Jeffrey P. Hank
QUALYSAbout Jeffrey P. Hank
Independent Chair of the Board at Qualys since January 2023; director since January 2010. Age 65 as of April 23, 2025; B.S. in Business Administration from the University of California, Berkeley. Prior roles include Vice President, Chief Accounting Officer and Corporate Controller (and later VP Finance & CAO) at Intuit; audit partner at KPMG and Arthur Andersen. The board cites his technology executive experience and accounting background as core credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intuit, Inc. | Vice President, Chief Accounting Officer and Corporate Controller | Jun 2005–Jul 2012 | Senior finance leadership in public tech company |
| Intuit, Inc. | Vice President of Finance and Chief Accounting Officer | Jul 2012–Sep 2013 | Oversight of finance and accounting |
| KPMG LLP | Audit Partner | Jun 2002–Sep 2003 | Public company audit leadership |
| Arthur Andersen LLP | Audit Partner | Sep 1994–Jun 2002 | Public company audit leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First Tech Federal Credit Union | Chairman of the Board | Since Apr 2022 | Non-public financial institution; governance oversight |
| Other public company boards | — | — | 0 public company boards disclosed |
Board Governance
- Independent status confirmed under SEC and Nasdaq rules; Hank is the independent Chair since Jan 2023, with no lead independent director needed because the Chair is independent.
- Board structure: Classified board; Hank is a Class III director with term expiring at the 2027 annual meeting.
- 2024 engagement: Board met 4 times; Audit & Risk Committee 8; Compensation & Talent Committee 4; Nominating & Governance Committee 4. Each incumbent director attended at least 75% of meetings; Hank attended the 2024 annual meeting.
- Committee assignments: Hank is not listed as a member of Audit & Risk, Compensation & Talent, or Nominating & Governance committees. Chair roles on committees are held by other directors.
| Governance Item | FY 2024 Detail |
|---|---|
| Independent Chair of the Board | Yes (since Jan 2023) |
| Board meetings held | 4 |
| Audit & Risk meetings held | 8 |
| Compensation & Talent meetings held | 4 |
| Nominating & Governance meetings held | 4 |
| Hank committee memberships | None listed |
| Attendance threshold | ≥75% (each incumbent director) |
| Annual meeting attendance | Hank attended |
| Board class/term | Class III; term expires 2027 |
Fixed Compensation
| Component | FY 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 90,000 | As reported in 2024 Director Compensation Table |
| Annual Retainer (program rate) | 35,000 | Applies to all non-employee directors |
| Chair of Board additional retainer (program rate) | 50,000 | Non-employee Chair premium |
| Committee retainers (program rates) | Audit Chair $20,000; Member $10,000; Comp Chair $15,000; Member $7,500; N&G Chair $10,000; Member $5,000 | Program terms; Hank not listed on committees |
Performance Compensation
| Grant Type | Grant Date | Units/Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU (Annual Award) | Jun 12, 2024 | 1,313 | 184,450 | Vests on earlier of Jun 12, 2025 or day before 2025 annual meeting, subject to continued service |
| Stock Options | — | 4,000 (aggregate outstanding) | — | Exercisable within 60 days of Apr 15, 2025 (beneficial ownership footnote) |
- Director equity is time-based (RSUs); no performance metrics tied to director compensation disclosed.
- Program change: Intended value of Annual Awards increased from $200,000 to $250,000 effective Oct 30, 2024.
| Program Element | Prior | Changed To | Effective Date |
|---|---|---|---|
| Annual RSU Award intended value | $200,000 | $250,000 | Oct 30, 2024 |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | 0 |
| Compensation committee interlocks (FY 2024) | None; no cross-directorships with executives at companies where Hank serves |
Expertise & Qualifications
- Background: Former audit partner (KPMG, Arthur Andersen) and senior finance executive at Intuit; board cites accounting and technology company experience as qualifications.
- Financial oversight: Audit- and accounting-heavy career, enhancing board-level financial literacy; formal “audit committee financial expert” designation applies to another director (Berquist), not Hank.
Equity Ownership
| Ownership Item | Amount | As of Date | % of Shares Outstanding |
|---|---|---|---|
| Beneficially owned shares (total) | 16,666 | Apr 15, 2025 | <1% |
| Shares held directly | 11,353 | Apr 15, 2025 | — |
| RSUs vesting within 60 days | 1,313 | Apr 15, 2025 | — |
| Options exercisable within 60 days | 4,000 | Apr 15, 2025 | — |
| Unvested RSUs outstanding | 1,313 | Dec 31, 2024 | — |
| Hedging/pledging | Prohibited by insider trading policy | Policy as of 2024 | — |
| Director stock ownership guideline | ≥6× Annual Retainer | Amended Oct 2024 | Compliance: all non-employee directors compliant or within grace period |
Governance Assessment
- Board effectiveness: Independent Chair role and separation from CEO support oversight integrity; no lead independent director needed given Chair independence.
- Independence/attendance: Independence affirmed; at least 75% meeting attendance met; attended 2024 annual meeting—positive engagement signals.
- Alignment: Director pay skewed toward equity (RSUs), with stock ownership guidelines raised to 6× retainer—improves long-term alignment.
- Conflicts: No related-party transactions involving Hank disclosed; related-party oversight sits with Audit & Risk Committee.
- Risk controls: Anti-hedging/pledging policies, clawbacks for executives, and double-trigger change-in-control arrangements—overall governance practices consistent with investor-friendly standards.
RED FLAGS: None disclosed specific to Hank. No hedging/pledging, no related-party transactions, and no compensation interlocks identified. Long tenure (since 2010) is a governance consideration but independence is reaffirmed annually.