Margaret Taylor

About Margaret L. Taylor

Margaret L. Taylor is an independent director of Q2 Holdings, Inc. (QTWO), age 74, serving since June 2020. She is a private investor/advisor since 2005 with prior senior roles at PeopleSoft (SVP Corporate Operations) and PeopleSoft Investments (President), and holds a B.A. in Communications and Psychology; she completed Stanford’s Corporate Governance Program and Harvard’s Compensation Committees Program . She chairs the Nominating and Corporate Governance Committee and serves on the Compensation Committee; the board determined she is independent under NYSE and SEC rules .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles:
  • Nominating & Corporate Governance Committee: Chair; 5 meetings in fiscal 2024; committee members are Taylor, Hooley, Tyson (all independent) .
  • Compensation Committee: Member; 4 meetings in fiscal 2024; members are Hooley (Chair), Diehl, Taylor (all independent) .
  • Risk & Compliance Committee: Taylor had pro‑rated service/fees in fiscal 2024; committee held 4 meetings; current members in 2025 are Atchison (Chair), Mintz, Offerdahl .
• Independence: Board determined Taylor is independent under NYSE/SEC rules .
• Attendance/engagement: Board held 8 meetings during fiscal 2024; each director attended at least 75% of board and committee meetings of their service; non‑employee directors meet in executive session at each regular meeting and at least twice annually .
• Lead Independent Director: Role exists; served by Diehl in 2024; successor to be appointed from independent directors at the 2025 annual meeting (Taylor not identified as Lead) .

Fixed Compensation

Notes:

• Director policy: Annual cash fee $30,000; annual equity award $209,000 in RSUs; additional committee membership and chair fees as stated; RSUs vest quarterly over 12 months .

Performance Compensation

• Non‑employee director pay is not performance‑based; there are no director bonuses, options, PSUs or TSR‑linked awards disclosed for directors. Annual equity awards are time‑based RSUs vesting quarterly over one year .
• Clawback: Compensation Committee oversees clawback/recoupment policies; disclosure pertains to incentive compensation (executive context), not director equity .

Other Directorships & Interlocks

• Current public company boards: None disclosed for Taylor; prior FICO board service (1999–2012) .
• Interlocks/conflicts: Company discloses that non‑employee directors do not receive direct compensation other than under the director plan; no immediate family members of non‑employee directors are employees; no indebtedness to/from non‑employee directors; no law/accounting/investment banking firm fee relationships; audit firm independence maintained .
• Related party transactions: None involving directors since the beginning of fiscal 2024; one disclosure relates to employment of founder’s sister (not Taylor) .

Expertise & Qualifications

• Self‑reported board skills: Banking/Financial Services, SaaS/Technology, Executive Leadership (C‑Level), Public Company Board, Finance/Strategy, Global, Compensation/Talent, ESG; aligns with Q2’s strategy and governance needs .
• Education: B.A. (Communications & Psychology), Lone Mountain College; completed Stanford Corporate Governance Program and Harvard Compensation Committees Program .

Equity Ownership

Governance Assessment

• Board effectiveness: Taylor chairs Nominating & Corporate Governance, overseeing director selection, governance guidelines, board/committee evaluations, and ESG oversight—signals strong governance engagement and process rigor . She serves on Compensation, including oversight of pay programs, succession planning, and clawback policy—reinforces independent pay governance .
• Independence and conflicts: Explicit independence determination and robust conflict safeguards reduce related‑party and audit independence risks; no related‑party transactions involving Taylor disclosed .
• Attendance and engagement: Board met eight times in 2024; directors (including Taylor) attended at least 75% of board and committee meetings; independent director executive sessions held at each regular meeting and at least twice annually—positive engagement indicator .
• Compensation alignment: Director pay emphasizes equity via time‑based RSUs ($209,018 in FY 2024) with modest cash retainers and committee fees; ownership guidelines at 4x retainer with full compliance support investor alignment; no options or performance awards for directors (reduces risk of short‑termism) .
• RED FLAGS: None disclosed (no pledging, no related‑party exposure, no audit/conflict issues, consistent attendance). Monitoring point: Taylor’s role on Compensation Committee warrants ongoing review of NEO pay outcomes versus disclosed performance measures (Non‑GAAP Revenue, Adjusted EBITDA, Bookings, Relative TSR) to ensure pay‑for‑performance integrity .