Andre Mintz
Q2 HoldingsAbout Andre L. Mintz
Andre L. Mintz, age 60, joined Q2 Holdings’ board in March 2025 and is an independent director with deep cybersecurity, privacy, and financial services experience. He is Vice President, Global Security & Privacy Programs and DMA Head of Compliance at Meta Platforms (since Jan 2022), a US Air Force veteran, CISSP and CTPRP, a graduate of the FBI CISO Academy, and holds a Graduate Certificate in Cybersecurity from Harvard University . He serves on Q2’s Audit and Risk & Compliance committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta Platforms, Inc. | VP, Global Security & Privacy Programs; DMA Head of Compliance | Jan 2022–present | Leads global privacy and security initiatives |
| Newport Group | Chief Information Security Officer | Apr 2020–Jan 2022 | Financial services security leader |
| Red Ventures | EVP, CISO & Chief Privacy Officer; previously SVP, CISO | Oct 2018–Feb 2020; Jun 2017–Oct 2018 | Enterprise security and privacy leadership |
| Reuters | Vice President & Chief Security Officer | Not disclosed | Enterprise security leadership |
| Microsoft | Director of Trustworthy Computing & Chief Security Strategist | Not disclosed (appointed to Microsoft’s CSO Council in 2003) | Strategic security role |
| Kinko’s | First Chief Information Security Officer | Not disclosed | Built inaugural CISO function |
| Meta Security Group | Co-founder (acquired by Scalable Software) | Founded 1998; acquired 2005 | Entrepreneurial exit |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Meta Platforms, Inc. | VP, Global Security & Privacy Programs; DMA Head of Compliance | Jan 2022–present | Big Tech operating executive |
| Cloud Security Alliance | Board of Directors (non-profit) | Not disclosed | Cloud security best practices |
| Absolute Software Corporation | Director | Aug 2021–Jul 2023 | Prior public company board service |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under NYSE and Rule 10A-3(b)(1) |
| Committees | Audit (member); Risk & Compliance (member) |
| Audit qualifications | Board determined Mintz meets financial literacy/sophistication; audit committee financial expert designation applies to Atchison, Offerdahl, Tyson (not Mintz) |
| Director election support (2025) | For: 55,605,057; Withheld: 63,378; Broker non-votes: 3,120,174 (elected) |
| Lead Independent Director/executive sessions | Board holds executive sessions; LID coordinates independent directors (context) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash board retainer | $30,000 | Non-employee directors |
| Audit committee membership fee | $10,000 | Per member annually |
| Risk & Compliance committee membership fee | $7,500 | Per member annually |
| Total annual cash (membership-based) | $47,500 | Sum of cash retainer + committee fees |
| Annual equity grant (RSUs) | $209,000 | Divided by FMV to determine shares; vests quarterly over 12 months |
| Chair fees | N/A for Mintz | Audit Chair $15k; Risk Chair $10k, etc. (Mintz is not chair) |
Director RSUs vest quarterly over 12 months; Chair/LID may elect RSUs in lieu of cash fees .
Performance Compensation
| Element | Status | Vesting/Performance |
|---|---|---|
| Performance-based equity for directors | Not used | Director compensation consists of time-based RSUs; no PSUs/options disclosed for directors |
Other Directorships & Interlocks
- Public boards: Absolute Software Corporation (Aug 2021–Jul 2023) .
- Non-profit board: Cloud Security Alliance .
- Compensation committee interlocks: None disclosed for fiscal 2024 (company-wide disclosure) .
Expertise & Qualifications
- Cybersecurity/privacy leadership across Big Tech and financial services; prior CISO roles; entrepreneurial exit .
- Credentials: CISSP, CTPRP, FBI CISO Academy, Graduate Certificate in Cybersecurity (Harvard) .
- Skills matrix: Cyber Security/Privacy and Risk Management competencies noted; plus SaaS/Technology and executive leadership breadth .
Equity Ownership
| Metric | As of 2025-03-01 | As of 2025-03-31 | As of 2025-06-03 |
|---|---|---|---|
| Common shares beneficially owned | 598 (Form 4) | 0 (Proxy beneficial ownership table) | 2,935 (post-award holding on Form 4) |
| New RSU/Common share award (shares) | 598 (A–Award) | — | 2,337 (A–Award) |
| Ownership % of outstanding | 0.0010% (598 ÷ 62,303,843)* | 0.0000% (0 ÷ 62,303,843)* | 0.0047% (2,935 ÷ 62,303,843)* |
- Filings: Form 3 filed 2025-03-03 (initial statement of beneficial ownership) .
- Director RSU vesting policy: quarterly over 12 months .
- Stock ownership guidelines: non-employee directors must hold equity ≥4x annual cash retainer within 5 years; unvested time-based RSUs count toward compliance; Mintz has 5 years to comply from becoming subject to guidelines .
Insider Trades (Form 3/4)
| Filing date | Transaction date | Form | Type | Shares transacted | Post-transaction holdings | Link |
|---|---|---|---|---|---|---|
| 2025-03-03 | 2025-03-01 | 4 | A (Award) | 598 | 598 | |
| 2025-06-04 | 2025-06-03 | 4 | A (Award) | 2,337 | 2,935 | |
| 2025-03-03 | — | 3 | Initial ownership | — | — |
Governance Assessment
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Strengths
- Independence affirmed; committee placements align with cybersecurity and risk expertise (Audit; Risk & Compliance) .
- High investor support in 2025 election (55.6M for; 63K withheld), signaling confidence and strong mandate .
- Director compensation is primarily equity-based (RSUs) with standard cash retainers and committee fees; no meeting fees or options; clawback and ownership guidelines in place, enhancing alignment .
- Insider trading policy prohibits hedging and pledging for all directors, reducing alignment risk .
-
Potential conflicts and related-party exposure
- Board determined independence after evaluating vendor/supplier and other relationships; no related-party transactions involving directors above $120,000 since start of fiscal 2023 (aside from standard compensation) .
- External executive role at Meta Platforms may create time-commitment considerations, but no disclosed transactional conflicts with Q2; independence decision reflects board’s assessment .
-
Engagement and attendance
- Board and committees were active in 2024 (Audit: 8 meetings; Risk & Compliance: 4 meetings), though Mintz joined in 2025; future attendance should be monitored in the next proxy .
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RED FLAGS
- None disclosed: no pledging, hedging, tax gross-ups, or related-party transactions tied to Mintz; strong election support. Maintain monitoring of any future interlocks or related-party transactions per policy .
Overall signal: Governance profile is positive—independence, relevant committee roles, equity-based compensation and strict trading/ownership policies—support investor confidence in board effectiveness .