Lynn Atchison - Director | Q2 Holdings (QTWO) Executive Profile & Compensation

About R. Lynn Atchison

Independent director at Q2 Holdings (QTWO), age 65, serving since 2017. Former CFO across multiple SaaS and technology companies; began career at Ernst & Young (eight years). Education: B.B.A. in Accounting from Stephen F. Austin State University; NACD Directorship Certified. Current QTWO board roles: Audit Committee member and Risk & Compliance Committee Chair .

Past Roles

Organization	Role	Tenure	Committees/Impact
Spredfast, Inc.	Chief Financial Officer	Feb 2017 – Sep 2018	Led finance through sale to Lithium Technologies
HomeAway, Inc.	Chief Financial Officer	Aug 2006 – Mar 2016	CFO through acquisition by Expedia
Infoglide Software	Chief Financial Officer	Feb 2004 – Aug 2006	Enterprise software finance leadership
Hoover’s, Inc.	Chief Financial Officer	Prior to 2004	Finance and corporate development
Ernst & Young LLP	Accountant	~8 years	Audit/assurance foundation

External Roles

Organization	Role	Tenure	Notes
Bumble, Inc. (Nasdaq: BMBL)	Director	Current	Online dating platform; public company board experience
Absolute Software (Nasdaq: ABST)	Director	Aug 2019 – Jul 2023	Endpoint resilience; former QTWO director Andre Mintz also served at Absolute (see interlock)

Board Governance

Independence: Board determined Atchison is independent under NYSE standards and Rule 10A‑3(b)(1) .
Committees: Audit; Risk & Compliance (Chair). Audit met 8x in FY2024; Risk & Compliance met 4x; Board met 8x .
Audit qualifications: Board determined Atchison meets NYSE/SEC financial literacy and sophistication; designated “audit committee financial expert” along with Offerdahl and Tyson .
Executive sessions and LID: Independent directors hold executive sessions at each regular meeting; Jeff Diehl served as Lead Independent Director in 2024; successor to be appointed from independent directors post‑2025 meeting .
Attendance: All directors attended at least 75% of board and applicable committee meetings in FY2024; all directors serving at time of 2024 annual meeting attended .

Committee	Membership	Chair	FY2024 Meetings
Audit	Atchison, Offerdahl (Chair), Mintz, Tyson	Offerdahl	8
Risk & Compliance	Atchison (Chair), Mintz, Offerdahl	Atchison	4
Nominating & Corporate Governance	Taylor (Chair), Hooley, Tyson	Taylor	5
Compensation	Hooley (Chair), Diehl, Taylor	Hooley	4

Fixed Compensation (Director)

Component	Policy Amount	FY2024 Atchison Actual	Notes
Annual Board Cash Retainer	$30,000	$30,000	Policy amended Dec 6, 2022; effective May 31, 2023
Audit Committee Member Fee	$10,000	$10,000	Annual fee
Risk & Compliance Member Fee	$7,500	$7,500	Annual fee
Risk & Compliance Chair Fee	$10,000	$10,000	Annual chair fee
Total Cash Fees	—	$57,500	Sum of components

Performance Compensation (Director equity grants and vesting)

Grant Type	Annual Grant Value	Shares Granted	Vesting	FY2024 Grant Value Recognized
RSUs (annual director grant)	$209,000	3,520 shares	Quarterly vest over 12 months; began Sept 9, 2024	$209,018 (grant date fair value)
Unvested RSUs at 12/31/2024	—	1,760 shares	Remaining quarterly installments	—

Equity-only mix for directors (no options; company has not granted options since March 2018 and grants are typically post‑earnings releases) .
Chair/LID additional fees: Board Chair +$60,000; Lead Independent Director +$20,000; either may elect RSUs in lieu of cash; not applicable to Atchison in FY2024 .

Other Directorships & Interlocks

Current public boards: Bumble, Inc. .
Prior public boards: Absolute Software (2019–2023) .
Interlock signal: QTWO’s nominating committee engaged a search firm in 2025; Atchison identified Andre Mintz (appointed Mar 2025). Mintz previously served on Absolute’s board (2021–2023), creating a prior-board network link with Atchison. This is an information-flow interlock rather than a supplier/customer conflict; process included third‑party search .

Expertise & Qualifications

Financial expert and audit sophistication; extensive CFO background in SaaS/technology .
Risk oversight: Chair of Risk & Compliance; ERM oversight including CISO/CRO appointments and information systems programs .
Education and credentials: B.B.A. Accounting; NACD Directorship Certified .

Equity Ownership

Item	Status
Unvested RSUs (12/31/2024)	1,760 shares
Director stock ownership guidelines	≥4x annual base cash retainer; compliance confirmed for all non‑employee directors as of 12/31/2024
Hedging/Pledging	Prohibited for all directors and employees (no short sales, puts/calls, other derivatives; no pledging/margin)

Governance Assessment

Strengths: Independent; audit committee financial expert; chairs risk oversight; consistent attendance; equity compensation aligns with shareholder value; ownership guideline compliance; robust insider trading and clawback policies at the company level bolster governance posture .
Compensation structure: Balanced director pay (cash retainer plus time‑vested RSUs). Atchison received $57,500 cash and $209,018 RSUs in 2024; no performance metrics tied to director equity grants, which is typical for directors .
Engagement: Executive sessions at each regular board meeting; LID structure in place; shareholder outreach ongoing; 2024 say‑on‑pay approval 90.6% (signals broader investor support for pay program) .
Potential conflicts: Board independence review found no material relationships (vendor/supplier/consulting/banking/legal/accounting/charitable/family), no indebtedness, and no auditor relationship concerns for non‑employee directors .
Interlocks: Prior‑board overlap with Mintz via Absolute and her identification of Mintz as a candidate; mitigated by formal search process. Monitor for perceived influence but no related‑party transaction disclosed .

RED FLAGS

None disclosed for pledging/hedging, tax gross‑ups, option repricing, or related‑party transactions involving Atchison; independence screening and policies reduce conflict risk .
Network interlock (Absolute) could draw scrutiny; ensure continued transparent nomination processes and disclosure of any relationships in future proxies .