(1)Audit fees consist of fees billed for professional services rendered for the audit of our consolidated annual financial statements and internal control over financial reporting, the review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by the independent auditor in connection with statutory and regulatory filings or engagements, consultations concerning financial reporting in connection with acquisitions and issuances of auditor consents and comfort letters in connection with SEC registration statements and related SEC registered securities offerings.

(2)Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under "Audit Fees," including due diligence services related to acquisitions.

(3)Tax fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance and acquisitions.

(4)All other fees consist of fees for products and services other than the services reported above.

Policy on Audit Committee Pre-approval of Audit and Non-Audit Services Performed by Independent Registered Public Accounting Firm

The audit committee has determined that all services performed by Ernst & Young are compatible with maintaining the independence of Ernst & Young. The audit committee's policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Unless the specific service has been pre-approved with respect to that year, the audit committee must approve the permitted service before the independent registered public accounting firm is engaged to perform it. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval process. All services provided by Ernst & Young during the fiscal years ended December 31, 2023 and December 31, 2022 were pre-approved by the audit committee.

Table of Contents

Vote Required and Board of Directors Recommendation

The affirmative vote of a majority of the voting power of the shares in attendance at the meeting or represented by proxy and entitled to vote on the matter at the annual meeting is required for approval of this proposal. Abstentions will have the effect of a vote "against" the ratification of Ernst & Young as our independent registered public accountants. Your bank or broker will have discretion to vote any uninstructed shares on this proposal. If the stockholders do not approve the ratification of Ernst & Young as our independent registered public accounting firm, the audit committee will reconsider its selection.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024. PROXIES WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES.

Table of Contents

REPORT OF THE AUDIT COMMITTEE

The audit committee currently consists of three directors. Mr. Offerdahl, Ms. Atchison and Ms. Tyson are each, in the judgment of the board of directors, an independent director. The audit committee acts pursuant to a written charter that has been adopted by the board of directors. A copy of the charter is available on the investor relations section of our website at http://investors.q2.com/investor-relations/overview/default.aspx.

The audit committee oversees our financial reporting process on behalf of the board of directors. The audit committee is responsible for retaining our independent registered public accounting firm, evaluating its independence, qualifications and performance, and approving in advance the engagement of the independent registered public accounting firm for all audit and non-audit services. The audit committee's specific responsibilities are set forth in its charter. The audit committee reviews its charter at least annually.

Management has the primary responsibility for the financial statements and the financial reporting process, including internal control systems, and procedures designed to ensure compliance with applicable laws and regulations. Our independent registered public accounting firm, Ernst & Young LLP, is responsible for expressing an opinion as to the conformity of our audited financial statements with generally accepted accounting principles.

The audit committee has reviewed and discussed with management the company's audited financial statements. The audit committee has also discussed with Ernst & Young LLP all matters that the independent registered public accounting firm was required to communicate and discuss with the audit committee, including the applicable requirements of the Public Company Accounting Oversight Board (PCAOB). In addition, the audit committee has met with the independent registered public accounting firm, with and without management present, to discuss the overall scope of the independent registered public accounting firm's audit, the results of its examinations, its evaluations of the company's internal controls and the overall quality of our financial reporting.

The audit committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the audit committee concerning independence and has discussed with the independent registered public accounting firm its independence.

Based on the review and discussions referred to above, the audit committee recommended to our board of directors that the company's audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.


			AUDIT COMMITTEE

			James R. Offerdahl, Chair

SEC Form DEF 14A filed by Q2 Holdings Inc.