Q2 HOLDINGS, INC. (NYSE:QTWO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Q2 HOLDINGS, INC. (NYSE:QTWO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e)
On December 6, 2016, the Compensation Committee (the “Committee”)
of the Board of Directors of Q2 Holdings, Inc. (the Company)
approved base salaries for the Company’s named executive officers
to be effective for the fiscal year ending December 31, 2017. On
December 6, 2016, the Committee also approved the 2017 Bonus Plan
to be effective for the fiscal year ending December 31, 2017. The
2017 Bonus Plan provides for the payment of cash bonuses to certain
of the Companys executive officers, including the Companys named
executive officers, based upon achievement of established
performance measures and payout formulas determined by the
Committee. To the extent earned, bonuses under the 2017 Bonus Plan
for the Company’s named executive officers will be paid in a
single annual payout following completion of the 2017 fiscal year.
The new base salaries and target bonus payments as a percentage of
the base salary for each of the Company’s named executive officers
established by the Committee are set forth in the following table:

Named Executive Officer
2017 Base Salary

Target Bonus as % of Base Salary
Matthew P. Flake
Chief Executive Officer
$
460,000
91%
Jennifer N. Harris
Chief Financial Officer
346,500
74%
John E. Breeden
Executive Vice President of Operations
290,000
53%
The 2017 Bonus Plan provides for the bonus amounts to be earned
based on the following components:
Weighting of Components as % of Base Salary

Revenue

Adjusted EBITDA as a Percentage of Revenue
Mr. Flake
50%
50%
Ms. Harris
50%
50%
Mr. Breeden
50%
50%
The revenue component consists of the Companys revenue calculated
in accordance with generally accepted accounting principles. The
adjusted EBITDA as a percentage of revenue component (“EBITDA
component”) consists of the ratio determined by dividing the
Companys adjusted EBITDA by the revenue component. To determine the
adjusted EBITDA, the Company adjusts net loss for such things as
interest, taxes, depreciation and amortization, stock-based
compensation, acquisition-related costs, amortization of technology
and intangibles, and unoccupied lease charges. The 2017 Bonus Plan
provides that the revenue and EBITDA components are to be measured
against revenue and adjusted EBITDA targets based on the 2017
annual budget approved by the Companys board of directors.
Payouts under the 2017 Bonus Plan with respect to the revenue and
EBITDA components are to be based on performance within a range of
each components target. No incentive payment may be earned for
performance below the target minimum and the maximum bonus may be
earned at the target maximum. The range and target for each
component are set forth in the following table:

Achievement Level

Percentage of Revenue Component Attained

Percentage of EBITDA Component Attained

Corresponding Weighted Payout Percentage Per Component
Minimum
95%
90%
50%
At target
50%
50%
50%
Maximum
120%
120%
150%


About Q2 HOLDINGS, INC. (NYSE:QTWO)

Q2 Holdings, Inc. is a provider of secure, cloud-based virtual banking solutions. The Company enables regional and community financial institutions (RCFIs) to deliver a range of virtual banking services. The Company delivers virtual banking solutions across online, mobile, voice and tablet channels. The Company’s solutions are the point of interaction between its RCFI customers and their account holders. Its software-as-a-service (SaaS) delivery model is designed to scale with its customers as they add account holders on its solutions. The Company sells subscriptions to its cloud-based solutions through its direct sales organization. Its solutions include Q2online, Q2 Risk & Fraud Analytics, Q2 Treasury, Q2mobility App, Q2mobile Remote Deposit Capture, Q2text, Q2voice, Q2themes and Q2clarity. The Company’s solutions provide both behavioral analytics and policy-based decision prompts to identify suspect transactions and allow RCFI administrators to analyze transaction activity.

Q2 HOLDINGS, INC. (NYSE:QTWO) Recent Trading Information

Q2 HOLDINGS, INC. (NYSE:QTWO) closed its last trading session down -0.30 at 31.55 with 595,162 shares trading hands.

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