Kirk Coleman
Q2 HoldingsAbout Kirk Coleman
Kirk L. Coleman, age 53, is President of Q2 Holdings, Inc. and has served in this role since May 2023 after serving as Chief Banking Officer from December 2021 to May 2023; he holds a B.A. in economics from Baylor University . Company performance during fiscal 2024 included GAAP revenue of $696.5 million (12% YoY), adjusted EBITDA of $125.3 million, and ~600 bps adjusted EBITDA margin expansion; cash from operations was $135.8 million, with 25 Tier 1/Enterprise deals signed . Q2’s executive pay program is heavily at-risk, with other NEOs averaging ~90% target pay at risk and program support affirmed by 90.6% Say‑on‑Pay approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Q2 Holdings, Inc. | Chief Banking Officer | Dec 2021–May 2023 | Senior leadership bridging product and bank relationships ahead of elevation to President |
| Centerline Advisors | Founder & Advisor | Jul 2020–Nov 2021 | Strategic advisory to mid-sized financial institutions and companies |
| Texas Capital Bank | Executive Vice President | May 2015–Jun 2020 | Executive leadership at a financial institution (banking operations, growth) |
| Accenture | Partner & Managing Director (various roles) | Jul 1993–Nov 2015 | Consulting leadership and scaled delivery across financial services clients |
External Roles
No external public-company board roles or director committee positions disclosed for Coleman in the proxy biography .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $431,058 | $450,000 |
| Target Bonus (% of base) | 100% | 100% |
| Actual Annual Bonus ($) | $465,440 | $569,250 |
| Stock Awards Grant-Date Fair Value ($) | $5,733,100 | $5,728,026 |
| All Other Compensation ($) | $30,313 | $36,208 |
| Total ($) | $6,659,911 | $6,783,484 |
Performance Compensation
Annual Cash Bonus Plan (2024)
| Metric | Weighting | Target | Actual | Payout % |
|---|---|---|---|---|
| Non-GAAP Revenue | 50% | $689,000,000 | $696,464,195 | 127.1% |
| Adjusted EBITDA | 50% | $111,000,000 | $125,338,221 | 125.9% |
| Total Weighted Payout | — | — | — | 126.5% |
• Coleman’s 2024 target bonus was 100% of base ($450,000); payout at 126.5% yielded $569,250 .
Long-Term Incentive Awards (2024 Grants)
| Award | Shares (Target) | Grant Date | Vesting | Performance Metric(s) |
|---|---|---|---|---|
| PSUs (50% of LTI) | 53,568 | Mar 7, 2024 | Adjusted EBITDA margin PSUs: measure FY2025; up to target vests at determination, above-target vests ~3rd anniversary. Relative TSR PSUs: 3-year performance; vest ~3rd anniversary, both subject to continued service | |
| RSUs (50% of LTI) | 53,568 | Mar 7, 2024 | Four equal annual installments beginning March 3, 2025 |
PSU payout curves (both components):
| Achievement Level | Adjusted EBITDA Margin (% of target) | Relative TSR vs S&P Software & Services Select Index | Payout (% of target PSUs) |
|---|---|---|---|
| Maximum | ≥120% | ≥90th percentile | 200% |
| Target | 100% | 50th percentile | 100% |
| Threshold | 80% | 25th percentile | 50% |
| Below Threshold | <80% | <25th percentile | 0% |
Prior-Year PSU Results (2023 grants, measured on FY2024 Adjusted EBITDA margin)
| Grant Date | Original Target PSUs | Actual Earned | Year-2 Vest | Year-3 Vest |
|---|---|---|---|---|
| Mar 2, 2023 (Adj. EBITDA Margin PSUs) | 23,556 | 47,112 | 23,556 | 23,556 |
| May 31, 2023 (Adj. EBITDA Margin PSUs) | 17,934 | 35,868 | 17,934 | 17,934 |
• Company achieved ~18% Adjusted EBITDA margin for the FY2024 performance period, hitting the 200% maximum PSU payout factor for 2023 Adjusted EBITDA margin PSUs .
