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



On May 2, 2023, the Board of Directors (the "Board") of Q2 Holdings, Inc. ("Q2")
appointed Kirk L. Coleman, previously Q2's Chief Banking Officer, as President,
effective May 3, 2023. Mr. Coleman will continue to report to Matthew P. Flake,
Q2's Chief Executive Officer. In connection with the appointment of Mr. Coleman,
Mr. Flake resigned from his role as President, effective as of May 3, 2023. Mr.
Flake will continue to serve as Q2's Chief Executive Officer.

Prior to his appointment as President, Mr. Coleman, age 51, served as Q2's Chief
Banking Officer since December 2021. Prior to that, Mr. Coleman served as
Founder and an Advisor for Centerline Advisors, a provider of strategic advisory
services to mid-sized financial institutions and companies from July 2020 to
November 2021. From May 2015 to June 2020, Mr. Coleman served as Executive Vice
President for Texas Capital Bank, a financial institution. From July 1993 until
November 2014, Mr. Coleman served in various roles of increasing responsibility
for Accenture, a consulting firm, most recently as Partner and Managing
Director. Mr. Coleman holds a B.A. in economics from Baylor University.
In connection with his appointment as President, on May 2, 2023, the
Compensation Committee ("Committee") of the Board approved an Amended and
Restated Employment Agreement ("Employment Agreement") for Mr. Coleman, which
increased his annual base salary to $450,000 and increased his target annual
bonus opportunity to 100% of his base salary, both effective May 3, 2023.

Pursuant to the Employment Agreement, Mr. Coleman also is entitled to additional
grants of restricted stock units ("RSUs") representing the right to receive
shares of Q2's common stock valued at $1,000,000 and performance stock units
("PSUs") representing the right to receive shares of Q2's common stock valued at
$1,000,000, with the RSUs and PSUs anticipated to be granted at the Committee's
next regularly scheduled meeting. The target number of shares underlying the
RSUs and PSUs will be determined based on a 5-day average closing price of Q2's
common stock prior to the date of grant. The RSUs will vest annually in four
equal installments beginning on approximately the one-year anniversary of the
RSU grant date, subject to Mr. Coleman's continuous service to Q2 through each
vesting date. Half of the PSUs ("TSR PSUs") will be subject to vesting based on
Q2's total stockholder return ("TSR") performance relative to the TSR
performance of the S&P Software & Service Select Index over a three-year
performance period. Subject to Mr. Coleman's continued service to Q2, between
zero and up to 200% of the full target number of shares subject to the TSR RSUs
are eligible to be earned upon the determination by the Committee of the level
of attainment after the completion of the three-year performance period. The
other half of the PSUs ("EBITDA PSUs") will be subject to vesting based on Q2's
attainment relative to a target financial measure consisting of Adjusted EBITDA
as a percentage of non-GAAP Revenue for the twelve months ending December 31,
2024 and further subject to Mr. Coleman's continued service to Q2 through
applicable vesting dates. Between zero and up to 200% of the target number of
shares subject to the EBITDA PSUs are eligible to be earned depending on the
level of attainment, with eligibility to earn up to 100% of the target shares at
approximately the second anniversary of the grant date, and eligibility to earn
any above-target shares on approximately the third anniversary of the date of
grant.

Other than the changes in compensation and the additional equity awards
described above, no other changes were made to Mr. Coleman's prior employment
agreement, which was the same form of employment agreement Q2 has with its other
non-CEO named executive officers.

The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by the text of the Employment
Agreement which is filed as Exhibit 10.1 hereto, and is incorporated herein by
reference.
Mr. Coleman was not selected as President pursuant to any arrangements or
understandings with Q2 or with any other person, there are no family
relationships between Mr. Coleman and any director or executive officer of Q2
required to be disclosed under Item 401(d) of Regulation S-K, and Mr. Coleman
has no direct or indirect material interest in any transaction with Q2 that
would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On May 3, 2023, Q2 issued a press release announcing Mr. Coleman's appointment, a copy of which is furnished herewith as Exhibit 99.1.



The information in Exhibit 99.1 is being "furnished" and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (as
amended, the "Exchange Act") or otherwise subject to the liabilities of that
Section, and shall not be or be deemed to be incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


      Exhibit No.                                              Description
          10.1                 Amended and Restated Employment Agreement,

dated May 3, 2023, by and among


                               Q2 and Kirk L. Coleman
          99.1                 Press release dated May 3, 2023
          104                  Cover Page Interactive Data File (embedded

within the Inline XBRL document)

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