Scott Kerr

About Scott Kerr

M. Scott Kerr is Senior Vice President, General Counsel and Corporate Secretary of Q2 Holdings; he has served as Corporate Secretary since March 2021 and as General Counsel since August 2022, after roles as Deputy General Counsel from 2013–2022. He is 50 and holds a J.D., Masters in Professional Accounting, and B.B.A. in Accounting from the University of Texas at Austin . Company performance drivers relevant to executive incentives in 2024 included Non-GAAP revenue of $696.5M (+12% YoY) and adjusted EBITDA of $125.3M with ~600 bps margin expansion; cash from operations was $135.8M . Pay-versus-performance disclosures show company TSR (value of $100 invested) increased to 124 in 2024 versus 54 in 2023 and 33 in 2022; Non-GAAP revenue rose from $566.3M (2022) to $625.0M (2023) and $696.46M (2024) .

Past Roles

External Roles

No public company directorships or external board roles are disclosed for Kerr in the proxy .

Fixed Compensation

Not disclosed for Kerr individually. Q2’s executive program emphasizes pay-for-performance with base salary plus an annual cash bonus opportunity under a company-wide plan; for 2024, targets for NEOs were unchanged and structured around corporate goals (non-GAAP revenue and adjusted EBITDA) with capped payouts .

Performance Compensation

The proxy confirms Kerr participated in annual equity grants (RSUs and PSUs), evidenced by a late Form 4 filing alongside other executives for RSU and PSU awards on March 7, 2024 (administrative error) . While Kerr-specific award values are not disclosed, 2024 performance plans and vesting mechanics are as follows:

• 2024 Cash Bonus Plan metrics and outcomes (company-wide plan for NEOs and other employees):

  Metric	Target	Actual	Payout Factor	Weight	Weighted Payout
  Non-GAAP Revenue ($)	689,000,000	696,464,195	127.1%	50%	63.6%
  Adjusted EBITDA ($)	111,000,000	125,338,221	125.9%	50%	62.9%
  Total (calculated)	—	—	126.5%	—	126.5%

• 2024 PSUs structure: 50% tied to Adjusted EBITDA Margin (12-month period ending Dec 31, 2025; threshold 80%, target 100%, max 120% → 50–200% payout); 50% tied to relative TSR vs S&P Software & Services Select Index over three years; earned shares vest in year 2 and/or year 3 depending on performance .

• Standard 2024 RSU schedule: RSUs granted March 7, 2024 vest in four equal annual installments beginning March 3, 2025 .

Note: The company’s 2023 Adjusted EBITDA Margin PSUs paid out at 200% based on 18% margin for the period ended Dec 31, 2024; this demonstrates strong linkage to profitability metrics, though Kerr’s specific allocation is not disclosed .

Equity Ownership & Alignment

• Stock ownership guidelines: Other executive officers must hold stock equal to 3x base salary; covered individuals have five years to comply. As of Dec 31, 2024, covered executives were in compliance .
• Hedging and pledging: Prohibited for all employees, executives, and directors; includes short sales, derivatives, and pledging/margin accounts .
• Clawback policies: Updated Dec 1, 2023 to comply with SEC Rule 10D-1, requiring recovery of incentive compensation after financial restatements (covers cash and equity for three prior fiscal years). Prior 2021 policy applied in cases involving fraud or intentional misconduct related to a restatement .
• Section 16 compliance: One late Form 4 filing for Kerr reported annual RSU and PSU grants on March 7, 2024 (administrative error) .

Employment Terms

• Role and tenure: Senior Vice President, General Counsel since Aug 2022; Corporate Secretary since Mar 2021 .
• Insider trading policy: Pre-clearance required for certain individuals; blackout periods enforced; comprehensive prohibitions on hedging/pledging as noted above .
• Stock option practices: Q2 has not granted stock options since March 2018; no option repricings or award modifications in 2024 .

Performance & Company Context (2019–2024)

Additional 2024 highlights used for incentive determination:

• Adjusted EBITDA of $125.3M; adjusted EBITDA margin expanded by ~600 bps YoY .
• Cash from operations of $135.8M .
• Say-on-Pay approval: 90.6% support in 2024, indicating strong shareholder endorsement of incentive design .

Compensation Structure Analysis

• Increased emphasis on PSUs (profitability and relative TSR) and multi-year vesting supports alignment and retention; RSUs vest over four years while PSUs vest based on performance in years two and three .
• No tax gross-ups on severance or perquisites; limited perquisites and none exceeding $10,000 for NEOs in 2024 (signal of shareholder-friendly practices) .
• Comprehensive clawback and anti-hedging/pledging policies further strengthen alignment and reduce risk of misaligned incentives .

Risk Indicators & Red Flags

• Late Form 4 filing (administrative error) reported for the March 7, 2024 grants; not indicative of misconduct but relevant for monitoring reporting controls .
• No option repricings; no hedging or pledging permitted; no severance tax gross-ups disclosed—all reduce governance risk exposure .

Compensation Peer Group (Context for Pay Benchmarking)

• 2024 peer group updates: Added Elastic NV, Guidewire, LiveRamp, Smartsheet, Sprinklr; removed several firms due to acquisitions or size/model fit .
• 2025 peer group updates: Removed Alteryx and New Relic; added Alkami Technology, BILL Holdings, Clearwater Analytics, Intapp, Qualys .

Investment Implications

• Alignment: Kerr’s participation in RSU/PSU grants, combined with 3x salary ownership guidelines, anti-hedging/pledging, and a robust clawback policy, indicates strong alignment with shareholder outcomes and reduces behavioral risk .
• Retention: Multi-year vesting of RSUs and PSUs, and company-wide bonus metrics tied to revenue and adjusted EBITDA, create stickiness and predictable vesting calendars that can influence selling pressure around March 3 each year (RSU vest dates per 2024 grant schedule) .
• Performance sensitivity: The 2024 bonus plan paid at 126.5% of target on Non-GAAP revenue and adjusted EBITDA outperformance, showing direct linkage of payouts to core financials—continued margin improvement and revenue execution should support ongoing incentive realization for senior executives, including the legal function’s role in enabling strategic initiatives .
• Governance signals: High Say-on-Pay support, no gross-ups/hedging/pledging, and no option repricings suggest low governance risk and fewer shareholder contention points on compensation design .