James Offerdahl
Q2 HoldingsAbout James R. Offerdahl
Independent director of Q2 Holdings since 2010; age 68. Former CFO and COO across multiple enterprise software firms, with an MBA in Management and Finance (University of Texas at Austin) and a B.S. in Accounting (Illinois State University). Currently chairs Q2’s Audit Committee and serves on the Risk & Compliance Committee; board determined he is independent under NYSE standards. All directors attended at least 75% of board and committee meetings in fiscal 2024, and all directors present at the 2024 annual meeting attended.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Bazaarvoice, Inc. | Chief Financial Officer | Jan 2013 – Feb 2018 | CFO through sale to Marlin Equity Partners in Feb 2018 |
| Convio, Inc. | CFO & VP Administration | Feb 2005 – May 2012 | CFO through sale to Blackbaud in May 2012 |
| Traq-Wireless, Inc. | President & CEO | Aug 2001 – Apr 2004 | Led mobile resource management software firm |
| Pervasive Software, Inc. | COO & CFO; CFO | 1998 – 2001; 1996 – 1998 | Enterprise data management software; senior operating and finance roles |
| Tivoli Systems, Inc. (acq. IBM) | CFO & VP Administration | 1993 – 1996 | Enterprise systems management software; company acquired by IBM (Mar 1996) |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| CS Disco, Inc. (NYSE: LAW) | Director | Public | Legal technology; no Q2-related transactions disclosed |
| Rev.com, Inc. | Director | Private | Automatic speech recognition services |
Board Governance
- Committee assignments: Audit Committee (Chair); Risk & Compliance Committee (member). Audit Committee held 8 meetings in 2024; Risk & Compliance held 4. Board deemed Offerdahl independent and an audit committee financial expert (alongside Atchison and Tyson).
- Independence and engagement: Board determined Offerdahl independent under NYSE standards; directors met in executive session regularly; all directors attended ≥75% of combined board/committee meetings in 2024.
- Lead Independent Director context: Jeff Diehl served as Lead Independent Director in 2024; successor to be appointed post-2025 meeting (Offerdahl not LID).
- Audit oversight: As chair, signed Audit Committee report recommending inclusion of audited financials in the 2024 10-K; EY engagement pre-approved; EY auditor since 2013.
Fixed Compensation (Director)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual board retainer (cash) | $30,000 | Standard non-employee director retainer |
| Audit Committee member fee (cash) | $10,000 | Annual committee membership fee |
| Audit Committee chair fee (cash) | $15,000 | Annual chair premium |
| Risk & Compliance member fee (cash) | $7,500 | Annual committee membership fee |
| Total cash fees (2024) | $62,500 | Sum of above for Offerdahl |
| Stock awards (RSUs, grant-date fair value) | $209,018 | Annual RSU grant (time-based vesting) |
| Total director compensation (2024) | $271,518 | Cash + equity |
Performance Compensation (Director)
| Element | Metric | Grant/Quantity | Vesting schedule |
|---|---|---|---|
| RSUs (annual) | None (time-based only) | 3,520 shares | Vests quarterly over 12 months beginning Sept 9, 2024 |
| Performance equity | Not applicable | — | Non-employee directors do not receive PSUs/MSUs |
Q2 does not use performance-linked metrics for non-employee director pay; equity is time-based RSUs to align with shareholders while preserving independence.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation committee interlocks | None disclosed for the company in 2024 (company-wide disclosure) |
| Related-party transactions | No transactions >$120k involving directors since start of 2024, beyond standard compensation; no Offerdahl-related transactions disclosed |
Expertise & Qualifications
- Financial oversight: Audit committee financial expert designation; extensive CFO background across public software companies.
- Risk and compliance: Member of Risk & Compliance Committee overseeing ERM framework, information security oversight, and regulatory examinations.
- SaaS/software operating experience: Senior roles across enterprise software firms; board skill matrix shows finance/strategy and SaaS expertise.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 16,361 | <1% of outstanding; as of March 31, 2025 |
| Unvested RSUs (as of 12/31/2024) | 1,760 | Director unvested RSUs balance |
| Ownership guideline | 4x annual base cash retainer | All non-employee directors in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging and pledging |
Governance Assessment
- Strengths: Independent director with deep finance and audit expertise; Audit Committee chair role and financial expert designation support robust oversight of reporting and controls. Attendance and committee workload signal engagement; no related-party dealings disclosed involving Offerdahl.
- Alignment: Director pay mix is balanced with modest cash retainers and time-based RSUs; ownership guidelines elevated to 4x retainer, with directors compliant—positive alignment and discipline; hedging/pledging prohibited.
- Signals: Company-wide Say-on-Pay support of ~90.6% in 2024 points to investor confidence in compensation governance broadly (contextual signal).
- Watch items: Long tenure (since 2010) warrants periodic independence refresh assessment, though NYSE independence affirmed; cross-board service (CS Disco, Rev.com) appears non-conflicting with Q2’s customer/supplier base; continue monitoring time commitments and any evolving interlocks.