John Breeden
Q2 HoldingsAbout John Breeden
John E. Breeden is Chief Delivery Officer at Q2 Holdings, Inc., serving in this role since November 2024; he was previously Chief Operating Officer (Dec 2020–Nov 2024), EVP Operations (Dec 2019–Dec 2020), EVP Emerging Markets (Apr 2019–Dec 2019), EVP Operations (Feb 2013–Apr 2019), and SVP Implementations (Nov 2011–Feb 2013). He holds a B.B.A. in Finance from The University of Texas at Austin and prior experience includes leadership roles in corporate services and IT at Activant Solutions, enterprise consulting at North Highland, and product management at Claria Corporation . Performance levers in his compensation emphasize bookings and Adjusted EBITDA in annual cash bonuses (2023 payout 118.4% of target on bookings of $9,223,792 and Adjusted EBITDA of $76,940,025) and PSUs split between Adjusted EBITDA margin and relative TSR; Adjusted EBITDA margin for 2024 was 18%, hitting the maximum 200% PSU payout factor .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Q2 Holdings, Inc. | Chief Delivery Officer | Nov 2024–present | Leads delivery and implementations across the platform |
| Q2 Holdings, Inc. | Chief Operating Officer | Dec 2020–Nov 2024 | Oversaw company operations and execution |
| Q2 Holdings, Inc. | EVP, Operations | Dec 2019–Dec 2020 | Managed operational scale and efficiency |
| Q2 Holdings, Inc. | EVP, Emerging Markets | Apr 2019–Dec 2019 | Led expansion into emerging market segments |
| Q2 Holdings, Inc. | EVP, Operations | Feb 2013–Apr 2019 | Directed operations and delivery functions |
| Q2 Holdings, Inc. | SVP, Implementations | Nov 2011–Feb 2013 | Led implementation programs and client go-lives |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Activant Solutions Inc. | VP Corporate Services; VP Information Technology; Director Corporate Planning | Oct 2002–Jul 2011 (roles from Oct 2002–Oct 2007–Jul 2011) | Corporate services and IT leadership supporting enterprise software operations |
| The North Highland Company | Enterprise software and process optimization consultant | Jan 2002–Oct 2002 | Process optimization and enterprise software consulting |
| Claria Corporation | Product Manager | Jan 2001–Jan 2002 | Product management in advertising software |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Base Salary ($) | $400,000 | $400,000 | $400,000 | $400,000 |
| Target Bonus (% of base) | 75% | 75% | 75% (target $300,000) | 75% (target $300,000) |
| Target Bonus ($) | $300,000 | $300,000 | $300,000 | $300,000 |
| Actual Cash Bonus Paid ($) | $245,730 | $355,137 | — | — |
Performance Compensation
2023 Corporate Cash Bonus Plan
| Metric | Weighting | Target | Actual | Payout (%) | Vesting |
|---|---|---|---|---|---|
| Corporate Bookings (MRR) | 50% | $8,417,822 | $9,223,792 | 123.9% | Paid Jan 2024 based on FY2023 results |
| Corporate Adjusted EBITDA ($) | 50% | $70,000,000 | $76,940,025 | 112.8% | Paid Jan 2024 based on FY2023 results |
| Combined Weighted Payout | — | — | — | 118.4% | — |
Long-Term Incentives (Grants made March 2, 2023)
| Award Type | Metric | Weighting | Grant Date | Target # of Shares | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| PSUs | Relative TSR vs S&P Software & Services Select Index | 25% (half of PSUs) | 3/2/2023 | 13,348 | Vests on ~3rd anniversary (if earned) | $1,244,301 |
| PSUs | Adjusted EBITDA Margin (% of Non-GAAP Revenue) | 25% (half of PSUs) | 3/2/2023 | 13,348 | Vests ~2nd and ~3rd anniversaries (if earned) | $860,412 |
| RSUs | Time-based | 50% of LTI | 3/2/2023 | 53,392 | 25% annually over 4 years | $1,720,824 |
PSU Outcomes and Vesting (Performance Measured)
| Grant | Metric | Period/Result | Payout Factor | Shares Subject to Vest |
|---|---|---|---|---|
| FY2023 PSUs | Adjusted EBITDA Margin | FY2024 margin = 18% | 200% of target | Earned shares vest ~2nd and ~3rd anniversaries (equal halves) |
| FY2022 MSUs | Relative TSR vs Russell 2000 | 2-year TSR = -29.42%, 38.1 percentile (to Mar 10, 2024) | Earned per schedule; Year 2 shares for Breeden = 6,107 | Year 2: 6,107; Year 3: subject to plan |
Multi-Year Compensation Summary (Summary Compensation Table)
| Metric | FY 2021 | FY 2022 | FY 2023 |
|---|---|---|---|
| Salary ($) | $400,000 | $400,000 | $400,000 |
| Stock Awards ($) | $2,875,441 | $3,016,092 | $3,825,537 |
| Non-Equity Incentive Plan Compensation ($) | $300,000 | $245,730 | $355,137 |
| All Other Compensation ($) | $30,325 | $34,075 | $38,656 |
| Total ($) | $3,605,766 | $3,695,897 | $4,619,330 |
Equity Ownership & Alignment
Beneficial Ownership (Shares)
| As of | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Mar 31, 2021 | 37,600 | * (<1%) |
| Mar 31, 2022 | 31,502 | * (<1%) |
| Mar 31, 2024 | 6,105 | * (<1%) |
| Mar 31, 2025 | 6,105 | * (<1%) |
Notes:
- Company Insider Trading Policy prohibits hedging or monetization transactions and pledging of Q2 securities, and prohibits holding Q2 securities in margin accounts .
