Stephen Hooley
Q2 HoldingsAbout Stephen C. Hooley
Stephen C. Hooley, age 62, has served as an independent director of Q2 Holdings, Inc. since August 2020 and currently chairs the Compensation Committee while also serving on the Nominating and Corporate Governance Committee . He holds a mechanical engineering degree from Worcester Polytechnic Institute and previously served as Board Chairman, CEO and President of DST Systems, with executive leadership roles at State Street and an early engineering role at Texas Instruments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DST Systems, Inc. | Board Chairman, CEO, President | Until 2018 | Led technology-based information processing and servicing solutions |
| State Street Corporation | Executive leadership roles | Prior to DST CEO tenure | Financial services and operations leadership |
| Texas Instruments | Engineer | Career start | Technical foundation |
External Roles
| Organization | Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| Brighthouse Financial, Inc. | BHF | Director | Current | Annuities and life insurance provider |
| Stericycle, Inc. | SRCL | Director | Former | Previously served until its acquisition by Waste Management |
| Legg Mason | — | Director | Former | Served until its acquisition by Franklin Templeton |
| DST Systems, Inc. | — | Director | Former | Also served as director |
| Boston Financial Data Services | — | Director | Former | Also served as director |
Board Governance
- Committees: Compensation (Chair), Nominating and Corporate Governance; Compensation Committee met 4 times in fiscal 2024 and all members were determined independent under NYSE/SEC rules .
- Independence and interlocks: The company reports no compensation committee interlocks in fiscal 2024 and indicates non-employee directors receive no direct compensation other than under the director plan; no indebtedness or professional firm fee relationships for non-employee directors; and independence checks across audit relationships and charitable contributions .
- Board structure and engagement: The board has adopted charters for the compensation, audit, risk and compliance, and nominating committees, and a Code of Business Conduct and Ethics available on the investor relations site; all directors serving attended the 2024 annual meeting .
- Committee roster (as of proxy date): Hooley (Compensation Chair; Nominating member); other committee leadership includes Atchison (Risk and Compliance Chair), Offerdahl (Audit Chair), Taylor (Nominating Chair) .
Fixed Compensation
| Year | Component | Amount ($) | Detail |
|---|---|---|---|
| 2024 | Board Annual Cash Retainer | 30,000 | Per director policy and disclosed breakdown |
| 2024 | Compensation Committee – Member Fee | 7,500 | Annual fee for service on Compensation Committee |
| 2024 | Compensation Committee – Chair Fee | 10,000 | Annual chair fee |
| 2024 | Nominating & Corporate Governance – Member Fee | 4,000 | Annual fee for service on Nominating Committee |
| 2024 | Total Fees Earned/Paid in Cash | 51,500 | Sum of cash components |
Policy note: Non-employee directors receive $30,000 annual cash fee and an annual RSU grant with grant-date fair value of $209,000; additional committee membership and chair fees as specified; RSUs vest quarterly over 12 months .
Performance Compensation
| Year | Grant Date | Instrument | Shares Granted | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 | 2024-06-11 | RSUs | 3,520 | 209,018 | Equal quarterly over one year beginning 2024-09-09 |
| 2025 | 2025-06-03 | RSUs | 2,337 | — | Policy: director RSUs vest quarterly over 12 months (grant details per Form 4) |
Notes:
- RSUs are time-based; directors do not receive options or PSUs under the director plan; no performance metrics apply to director awards. The company uses adjusted EBITDA and adjusted EBITDA margin as performance measures in executive compensation programs, which Hooley oversees as Compensation Chair .
Other Directorships & Interlocks
| Company | Sector/Relationship to QTWO | Potential Interlock/Conflict |
|---|---|---|
| Brighthouse Financial (BHF) | Insurance; not a typical Q2 customer | No related-party transactions disclosed; no fee relationships per independence checks |
| Stericycle (SRCL) | Regulated waste/services | Prior service; no ongoing interlock at QTWO |
| Legg Mason | Asset management | Prior service; acquisition completed; no interlock |
| DST Systems / Boston Financial Data Services | Tech/financial services | Prior service; no QTWO related-party transactions disclosed |
Expertise & Qualifications
- Mechanical engineering degree (Worcester Polytechnic Institute); extensive leadership in technology and financial services (DST Systems, State Street) and prior engineering role (Texas Instruments) .
- Board experience across financial services and technology companies; current Brighthouse Financial director; prior director roles at Stericycle, Legg Mason, DST Systems, and Boston Financial Data Services .
Equity Ownership
| As-Of Date | Beneficial Ownership (Shares) | % of Common Stock | Unvested RSUs (Shares) |
|---|---|---|---|
| 2025-03-31 | 17,565 | <1% | — |
| 2024-12-31 | — | — | 1,760 |
- Shares outstanding: 62,303,843 as of March 31, 2025 (ownership under 1% denoted as “*”) .
- Stock ownership guidelines: Non-employee directors must retain equity at least 4x the base annual cash board retainer; unvested time-based RSUs count; PSUs/MSUs and options do not; all non-employee directors were in compliance as of December 31, 2024 .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership (Shares) | Link |
|---|---|---|---|---|---|---|
| 2024-06-12 | 2024-06-11 | Award (RSUs) | 3,520 | 0.00 | 18,445 | |
| 2025-06-04 | 2025-06-03 | Award (RSUs) | 2,337 | 0.00 | 20,782 |
Governance Assessment
- Committee leadership and effectiveness: As Compensation Committee Chair, Hooley oversees executive pay structures, performance metrics, and succession planning; the committee met four times in 2024, is solely independent, and uses Mercer as its independent consultant—positive for governance rigor and alignment .
- Independence and conflict checks: The proxy reports no compensation committee interlocks in 2024 and broad independence safeguards (no indebtedness, no fee relationships with law/accounting/investment banking firms, and no related-party director compensation), mitigating conflict risk .
- Ownership alignment: He holds <1% of outstanding shares but complies with director stock ownership guidelines requiring at least 4x the base retainer; director equity is time-based RSUs vesting quarterly, supporting alignment though not performance-conditioned .
- Attendance and engagement: All directors serving attended the 2024 annual meeting; committee frequency indicates ongoing engagement; charters and ethics code are publicly accessible, supporting transparency .
RED FLAGS
- None identified in the proxy disclosures: no related-party transactions, no committee interlocks, no Section 16(a) issues cited for Hooley, and director compensation follows disclosed policy with time-based RSUs; beneficial ownership remains below 1% but within guideline compliance .