Kristi M. Rogers
QUALYSAbout Kristi M. Rogers
Independent director at Qualys since August 2013, age 55 as of April 23, 2025, and current Chair of the Nominating & Governance Committee; also serves on the Compensation & Talent Committee. She is co‑founder and Managing Partner of Principal to Principal, with prior leadership roles at Aegis Defense Services (EVP/President/CEO/Vice Chair) and Aspen Healthcare Services (MD/CEO), and board service at Aspen Medical USA. Education: BS in Political Science (Michigan State), Carnegie Mellon Cyber Security Risk Oversight certificate, and Stanford GSB Executive Education & Corporate Governance Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aegis Defense Services LLC | EVP; President; CEO; Vice Chairman | Aug 2006 – Jan 2013 | Led security/services provider to U.S. government; executive leadership experience |
| Aspen Healthcare Services, LLC | Managing Director; CEO; Director | Mar 2014 – Dec 2016 | Healthcare services executive leadership |
| Aspen Medical USA | Director | 2012 – 2014 | U.S. board oversight in medical services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Principal to Principal | Co‑founder & Managing Partner | Current | Governance consulting/leadership |
| Business Executives for National Security (BENS) | Director | Current | Non‑profit board service |
| Women’s Foreign Policy Group | Co‑Chair, Board of Directors | Current | Non‑profit leadership |
| NowSecure (private) | Director | Current | Mobile app security oversight (private company) |
| Other public company boards | — | — | 0 public boards (per proxy) |
Board Governance
- Independence: Board determined Rogers is independent under SEC and Nasdaq rules .
- Committee assignments: Chair, Nominating & Governance Committee; member, Compensation & Talent Committee .
- Attendance: Each incumbent director attended at least 75% of board and applicable committee meetings in 2024; Rogers attended the 2024 annual meeting .
- Board/committee meeting counts (2024): Board 4; Audit & Risk 8; Compensation & Talent 4; Nominating & Governance 4 .
- Board structure: Staggered board; Rogers is Class I (term expired at the 2025 annual meeting) .
- 2025 director election results: Rogers received 26,826,665 For; 2,954,928 Withheld; 3,554,584 broker non‑votes .
- Lead independent director: Board chair is independent; no separate lead independent director .
- ESG oversight: As Nominating & Governance Chair, oversees ESG activities, programs, and disclosure .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Annual cash retainer | $35,000 | Standard non‑employee director retainer |
| Nominating & Governance Committee Chair fee | $10,000 | Annual chair retainer |
| Compensation & Talent Committee member fee | $7,500 | Annual member retainer |
| Total cash fees (reported) | $52,500 | Per director compensation table |
Performance Compensation
| Equity Component | Grant Date | Units / Value | Vesting / Metrics |
|---|---|---|---|
| Annual RSU grant | Jun 12, 2024 | 1,313 RSUs; $184,450 fair value | Vests on earlier of Jun 12, 2025 or day before 2025 annual meeting; time‑based only (no performance metrics) |
| Director equity program (Annual Award intended value) | Effective Oct 30, 2024 | Intended value increased from $200,000 to $250,000 | Intended value used to size RSUs; change approved to improve competitiveness |
Company‑level performance metrics (executives, not used for director equity): PRSUs for NEOs vest on revenue growth and adjusted EBITDA margin; 2024 performance was 10% revenue growth and 47% adjusted EBITDA margin, leading to ~103% PRSU earnings for 2024 tranches .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Other public company boards | 0 |
| Private/non‑profit boards | BENS (director); Women’s Foreign Policy Group (co‑chair); NowSecure (private) |
| Interlocks/conflicts | Compensation Committee interlocks: none disclosed; no executive officers serving on other entities' comp committees . No related‑party transactions flagged in proxy; Audit & Risk Committee reviews related parties . |
Expertise & Qualifications
- Executive leadership in government services and healthcare; governance consulting experience .
- Cybersecurity governance education (Carnegie Mellon Cyber Security Risk Oversight certificate) .
- Board governance and ESG oversight as Nominating & Governance Chair .
- No other public boards, reducing external public‑company conflicts .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Kristi M. Rogers | 8,417 | <1% | 7,104 shares held directly; 1,313 RSUs vesting within 60 days of Apr 15, 2025 |
| Ownership guidelines (directors) | 6× Annual Retainer (value) | — | Increased from 5× to 6× in Oct 2024; all non‑employee directors in compliance or within grace period as of Dec 31, 2024 |
| Hedging/pledging policy | Prohibited | — | Hedging and pledging of company stock disallowed for directors and officers |
Insider Trades (Form 4)
| Date | Transaction | Shares | Price | Post‑trade holdings | Source |
|---|---|---|---|---|---|
| Aug 22, 2025 | Open market sale | 1,700 | $134.7047 | 8,596 | SEC Form 4: https://www.sec.gov/Archives/edgar/data/1107843/000141588925022949/xslF345X05/form4-08252025_100857.xml |
Say‑On‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: nearly 93% support (excluding abstentions and broker non‑votes) .
- 2025 Say‑on‑Pay vote: 27,571,613 For; 2,167,050 Against; 42,930 Abstain; 3,554,584 broker non‑votes .
Governance Assessment
- Strengths: Independent status; chairs governance/ESG; regular attendance; clear anti‑hedging/pledging policy; director ownership guidelines increased to 6× retainer, with compliance/grace status affirmed .
- Compensation alignment: Time‑based RSUs plus modest cash retainers and role‑based fees; 2024 equity grant size consistent with program; no performance‑based director pay, reducing risk of misaligned incentives .
- Signals: 2025 shareholder support for her re‑election solid (26.8M For vs 3.0M Withheld), and robust Say‑on‑Pay support historically; one small Form 4 sale in Aug 2025 with continued holdings suggests routine liquidity rather than a confidence signal shift .
- Watch items: External role at NowSecure (private mobile security) warrants monitoring for potential overlap with Qualys solutions, though no related‑party transactions or conflicts are disclosed; continue to track insider trading cadence and compliance with ownership/holding requirements .