Lynn Tyson
Q2 HoldingsAbout Lynn Antipas Tyson
Independent director at Q2 Holdings (QTWO) since 2021; age 62. Currently Chief Investor Relations Officer at Ford Motor Company (promoted April 2025) after serving as Executive Director, Investor Relations (Oct 2017–Apr 2025). Education: B.S. in Psychology (CUNY City College of New York) and M.B.A. (NYU). Core credentials span corporate finance, investor relations, strategic communications across PepsiCo, Yum! Brands, Dell, AECOM, CHC Helicopter, and Atento S.A. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atento S.A. | Vice President, Investor Relations | Jul 2015–Jun 2017 | Led IR; built investor communications in BPO services |
| CHC Helicopter | VP, IR & Global Corporate Communications | Nov 2013–Apr 2015 | Led IR and global comms in aviation services |
| AECOM | Senior Vice President, Investor Relations | Jun 2012–Nov 2013 | Managed IR for infra consulting |
| PepsiCo | Corporate finance leadership roles (twice) | Began 1985; later return | Broad finance/strategy exposure |
| Yum! Brands | Led IR at spin from PepsiCo | 1997 | Established IR post-spin |
| Dell, Inc. | VP, IR & Global Corporate Communications; member Global Executive Management Committee | ~10 years (dates not specified) | Senior IR leadership; executive committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ford Motor Company | Chief Investor Relations Officer | Apr 2025–present | Member of Ford’s Enterprise Leadership Team |
| Ford Motor Company | Executive Director, Investor Relations | Oct 2017–Apr 2025 | Led IR function |
Board Governance
- Independence: Board determined Tyson is independent under NYSE and SEC Rule 10A-3(b)(1) .
- Committee assignments (FY2024): Audit; Nominating & Corporate Governance .
- Audit committee credentials: Board determined Tyson qualifies as an “audit committee financial expert” (with Atchison and Offerdahl) .
- Attendance: Board met 8 times; Audit met 8; Nominating & Corporate Governance met 5; all directors attended at least 75% of meetings in FY2024 .
- Executive sessions: Independent directors hold executive sessions each regular meeting; lead independent director presides (Diehl in FY2024) .
Fixed Compensation (Director)
| Component | Amount (USD) | Details |
|---|---|---|
| Annual cash board retainer | $30,000 | Policy for non-employee directors |
| Audit committee membership fee | $10,000 | Annual fee |
| Nominating & Corporate Governance committee membership fee | $4,000 | Annual fee |
| Total cash fees (2024) | $44,000 | Tyson’s FY2024 cash received |
| Annual equity award (RSUs) | $209,018 | Grant date fair value; vests quarterly over 12 months |
| RSUs granted (shares) | 3,520 | Vests in equal quarterly installments over 1 year beginning Sept 9, 2024 |
Notes:
- Director compensation policy includes additional chair fees (not applicable to Tyson) and no meeting fees disclosed; equity awards set at $209,000 divided by FMV on grant date, vest quarterly over 12 months .
- Tyson’s total director compensation for FY2024: $253,018 ($44,000 cash + $209,018 stock) .
Performance Compensation (Director)
| Equity Type | Performance Metrics | Vesting | Grant Detail |
|---|---|---|---|
| RSUs | None (time-based) | Quarterly over 12 months | 3,520 RSUs; grant date fair value $209,018; vesting began Sept 9, 2024 |
Q2’s director equity grants are time-based RSUs; no director PSUs or option awards were disclosed for Tyson in FY2024 .
Other Directorships & Interlocks
| Company | Role | Committees | Overlaps/Conflicts Disclosed |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed; no related-party transactions involving Tyson . |
Expertise & Qualifications
- Skills matrix: SaaS/Technology, Public Company Board, Finance/Strategy, Global, Compensation/Talent, Regulatory, ESG .
- Audit committee financial expert qualification .
- Education: B.S. Psychology; M.B.A. .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 10,783 | As of March 31, 2025; <1% of shares outstanding |
| Ownership % of shares outstanding | <1% | Company table marks asterisk for <1% |
| Unvested RSUs at 12/31/2024 | 1,760 shares | Tyson’s unvested RSUs balance at year-end |
| Director stock ownership guideline | 4x annual base cash retainer | Amended Dec 2024 |
| Guideline compliance | In compliance (as of 12/31/2024) | All non-employee directors compliant |
| Hedging/pledging | Prohibited | Policy bars hedging, pledging, margin accounts |
Governance Assessment
- Board effectiveness: Tyson brings deep IR and corporate finance expertise; serves on Audit and Nominating & Governance; designated audit committee financial expert—enhances financial reporting oversight .
- Independence & conflicts: Board-designated independent; 2025 proxy discloses no related-party transactions involving directors other than routine compensation; hedging/pledging prohibited—strong alignment policies .
- Attendance/engagement: Board and committees met regularly; directors achieved at least 75% attendance in FY2024, supporting active oversight .
- Compensation alignment: Director pay mix is modest cash plus time-based RSUs; stock ownership guidelines at 4x retainer with compliance reported—supports alignment with shareholders .
- RED FLAGS: None identified specific to Tyson. No related-party exposure; no attendance issues; no hedging/pledging; no tax gross-ups or perquisites in director program .
Additional context for investor confidence:
- Say-on-Pay (NEO): 2024 advisory vote approval ~90.6% indicates strong support for compensation governance broadly (though focused on executives, not directors) .
- Committee activity: Audit (8 meetings) and Nominating & Governance (5 meetings) point to active risk oversight and board refresh processes .