Equity Ownership & Alignment
Beneficial Ownership
| As of | Shares Owned | % of Shares Outstanding |
|---|---|---|
| March 31, 2025 | 29,259 | <1% |
Stock Ownership Guidelines and Compliance
| Role | Guideline | Compliance Status | Reference Date |
|---|---|---|---|
| Other Executive Officers | 3x base salary | In compliance as of Dec 31, 2024 | Dec 31, 2024 |
Outstanding Equity (Unvested/Unearned at Dec 31, 2024)
| Grant Type | Grant Date | Shares (Unvested/Unearned) | Vesting Schedule |
|---|---|---|---|
| RSUs | Dec 7, 2021 | 2,875 | Four annual installments on Dec 9 |
| RSUs | Dec 6, 2022 | 37,203 | Four annual installments on Dec 9 |
| RSUs | Mar 2, 2023 | 35,334 | Four annual installments on Mar 3 |
| RSUs | May 31, 2023 | 26,901 | Four annual installments on Jun 9 |
| RSUs | Mar 7, 2024 | 53,568 | Four annual installments beginning Mar 3, 2025 |
| PSUs (Adj. EBITDA Margin, earned) | Mar 2, 2023 | 47,112 | Two tranches vest ~2nd and ~3rd anniversary |
| PSUs (Adj. EBITDA Margin, earned) | May 31, 2023 | 35,868 | Two tranches vest ~2nd and ~3rd anniversary |
| PSUs (Relative TSR, unearned) | Mar 2, 2023 | 23,555 | Earn/vest ~3rd anniversary subject to TSR |
| PSUs (Adj. EBITDA Margin, unearned) | Mar 7, 2024 | 26,784 | Earn FY2025; vest at determination and ~3rd anniversary |
| PSUs (Relative TSR, unearned) | Mar 7, 2024 | 26,784 | Earn/vest ~3rd anniversary subject to TSR |
• Hedging and pledging are prohibited for all employees, officers, and directors; no pledging is permitted .
Employment Terms
Agreement Summary (Coleman)
| Provision | Term |
|---|---|
| Employment | At-will; amended and restated effective May 3, 2023; current base salary $450,000; annual incentive target $450,000 for FY2025 (board approval required for payment) |
| Severance (without Cause, not in CIC) | 150% of base salary paid over 18 months; pro‑rata target bonus for year of termination; 12 months of time‑based equity vest acceleration; continued eligibility to earn performance equity for 12 months; up to 18 months COBRA premium payments |
| CIC Severance (double-trigger) | Lump sum 200% of base salary; pro‑rata greater of target/actual bonus; immediate acceleration of time-based equity; continued eligibility to earn performance equity for remainder of terms; up to 24 months COBRA premium payments |
| Equity Acceleration (Plans) | RSUs/options: accelerate if not assumed/substituted or upon qualifying double‑trigger termination within 12 months of CIC; MSUs/Relative TSR PSUs: determine earned shares using CIC transaction price and deem vested immediately prior to closing; Adjusted EBITDA Margin PSUs: target shares deemed vested at CIC |
| Clawback | SEC Rule 10D-1 compliant clawback (effective Dec 1, 2023) for incentive comp tied to financials in case of required restatement; prior March 2021 policy applies for earlier awards with fraud/intentional misconduct provisions |
| Non-Compete / Non-Solicit | Two years post-termination non-compete and non-solicit; confidentiality and IP assignment obligations |
| Hedging/Pledging | Prohibited; pre-clearance and blackout periods apply to insiders |
| Tax Gross-Ups | None for severance or perquisites |
Compensation Structure Analysis
- Equity mix shifted toward PSUs and RSUs; Q2 has not granted stock options since March 2018, reducing option-related risk and repricing concerns .
- High at-risk pay: Coleman’s target bonus 100% of base and 50/50 PSU/RSU LTI mix; payouts tied to non‑GAAP revenue, adjusted EBITDA, relative TSR, and adjusted EBITDA margin, reinforcing pay-for-performance alignment .
- Shareholder support: 2024 Say‑on‑Pay passed with ~90.6% approval, indicating investor endorsement of compensation design .
- Administrative note: One late Form 4 for annual grants (Mar 7, 2024) due to administrative error (filed Mar 20, 2024) .
Investment Implications
- Alignment and upside linkage: Coleman’s incentives are directly tied to non‑GAAP revenue growth and adjusted EBITDA (50/50 weighting) with 2024 payouts at 126.5% of target, and PSU regimes benchmarked to EBITDA margin and relative TSR, indicating strong linkage to value creation drivers .
- Retention and potential supply dynamics: Material unvested RSUs and earned PSUs vest on anniversary schedules (notably March/June), which can create predictable vesting events; while hedging/pledging is banned, periodic sales for tax/liquidity around vest dates are a common pattern to monitor in Form 4s .
- Change-in-control protection: Double-trigger CIC severance (200% base plus pro‑rata bonus) and equity acceleration mechanics reduce departure risk and keep management aligned in strategic transactions; no tax gross-ups contains shareholder-unfriendly optics .
- Pay governance and program credibility: Independent consultant (Mercer), robust clawback policy, ownership guidelines (3x base for executives), and strong Say‑on‑Pay support collectively lower governance risk; one minor late Form 4 appears administrative in nature .