Independent
Tenure on this board
5.1 yrs
Also a director at
Pony Ai Inc (PONY)
3 nominees · 4 ballot items.
Stockholders will vote on the election of three Class II directors, ratification of PricewaterhouseCoopers LLP as independent auditor, advisory approval of fiscal year 2026 named executive officer compensation, and approval of an amendment increasing shares available under the 2021 Employee Stock Purchase Plan.
Elect Asmau Ahmed, Matthew Glickman, and Hillary Smith as Class II directors for three-year terms expiring at the 2029 annual meeting or until successors are elected and qualified.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as QuinStreet’s independent registered public accounting firm for fiscal year 2027.
Approve, on a non-binding advisory basis, the compensation paid and awarded to QuinStreet’s Named Executive Officers for fiscal year 2026, including the compensation philosophy, policies, practices, and disclosures described in the proxy statement.
Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid, awarded, and earned by QuinStreet’s Named Executive Officers for fiscal year 2026. The vote covers the overall executive compensation program rather than any specific executive or compensation element. The proposal is intended to provide the Board and Compensation Committee with information about stockholder sentiment that may inform compensation decisions for the remainder of fiscal year 2027 and later periods. The advisory vote does not legally bind the Company, the Compensation Committee, or the Board. QuinStreet’s program emphasizes pay for performance, with annual bonus opportunities and equity awards tied to Company performance and stock-price value. For fiscal year 2026, Adjusted EBITDA was used for PSU performance and annual bonus measurement, and the Company reported Adjusted EBITDA of $112.5 million, resulting in full achievement of the fiscal-year PSU metric. Although bonuses were not paid in cash, the Company granted one-year RSUs in lieu of cash bonus payments to the Named Executive Officers other than the CEO’s zero bonus recommendation, while the Committee also approved a one-year RSU grant for the CEO based on deemed 35% achievement. The program also includes four-year service-vesting RSUs, double-trigger change-in-control protections, clawback policies, ownership guidelines, and anti-hedging and anti-pledging restrictions. The Board recommends a FOR vote because it believes the program is appropriately designed and aligns executive interests with long-term stockholder interests.
Approve an amendment to increase by 2,164,999 the number of common shares available for issuance under the 2021 Employee Stock Purchase Plan, resulting in a maximum reserve of 3,049,250 shares under the plan as described in the proposal.
Proposal 4 asks stockholders to approve Amendment No. 1 to the 2021 Employee Stock Purchase Plan. The amendment increases the number of shares available for issuance by 2,164,999 shares. The proxy states that 884,251 shares remained available as of August 15, 2026, and describes the proposed increase as necessary to continue the program for approximately three years. The amendment would allow eligible employees to purchase Company stock through payroll deductions or other permitted contributions, generally at 85% of the lower of the offering-period or purchase-date market value. Management argues that the ESPP supports recruitment, retention, employee motivation, and alignment of employee interests with stockholders. The plan includes both a Section 423 component for eligible U.S. employees and a non-423 component for certain foreign employees. Participation is voluntary, and the Company states that future benefits to particular employees cannot be determined because employees choose whether and how much to participate. The proposed reserve represents approximately 1.55% of outstanding shares based on the share count cited in the filing, although the appendix’s amended Section 14(a) text states a maximum plan availability of 4,329,998 shares, creating an apparent inconsistency with the narrative figure of 3,049,250 shares. The Board recommends a FOR vote because failure to approve would limit employee participation and potentially weaken the Company’s ability to attract, motivate, and retain talent.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.16% | 6,368,998 | $93M |
| 2 | Private Capital Management, LLC | 8.23% | 4,699,512 | $69M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 4.37% | 2,495,237 | $37M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.26% | 2,433,346 | $36M |
| 5 | BlackRock, Inc. | 4.14% | 2,362,937 | $35M |
| 6 | STATE STREET CORP | 3.94% | 2,248,840 | $33M |
| 7 | ROYCE ASSOCIATES LP | 3.01% | 1,716,828 | $25M |
| 8 | GOLDMAN SACHS GROUP INC | 2.68% | 1,531,718 | $22M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.30% | 1,310,488 | $19M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.24% | 1,277,193 | $19M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.