Q2 Holdings, Inc. filed a Form 8-K on October 28, 2026, disclosing the promotion of Jonathan A. Price to Co-Chief Executive Officer effective October 29, 2026, alongside the expansion of the company's board from seven to eight members and the appointment of Price to that board.

Key Highlights

  • Co-CEO promotion: Jonathan A. Price, age 43, was promoted to Co-Chief Executive Officer effective October 29, 2026, to serve alongside Matthew P. Flake.
  • Board expansion: Q2's Board of Directors was increased from seven to eight members, with Price appointed to fill the new seat for an initial term expiring at Q2's 2027 annual meeting of stockholders.
  • CFO duties retained: Price will continue to serve as Chief Financial Officer (principal financial officer and principal accounting officer) during Q2's search for a new CFO.
  • Base salary increase: Price's annual base salary was increased to $520,000 in connection with the promotion, according to the filing.
  • RSU grant: Price is set to receive a grant of restricted stock units valued at $3,000,000, vesting over four years with 25% on approximately the one-year anniversary and the remainder vesting in equal quarterly installments.
  • Severance terms amended: Price's employment agreement was amended to mirror the severance benefits in Matthew Flake's agreement, including a 24-month severance payment equal to 200% of base salary plus a pro-rata bonus in a standard termination, and 250% of base salary in a change-in-control termination.
  • No changes to Flake's compensation: The filing stated that no changes were made to Flake's compensation arrangements as a result of the Co-CEO structure.

Q2 Holdings Establishes Co-CEO Structure and Revises Price's Employment Terms

According to the Form 8-K filed with the Securities and Exchange Commission, Q2 Holdings, Inc. (NYSE:QTWO) promoted Jonathan A. Price to Co-Chief Executive Officer effective October 29, 2026. Price will serve in that role alongside Matthew P. Flake, who the filing noted will continue as President and Chairman of the Board. Price has served as Q2's Chief Financial Officer since November 2024 and held several prior roles at the company dating back to February 2018, including Executive Vice President positions in strategy, emerging businesses, and business development. Before joining Q2, the filing stated he held roles at BMO Capital Markets, Citi, and Goldman Sachs Group, Inc., and holds an H.B.A. from the Richard Ivey School of Business at the University of Western Ontario.

In connection with the promotion, Q2 entered into an Amended and Restated Executive Employment Agreement with Price, with approval from the Compensation Committee. The agreement sets his annual base salary at $520,000 and mirrors the severance structure in Flake's September 23, 2021 employment agreement. Under the standard termination provision, the filing disclosed that Price would be entitled to payments over a 24-month period equal to 200% of his then-current annual base salary plus a pro-rata cash incentive bonus at target, along with 12 months of accelerated time-based equity vesting and up to 24 months of COBRA coverage payments. In a change-in-control scenario occurring within the window defined in the agreement, severance rises to a lump sum of 250% of base salary, full acceleration of time-based equity, continued eligibility for performance-based equity for the remainder of their terms, and up to 30 months of COBRA coverage.

The filing also disclosed that Price will receive an RSU grant valued at $3,000,000, with the number of shares to be determined by the five-day average closing price of Q2's common stock prior to and including the grant date. Price will not receive additional compensation for his service as a director, the filing noted. The filing also stated Price has no direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K, and that no family relationships exist between him and any of Q2's directors or executive officers.

What Was Disclosed

Q2 Holdings disclosed the promotion of Jonathan A. Price to Co-CEO, his appointment to an expanded eight-member board, an increase in his base salary to $520,000, revised severance terms, and an RSU grant valued at $3,000,000, all effective October 29, 2026.