Kimberly Rutledge
Q2 HoldingsAbout Kimberly Rutledge
Kimberly A. Rutledge is Chief People Officer (CPO) of Q2 Holdings (QTWO), age 56, serving as CPO since June 2023 after joining Q2 in January 2017 (SVP, HR → EVP, People → CPO). She holds a B.S. in Restaurant, Hotel and Institutional Management from Texas Tech University and previously led Talent/HR at Dell and SunPower. Company performance under the current leadership framework delivered 2024 non-GAAP revenue of $696.5M (+12% YoY) and adjusted EBITDA of $125.3M with ~600 bps margin expansion—core metrics used in incentive plans and relevant to culture and execution outcomes overseen by the CPO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Q2 Holdings | Chief People Officer | Jun 2023–present | Executive leadership of people strategy; supports execution against pay-for-performance culture and stock ownership/clawback governance . |
| Q2 Holdings | EVP, People | Dec 2019–Jun 2023 | Scaled human capital programs during growth; under company leadership Q2 achieved Top Places to Work recognition . |
| Q2 Holdings | SVP, Human Resources | Jan 2017–Dec 2019 | Built HR foundation for scale and talent acquisition . |
| SunPower Corporation | VP, Human Resources & Talent | Jan 2011–Aug 2016 | Led HR/Talent for a public clean-tech company . |
| Designs on Talent (self-employed) | Talent Acquisition Practice Lead | Aug 2010–Jan 2011 | Advisory on talent acquisition processes . |
| Dell | Executive Director, Talent Acquisition, Americas | Oct 2008–May 2010 | Led regional talent acquisition at scale . |
| Dell | Senior Manager, Talent Acquisition | Jul 2006–Oct 2008 | Built recruiting operations for tech talent . |
External Roles
No public company directorships or external board roles disclosed for Rutledge .
Fixed Compensation
- Base salary and target bonus not disclosed; Rutledge was not a Named Executive Officer (NEO) in 2024/2025 proxy tables, which report only CEO, President, CFO, CRO, CDO and former CFO .
- Executive stock ownership guidelines apply to “other executive officers”: minimum 3x base salary; all covered executives were in compliance as of Dec 31, 2024 .
Performance Compensation
Q2’s incentive design—applies to NEOs and a broad employee base; CPO programs are governed under the same corporate framework:
| Metric | Weighting | Target | Actual (FY2024) | Payout | Vesting |
|---|---|---|---|---|---|
| Non-GAAP Revenue | 50% | $689.0M | $696.464M | 127.1% | Cash bonus plan; annual (company plan applied to NEOs and other employees) . |
| Adjusted EBITDA | 50% | $111.0M | $125.338M | 125.9% | Cash bonus plan; annual (company plan applied to NEOs and other employees) . |
| PSUs – Adjusted EBITDA Margin | 50% of PSU mix | Threshold 80% / Target 100% / Max 120% of margin target | FY2025 performance period | 50–200% of target earned | Up to target vests ~2nd anniversary; above-target ~3rd anniversary (employment required) . |
| PSUs – Relative TSR (vs S&P Software & Services Select Index) | 50% of PSU mix | 50th percentile target | 3-year performance (Mar 7, 2024–Mar 7, 2027) | 50–200% of target earned | Vests ~3rd anniversary (employment required) . |
Notes:
- Q2 shifted top-line bonus metric from bookings to non-GAAP revenue for most executives in 2024 to better align with controllable outcomes; CRO retained bookings metric .
- The company’s pay-for-performance approach places a substantial portion of senior pay “at risk,” with equity (PSUs/RSUs) central to long-term value creation .
Equity Ownership & Alignment
- Total beneficial ownership: After March 2025 transactions, Rutledge held 102,653 shares of Q2 according to press syndication of her Form 4 filings .
- Insider transactions and vesting cadence:
- Mar 11, 2025: Received 7,231 shares upon final vesting of performance-based RSUs (excess above “target amount”) per Form 4 .
- Mar 12–13, 2025: Sold 17,281 shares (~$1.27M proceeds); 6,656 shares sold to cover taxes at $74.12; 10,625 shares sold under a Rule 10b5-1 plan adopted Mar 15, 2024 .
- Jul 11, 2024: Sold 1,953 shares at $65; continued holdings 115,436 shares post-sale per Form 4 summary .
- Mar 7, 2024: Annual equity grant date (company-wide RSU/PSU issuance); Rutledge’s Form 4 was filed late on Mar 20, 2024 due to administrative error, alongside other executives, confirming RSU/PSU awards on that date .
- Vesting standards and ownership policies:
- RSUs typically vest in four equal annual installments beginning the March 3 anniversary following grant; PSUs vest per performance timelines described above .
- Stock ownership guideline: 3x base salary; executives in compliance as of Dec 31, 2024 .
- Hedging/pledging prohibited for all employees, executive officers, and directors under Q2’s Insider Trading Policy .
Employment Terms
- Individual employment agreement, severance, and change-of-control (COC) economics for Rutledge are not disclosed in the proxy (NEO-only disclosure). Company-wide governance relevant to executives:
- Clawback policy (effective Dec 1, 2023) recoups incentive compensation following restatements under SEC Rule 10D-1; applies to cash and equity awarded on or after Oct 2, 2023 .
- Insider Trading Policy: pre-clearance, blackout periods, and prohibitions on hedging/pledging/margin accounts .
Investment Implications
- Alignment and retention: Equity-heavy incentives with multi-year PSU/RSU design and ownership guidelines (3x salary) strengthen alignment and likely mitigate retention risk, with clawbacks and hedging/pledging prohibitions reinforcing governance discipline .
- Selling pressure: Expect mechanical sales around vest dates for tax withholding and pre-planned 10b5-1 transactions; March and July 2024–2025 filings demonstrate this cadence—useful for short-term supply/demand considerations but not indicative of fundamental negative signals .
- Execution signals: Q2’s strong 2024 revenue growth and EBITDA/margin expansion support incentive payouts and culture credibility—a positive read-through for People leadership stability and program effectiveness . Governance quality is reinforced by say-on-pay support (90.6%) and updated ownership/clawback policies .
Additional Notes
- Recognition: Q2 was named one of Austin’s “Top Places to Work” for the 14th consecutive year in 2024 (relevant to CPO outcomes) .
- Administrative note: One late Form 4 filed on Mar 20, 2024 for annual RSU/PSU grants; company attributed to administrative error (not a compliance red flag) .
Citations
- 2025 DEF 14A: Executive officers overview, biography, governance, compensation framework, ownership guidelines, clawback, insider policy, and pay-versus-performance .
- 2024 DEF 14A: Executive officers and background .
- Form 4 references (media/aggregator links citing SEC filings):
- Mar 11, 2025 Form 4 description .
- Mar 12–13, 2025 transactions; holdings and 10b5-1 plan .
- Jul 11, 2024 sale and holdings .