Wendy M. Pfeiffer
QUALYSAbout Wendy M. Pfeiffer
Independent director of Qualys since August 2019; age 59 as of April 23, 2025. Former CIO with deep enterprise cloud, IT operations, and cybersecurity oversight experience, including CIO roles at Nutanix and GoPro and senior IT leadership at Robert Half. Holds a B.S. in Business Administration, Financial Accounting and Technology from University of Phoenix. Classified as independent under Nasdaq and SEC rules; board currently has an independent chair and no lead independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nutanix, Inc. | Senior Vice President & Chief Information Officer | Jan 17, 2017 – Mar 17, 2023 | Led enterprise cloud IT; relevant to Audit & Risk oversight of cybersecurity, privacy, reliability, business continuity |
| GoPro, Inc. | Chief Information Officer & Vice President, IT | Jul 2015 – Jan 2017 | CIO experience supports operational risk oversight |
| Robert Half International | Senior Director, IT Shared Services | Feb 2009 – Jun 2015 | Shared services leadership; governance and process rigor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SADA Systems (private; Google reseller) | Director | Jan 2020 – Dec 2023 | Private company board; no Qualys related-party transactions disclosed |
| Other public company boards | — | — | None (0) |
Board Governance
- Committee assignments: Member, Audit & Risk Committee; Member, Nominating & Governance Committee. Not a chair of either committee .
- Expertise: Audit & Risk members (including Pfeiffer) meet Nasdaq financial knowledge and sophistication requirements; committee oversees financial risk, cybersecurity, data privacy, reliability, continuity, and capacity. Nominating & Governance oversees board composition, annual evaluations, and ESG disclosure .
- Independence: Determined independent under SEC and Nasdaq rules; five of six directors independent; board chair is independent (Jeffrey P. Hank) .
- Attendance and engagement: Board held 4 meetings in 2024; Audit & Risk 8; Nominating & Governance 4; each incumbent director attended at least 75% of the meetings. Six current directors attended the 2024 annual meeting, including Pfeiffer .
- Tenure: Director since August 2019, continuing director in Class II with term expiring at 2026 annual meeting .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Annual Board Cash Retainer | $35,000 | Standard non-employee director retainer |
| Audit & Risk Committee (Member) | $10,000 | Annual member retainer |
| Nominating & Governance Committee (Member) | $5,000 | Annual member retainer |
| Total Cash Fees (2024) | $50,000 | Reported for Pfeiffer in director compensation table |
Performance Compensation
| Equity Element | Grant | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSUs | 1,313 RSUs granted June 12, 2024 | $184,450 | Vest on earlier of June 12, 2025 or day before 2025 annual meeting (subject to service) | Standard annual equity; no director options outstanding |
| Initial Award (policy) | RSUs (intended “value” $420,000 at onboarding) | Policy disclosure | Vest in 3 equal annual installments | Applies upon joining the board; time-based vesting |
| Annual Award (policy) | RSUs (intended “value” $250,000 effective Oct 30, 2024; previously $200,000) | Policy disclosure | Vest on earlier of first anniversary or day before next annual meeting | “Value” based on 30-day average stock price pre-grant |
| Change-of-control treatment | Acceleration | Policy disclosure | Full acceleration of vesting for Initial and Annual Awards upon a change in control | Director equity accelerates; aligns continuity incentives |
- Performance metrics tied to director equity: None; director awards are time-based RSUs (no PSUs/options for directors). Hedging/pledging of company stock is prohibited for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None (0) |
| Private boards | SADA Systems director (2020–2023) |
| Notable interlocks | None disclosed with Qualys competitors/suppliers/customers; no related-party transactions involving Pfeiffer disclosed |
Expertise & Qualifications
- Education: B.S., Business Administration (Financial Accounting & Technology), University of Phoenix .
- Technical expertise: CIO background at cloud and device companies; relevant to cybersecurity, IT operations, and risk oversight under Audit & Risk Committee remit .
- Governance/ESG: Member of Nominating & Governance Committee overseeing board composition, evaluations, and ESG disclosures .
- Independence and financial sophistication: Independent; Audit & Risk members (including Pfeiffer) meet Nasdaq financial knowledge standards .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 9,803 shares | 8,490 shares held + 1,313 RSUs vesting within 60 days of 4/15/2025; <1% of outstanding |
| Ownership % of outstanding | <1% | Based on 36,353,741 shares outstanding at 4/15/2025 |
| Unvested stock awards (12/31/2024) | 1,313 RSUs | Per director compensation footnote; options outstanding: 0 |
| Hedging/pledging | Prohibited | Insider trading policy bans hedging and pledging by directors |
| Stock ownership guidelines | ≥6x annual retainer (amended Oct 2024) | All non-employee directors in compliance or within grace period as of 12/31/2024 |
Governance Assessment
- Board effectiveness: Dual membership on Audit & Risk and Nominating & Governance places Pfeiffer at the center of financial/cyber risk and ESG/board composition oversight; her CIO background is additive to cyber/data privacy risk management and operational resilience .
- Independence, attendance, and engagement: Independent status; at least 75% meeting attendance; participation in annual meeting. Signals solid engagement and governance hygiene .
- Compensation alignment: Director pay structure is equity-heavy (time-based RSUs) with modest cash retainers, discourages short-termism; change-of-control acceleration is standard for directors; hedging/pledging prohibited; ownership guidelines increased to 6x retainer, with compliance noted—positive alignment signal .
- Conflicts/related-party exposure: No related-party transactions disclosed for Pfeiffer; no public company interlocks; reduces perceived conflict risk .
- Broader governance signals: Independent chair; say-on-pay support ~93% in 2024 indicates shareholder confidence in compensation governance. Committees independently constituted and use an external compensation consultant (Compensia) for benchmarking .
- Red flags: None disclosed regarding legal proceedings, SEC investigations, pledging/hedging, option repricing, or attendance shortfalls for Pfeiffer .