Matthew P. Flake

Board

Since December 2011

Age

52 years

Education

Holds a Bachelor of Arts in Business from Baylor University.

Tenure

Joined QTWO as Vice President of Sales in 06-2005, later serving as President, Chief Executive Officer, and board member before assuming the current dual role of CEO and Chairman.

Also at Q2 Holdings Inc

DJM

David J. Mehok

CFO and Principal Accounting Officer

JEB

John E. Breeden

Chief Delivery Officer

JAP

Jonathan A. Price

CFO

About

Matthew P. Flake is a seasoned leader with over two decades of experience in the financial services and technology sectors. His career began with significant roles in sales management, where he honed his skills in community banking solutions and technology-driven financial services.

Throughout his professional journey, he has taken on increasing leadership responsibilities at QTWO, starting with his role as Vice President of Sales and progressing to President, Chief Executive Officer, and board member. This trajectory has been marked by strategic decision-making and a commitment to fostering growth and innovation within the organization.

Under his guidance, QTWO has evolved into a dynamic firm that continues to expand its digital financial solutions. His leadership reflects a forward-thinking vision and a deep understanding of the competitive financial landscape, which continues to shape the company’s strategic direction.

$QTWO Performance Under Matthew P. Flake

Past Roles

Organization	Role	Date Range	Details
Q2 Holdings, Inc. (QTWO)	President	March 2019 to May 2023	Previous role prior to current CEO/Chairman position
Q2 Holdings, Inc. (QTWO)	President	March 2008 to August 2016	Previous role prior to current CEO/Chairman position
Q2 Holdings, Inc. (QTWO)	Vice President of Sales	June 2005 to March 2008	Held before advancing within the company
S1 Corporation	Regional Sales Director	2002 to May 2005	Provided Internet-based financial services solutions
Q-Up Systems, Inc.	Regional Sales Manager	August 1999 to 2002	Provided interactive web-based solutions for community banks and credit unions

Fixed Compensation

Data from FY 2023

Component Name	Amount	Payment Schedule	Additional Details
Annual Base Salary	$520,000	Annual	Fixed annual base salary for 2023.
All Other Compensation	$36,325	Annual	Includes employer’s premiums for medical, dental, vision, short-term and long-term disability, life, accidental death/dismemberment insurance, HSA contributions, 401(k) matching, and an executive wellness physical (none exceeds $25,000 individually).

Performance Compensation

Data from FY 2023

Non-Equity Incentive Plan Compensation

Metric (Component)	Weight	Threshold	Target	Maximum	Grant Date	Vesting Schedule	Additional Details
Corporate Bookings (MRR)	50%	$6,313,366	$8,417,822	$10,101,386	March 2, 2023	Vests on the third anniversary as earned	N/A
Corporate Adjusted EBITDA	50%	$56,000,000 (60% payout)	$70,000,000 (100% payout)	$87,500,000 (132% payout)	March 2, 2023	Vests on the second and third anniversaries as earned	N/A

Relative TSR PSUs

Metric	Weight	Threshold	Target	Maximum	Grant Date	Vesting Date	Share Count/Units	Grant Date Fair Value	Additional Details
Relative TSR PSUs	N/A	TSR at the 25th percentile (50% payout)	TSR at the 50th percentile (100% payout)	TSR at the 90th percentile (200% payout)	March 2, 2023	March 2, 2026	71,059 (target), 142,118 (max)	$3,312,060	Based on total stockholder return relative to the S&P Software & Services Select Index

Adjusted EBITDA Margin PSUs

Metric	Weight	Threshold	Target	Maximum	Grant Date	Vesting Schedule	Share Count/Units	Grant Date Fair Value	Additional Details
Adjusted EBITDA Margin PSUs	N/A	80% of target (50% payout)	100% of target (100% payout)	120% of target (200% payout)	March 2, 2023	Vest in two installments on the 2nd and 3rd anniversaries	N/A	$2,290,199	Calculated as Adjusted EBITDA as a percentage of Non-GAAP revenue; no units earned if below threshold