- Stock Ownership Guidelines: Other executive officers required to hold 3x base salary (increased from 1x in Dec 2024); CEO 5x; non-employee directors 4x annual cash retainer . Earlier guidelines were CEO 3x, other execs 1x, directors 3x; compliance reported as of Jan 1, 2021 for covered individuals .
2023 Annual LTI Target Values (for context)
| Award | Target Shares | Target Value ($) |
|---|---|---|
| PSUs (50% of LTI) | 53,392 | $1,700,000 |
| RSUs (50% of LTI) | 53,392 | $1,700,000 |
| Total Target LTI | — | $3,400,000 |
Employment Terms
- At-will employment; latest amended and restated agreement effective December 6, 2024; base salary $400,000; target annual cash bonus $300,000 for fiscal 2025 . Prior amendment dated February 17, 2024 with same salary and target bonus for fiscal 2024 .
- Severance (without “cause” and not in connection with change in control): 150% of base salary paid over 18 months, plus pro-rata target bonus for year of termination, continued vesting of time-based awards for 12 months, continued eligibility to earn performance awards for 12 months (subject to attainment), and COBRA premiums for up to 18 months .
- Change-in-control “double-trigger” severance (termination without “cause” or for “good reason” within 60 days before to 24 months after closing): lump-sum 200% of base salary plus pro-rata of greater of target bonus or bonus based on performance through determination date; immediate acceleration of time-based equity; continued eligibility to vest in performance awards; COBRA premiums up to 24 months .
- Equity award treatment on change in control: Relative TSR PSUs/MSUs determination date accelerates to immediately prior to closing; earned amounts measured using transaction price and deemed vested; Adjusted EBITDA Margin PSUs vest at target immediately prior to closing .
- Clawback: Formal recoupment policy adopted March 2021 (pre-10/2/2023 awards) and updated in line with SEC/NYSE rules; allows recovery of incentive comp in case of restatements, fraud or intentional misconduct; policy filed as Exhibit 19.1 to 2024 Form 10-K .
- Hedging/Pledging: Prohibited for all employees, executive officers, and directors .
Estimated Payments (as of Dec 31, 2023)
| Scenario | Salary ($) | Bonus ($) | COBRA ($) | Equity Acceleration (# shares) | Market Value of Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary termination (no CIC) | 600,000 | 300,000 | 43,493 | 46,544 | 2,020,475 | 2,963,968 |
| CIC + termination (double trigger) | 800,000 | 300,000 | 57,990 | 161,344 | 7,003,943 | 8,161,933 |
| CIC (awards not assumed; no termination) | — | — | — | 161,344 | 7,003,943 | 7,003,943 |
Notes: Market values based on $43.41 closing price on Dec 29, 2023 (for non-CIC and CIC tables) .
Investment Implications
- Strong pay-for-performance alignment: 2023 cash bonus tied equally to Bookings and Adjusted EBITDA delivered 118.4% payout; 2024 Adjusted EBITDA margin achieved maximum PSU attainment (200%), reinforcing near-term focus on profitability and scale .
- Retention features and CIC protection: Multi-year vesting on RSUs/PSUs and double-trigger change-in-control economics (200% salary, pro-rata bonus, full time-based acceleration, continued eligibility on performance awards) mitigate flight risk but create potential value crystallization in a transaction scenario .
- Ownership and alignment: Executive ownership is modest in absolute shares (6,105 shares as of Mar 31, 2025), but stock ownership guidelines were raised to 3x salary for other executive officers in Dec 2024; hedging/pledging strictly prohibited, which supports alignment and reduces governance risk .
- Execution track record signals: Historical MSU outcomes (2019/2020 cycles with no shares earned) contrasted with 2022 MSU Year 2 and 2024 PSU maximum outcome highlight improved operational profitability momentum; annual bonus metrics show balanced growth/profit mix (Bookings and Adjusted EBITDA) supporting sustainable value creation .