Andrew Sheehan
QUINSTREETAbout Andrew Sheehan
Andrew (Andy) Sheehan has served as an independent director of QuinStreet since February 2017. He is Managing Partner of Tippet Venture Partners (since 2014) and previously was a partner at Sutter Hill Ventures (2007–Feb 2021). He holds a B.A. in English from Dartmouth College and an M.B.A. from the Wharton School, University of Pennsylvania . He is a Class III director with a term expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sutter Hill Ventures | Partner | 2007–Feb 2021 | Technology investor; strategic oversight experience relevant to digital marketing |
| Tippet Venture Partners, LLC | Managing Partner | 2014–present | Leads venture investments; brings tech industry expertise to Board oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yext, Inc. (NYSE: YEXT) | Director | May 2008–present | Public company board experience; network interlock with QNST via Hillary Smith (Yext comp chair) |
| Various private tech companies | Director | Ongoing | Boards of privately held tech companies; broad sector exposure |
Board Governance
- Committee assignments: Chairperson, Nominating and Corporate Governance Committee; not a member of Audit or Compensation Committees .
- Independence: Board determined all directors except CEO are independent; all Board committees comprised solely of independent directors .
- Attendance: Board met 4 times in FY2025; Governance Committee met 4 times; all directors attended ≥75% of Board and committee meetings in FY2025 .
- Board structure and leadership: Classified board; Lead Independent Director role established (Jim Simons); regular executive sessions without management .
- Annual meeting engagement: As policy, directors are encouraged but not required to attend; no directors attended the 2024 annual meeting .
- Committee matrix (as of Sep 5, 2025): Andrew Sheehan—Governance Chair; Audit Chair: Stuart M. Huizinga; Compensation Chair: David Pauldine; Members: Ahmed/Glickman (Audit), Simons/Smith (Comp/Gov) .
Fixed Compensation
| Component | Policy Amount ($) | Sheehan Actual FY2025 ($) |
|---|---|---|
| Board annual cash retainer | 45,000 | 45,000 (component of fees) |
| Governance Committee chair fee | 14,000 | 14,000 (component of fees) |
| Audit/Comp committee member fees | 10,000 / 6,000 (per committee) | 0 (not a member) |
| Lead Director fee | 15,000 | 0 (not Lead Director) |
| Total cash fees earned (FY2025) | — | 59,000 |
Notes:
- Non-employee director policy allows stock options in lieu of cash upon irrevocable annual election; Sheehan did not elect options in FY2025 (option awards $0) .
Performance Compensation
| Grant Date | Securities Underlying Stock Awards (#) | Grant Date Fair Value ($) | Per-Share Grant Date FV ($) | Vesting Schedule |
|---|---|---|---|---|
| Oct 31, 2024 | 6,904 | 144,984 | 21.00 | Service-vesting RSUs; vest daily over one year |
- Annual RSU award policy for non-employee directors: grant date cash value of $145,000 each year on the annual meeting date; directors may elect to defer RSU settlement until departure or change in control .
Other Directorships & Interlocks
| Company | Relationship to QNST | Interlock Detail |
|---|---|---|
| Yext, Inc. | Two QNST directors also sit on Yext’s board | Andrew Sheehan (director since 2008); Hillary Smith (Yext Compensation Chair; Audit member) |
- Implication: Network interlock may enhance information flow but warrants monitoring for potential overlapping interests; no related-party transactions disclosed involving directors since July 1, 2024 .
Expertise & Qualifications
- Industry and investment expertise in technology; leadership experience as venture investor; educational credentials (Dartmouth BA; Wharton MBA) .
- Governance capability evidenced by chairing Governance Committee—responsible for director evaluations, nominations, succession planning, and governance policy recommendations .
Equity Ownership
| Holder/Type | Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Andrew Sheehan—total beneficial ownership | 63,937 | 0.11% (63,937 ÷ 55,676,795) | Includes 15,623 shares via Tippet Venture Partners, L.P.; 47,486 via trust; disclaims beneficial ownership except to extent of pecuniary interest |
| Unvested RSUs (FY2025 year-end) | 2,304 | — | Unvested director RSUs outstanding |
| Options (exercisable within 60 days of Aug 15, 2025) | 0 | — | No options disclosed for Sheehan |
| Pledged/Hedged shares | None allowed by policy | — | Insider trading policy prohibits pledging and hedging by directors/officers |
| Ownership guideline status | Satisfied | — | Directors must hold ≥3× annual cash retainer; all non-employee directors satisfied as of Jun 30, 2025 |
Fixed vs Performance Compensation Mix (Director)
- FY2025 mix: Cash fees $59,000; equity RSUs $144,984; no options—aligns director pay more with stock performance via annual RSUs; vesting over one year supports near-term alignment and retention .
Related Party Transactions and Conflicts
- No related person transactions >$120,000 since July 1, 2024; ordinary-course indemnification agreements in place for directors and officers .
- Related person transaction policy requires Audit Committee review and approval; transactions involving director compensation handled by Compensation Committee; directors prohibited from participating in approvals where conflicted .
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay: For 41,968,819; Against 1,144,724; Abstain 39,043; Broker non-votes 9,132,568 (approved; ~97% of votes cast in favor) .
- 2024 Say-on-Pay: ~99% approval; Compensation Committee noted no significant shareholder concerns warranting program changes .
Governance Assessment
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Strengths:
- Independent director; chairs Governance Committee—clear role in director performance evaluation, nominations, CEO succession, and governance policies .
- Ownership alignment: holds ~0.11% of shares; meets director ownership guideline; RSU-based annual grants align with shareholder returns; pledging/hedging prohibited .
- Board and committee attendance meets thresholds; structured oversight with executive sessions and independent committee chairs .
- Shareholder support for compensation (high Say-on-Pay approval, 2024–2025) .
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Watch items:
- Interlock: Two QNST directors (Sheehan, Smith) on Yext’s board—monitor for potential overlapping considerations if strategic relationships emerge, though no related-party transactions disclosed .
- Annual meeting engagement: No directors attended 2024 annual meeting (policy does not require attendance); continued transparency on shareholder engagement is advisable .