Himagiri Mukkamala
Q2 HoldingsAbout Himagiri Mukkamala
Himagiri Mukkamala is Q2 Holdings’ Chief Development Officer since November 2023 and was appointed Chief Operating Officer effective November 6, 2025, overseeing product development and operations alignment . He is 51, with a B.S. in Computer Science & Engineering (JNTU), M.S. in Computer Science (Iowa State), and Management Science coursework (Stanford CPD) . During his tenure, Q2 delivered FY2024 non‑GAAP revenue of $696.46M, adjusted EBITDA of $125.34M (≈600bps margin expansion YoY), and company TSR moved to 124 (vs. a 2019 baseline of 100), reflecting improved operating efficiency and stock performance momentum .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Q2 Holdings | Chief Development Officer | Nov 2023–Nov 2025 | Lead product development; support profitability and growth |
| Penguin Solutions, Inc. (Penguin Edge) | General Manager | Jun 2022–Jan 2023 | Led embedded/edge business integration and go-to-market |
| Pelion IoT Limited (Arm-backed MVNO) | Chief Executive Officer | Nov 2020–Jun 2022 | P&L ownership; scaled IoT connectivity platform |
| Arm Holdings plc | SVP, Pelion IoT Platform; senior leadership roles | Aug 2017–Nov 2020 | Drove platform strategy and ecosystem development |
| GE Digital; Raaga Corp; Sybase | Senior leadership roles | Prior to 2017 | Enterprise software operations and product leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exatron Servers Manufacturing Pvt. Ltd. | Director | Jan 2019–present | Governance and product strategy in server/storage for India |
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Base salary | $450,000 | Nov 6, 2025 | As defined in Amended & Restated Executive Employment Agreement upon appointment as COO |
| Annual bonus eligibility | Not disclosed | Nov 6, 2025 | Agreement provides eligibility for bonuses; target % not specified in publicly viewable excerpt |
Performance Compensation
Q2’s incentive framework emphasizes pay-for-performance with corporate metrics and performance equity. While specific targets for Mr. Mukkamala were not separately disclosed, the company’s executive programs use the following structures:
- Annual Cash Bonus (2024 program reference):
- Metrics and weights: Non-GAAP Revenue (50%) and Adjusted EBITDA (50%) .
- 2024 thresholds/targets/maximums and actual achievement (company-wide basis):
- Non-GAAP Revenue: Threshold $670.0M; Target $689.0M; Max $702.78M; Actual $696.46M; payout factor 127.1% .
- Adjusted EBITDA: Threshold $94.35M; Target $111.0M; Max $138.75M; Actual $125.34M; payout factor 125.9% .
| Metric | Weight | Threshold | Target | Maximum | Actual FY2024 | Payout Factor |
|---|---|---|---|---|---|---|
| Non-GAAP Revenue ($M) | 50% | 670.0 | 689.0 | 702.78 | 696.46 | 127.1% |
| Adjusted EBITDA ($M) | 50% | 94.35 | 111.0 | 138.75 | 125.34 | 125.9% |
- Long-Term Incentives (company design):
- Mix: 50% PSUs and 50% RSUs at grant for executives .
- PSU metrics:
- Adjusted EBITDA Margin PSU: Performance measured over 1/1/2025–12/31/2025; payout 0–200%; target = 100% of margin goal; linear interpolation; vesting at determination (up to target) and year 3 for above-target .
- Relative TSR PSU: 3-year measurement vs S&P Software & Services Select Index; payout 0–200%; vest at ≈3rd anniversary .
- RSUs: Time-based vesting over four years, 25% annually .
| LTI Type | Metric | Performance Period | Payout Curve | Vesting |
|---|---|---|---|---|
| PSUs (50%) | Adjusted EBITDA Margin | FY2025 | 0% (<80%) / 50% (80%) / 100% (100%) / 200% (≥120%) | Up to target at determination; above-target at ≈3rd anniversary |
| PSUs (50%) | Relative TSR vs S&P Software & Services Select Index | Mar 7, 2024–Mar 7, 2027 | 0% (<25th) / 50% (25th) / 100% (50th) / 200% (≥90th) | ≈3rd anniversary, if earned |
| RSUs | Continued service | 4 years | N/A | 25% annually |
Clawbacks: Comprehensive clawback policy effective Dec 1, 2023 for incentive compensation (cash and equity) over last three fiscal years if a restatement is required; superseded prior March 2021 policy .
Equity Ownership & Alignment
| Policy/Status | Detail |
|---|---|
| Stock ownership guidelines | Other executive officers must hold 3x base salary; five years to reach compliance; unvested time-based RSUs count; PSUs/MSUs/options do not |
| Compliance status | As of Dec 31, 2024, covered executives (and directors) were in compliance with guidelines |
| Hedging/pledging | Prohibited for all employees, officers, and directors; no hedging, short sales, derivatives, pledging, or margin accounts |
| Beneficial ownership disclosure | Mr. Mukkamala is not listed among NEOs or directors in the FY2024 security ownership table; separate Form 3 initial filing noted March 10, 2025 (aggregator reference) |
Employment Terms
| Term | Detail |
|---|---|
| Role and effective dates | CDO since Nov 2023 ; appointed COO effective Nov 6, 2025 |
| Agreement overview (COO) | Amended & Restated Executive Employment Agreement (Nov 6, 2025): at‑will; $450,000 base salary; bonus eligibility; equity awards; Good Reason definition including material reduction in salary/responsibilities, reporting line changes, budget diminution, relocation >30 miles, or material breach; cure and timing requirements |
| Non-compete / non-solicit | Company policy for executive officers: non-solicit of employees/customers and non-compete for two years post-termination; confidentiality and IP assignment obligations |
| Severance (company standard for executive officers) | Non‑CIC involuntary termination: 150% of base salary + prorated target bonus; 12 months of time-based equity acceleration; continued eligibility for performance awards for 12 months; up to 18 months COBRA . CIC-related qualifying termination (“double trigger”): 200% of base salary + prorated bonus at target or actual to date; full acceleration of time-based equity; continued eligibility for performance awards; up to 24 months COBRA . CEO terms vary (higher multiples) . |
| Equity acceleration in CIC | If awards not assumed/substituted: RSUs/options fully accelerate; Relative TSR PSU/MSU shares determined using transaction price and deemed vested immediately prior to closing; Adjusted EBITDA Margin PSUs vest at target upon CIC |
| Clawback | Company-wide clawback policy effective Dec 1, 2023 per Rule 10D-1; recovers incentive comp tied to restated results for prior three fiscal years |
Company Performance Context (during tenure)
| Metric | FY2020 | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|---|
| Non-GAAP Revenue ($M) | 407.20 | 500.80 | 566.30 | 625.00 | 696.46 |
| Net Income ($M) | (137.60) | (112.70) | (109.00) | (65.40) | (38.50) |
| Company TSR (2019=100) | 156 | 98 | 33 | 54 | 124 |
Additional FY2024 operational highlights: 25 Tier 1/Enterprise deals; cash from operations $135.8M; adjusted EBITDA $125.3M (margin expansion ≈600bps YoY) .
Compensation Structure Analysis
- Emphasis on at‑risk pay and equity: For executives, 90%+ of target pay at risk; equity mix of PSUs (Adjusted EBITDA Margin and Relative TSR) and RSUs ties pay to profitability and shareholder returns .
- Shift from MSUs to PSUs: Since 2023, performance equity transitioned to PSUs, increasing clarity on internal margin goals and market-relative TSR benchmarks; prior MSU tranches paid variably based on Russell 2000 percentile outcomes .
- No tax gross-ups; no option repricing; clawback adopted per SEC Rule 10D; hedging/pledging prohibited—supportive of shareholder-friendly governance .
Say‑on‑Pay & Peer Group
- Say‑on‑Pay approval: 90.6% support at 2024 annual meeting, indicating strong investor alignment with program design .
- Peer group governance: Peer group updated in FY2024 and FY2025 to maintain size/model comparability, including adds like Elastic, Guidewire, LiveRamp, Smartsheet, Sprinklr (FY2024) and Alkami Technology, BILL Holdings, Clearwater Analytics, Intapp, Qualys (FY2025) .
Investment Implications
- Alignment and incentives: As COO, Mr. Mukkamala’s compensation aligns to Q2’s proven performance levers—non‑GAAP revenue growth, adjusted EBITDA, and PSUs tied to margin and relative TSR—supporting execution on profitable growth and stockholder value creation .
- Retention risk mitigants: Double‑trigger CIC protection, time‑based and performance equity acceleration mechanics, and two‑year non‑compete/non‑solicit reduce transition risk and incentivize long‑term tenure through performance periods .
- Trading signals: Prohibitions on hedging/pledging and the Rule 10D‑1 clawback lower governance risk; broad compliance with stock ownership guidelines enhances “skin-in-the-game,” although individual beneficial ownership for Mr. Mukkamala was not disclosed in the FY2024 proxy (he was not a NEO/director) .
- Execution risk: Elevation from CDO to COO suggests a mandate to integrate development and delivery to sustain margin expansion; FY2024 results demonstrate the operating model’s traction, though continued TSR outperformance will hinge on delivering margin targets embedded in PSUs and maintaining Tier 1/Enterprise momentum .