David Pauldine
QUINSTREETAbout David Pauldine
David (Dave) Pauldine, age 68, has served on QuinStreet’s Board since October 2014 and is currently Chair of the Compensation Committee. He was President of DeVry University (2006–2014) and EVP of DeVry Education Group (now Adtalem Global Education), with earlier senior roles at Education Management Corporation and DeVry. He holds a B.A. in Communication Arts from the University of Dayton and an M.A. in Leadership from Antioch University (McGregor School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DeVry University | President | Jul 2006–Jun 2014 | Led operations of a large for‑profit education institution |
| DeVry Education Group (Adtalem Global Education, NYSE: ATGE) | Executive Vice President | Oct 2005–Jun 2014 | Senior corporate leadership at a public company |
| Education Management Corporation | EVP; President, The Art Institutes | 1989–2005 | Oversaw multi‑campus system; operating leadership |
| DeVry | Operational and management positions | 1979–1989 | Early operations leadership |
| Pauldine Enterprises, LLC | Professional speaker and consultant | Not disclosed | Advisory/speaking services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Association of Private Sector Colleges and Universities (now CECU) | Board member; Vice Chair; Board Chair | 2007–2013; Vice Chair 2011–2012; Chair Jun 2012–Jun 2013 | Trade association leadership |
| American Red Cross | Board member | Not disclosed | Non‑profit board |
| Greater Fort Lauderdale Chamber of Commerce | Board member | Not disclosed | Business civic org |
| Communities in Schools | Board member | Not disclosed | Education non‑profit |
| Sarasota University | Board member | Not disclosed | Higher education |
| ASPIRA | Board member | Not disclosed | Education non‑profit |
| Current public company directorships | — | — | None disclosed in the proxy |
Board Governance
- Committee assignments (FY2025): Chair, Compensation Committee; not listed on Audit or Nominating/Governance .
- Independence: The Board determined all directors except the CEO are independent (Pauldine is independent) .
- Attendance and engagement: Board met 4 times in FY2025; all directors attended ≥75% of Board and committee meetings; Compensation Committee met 6x; Audit 8x; Governance 4x .
- Leadership: James Simons serves as Lead Independent Director; Board regularly holds executive sessions without management .
- Compensation governance: Compensia is the independent compensation consultant to the Compensation Committee; Committee composed solely of independent directors; Compensation Committee Report signed by Pauldine (Chair) .
Fixed Compensation
| Component | Policy/Amount | FY2025 Actual (Pauldine) |
|---|---|---|
| Board annual cash retainer | $45,000 per non‑employee director | $72,000 cash fees earned (matches Board retainer + Compensation Chair fee) |
| Lead Independent Director fee | $15,000 (if applicable) | N/A for Pauldine |
| Committee Chair fees | Compensation Chair: $27,000; Audit Chair: $31,000; Nominating Chair: $14,000 | Compensation Chair: included in $72,000 |
| Committee member fees | Audit $10,000; Compensation $6,000; Nominating $3,500 | Not applicable beyond Chair role (no other memberships listed) |
| Meeting fees | Not specified (policy lists retainers; no per‑meeting fees) | Not disclosed |
Performance Compensation
Directors receive annual service‑vesting RSUs (no performance metrics) with a grant date cash value target of $145,000, vesting daily over one year; directors may elect to defer settlement until a change in control or Board departure .
| Grant Detail | Value/Count | Terms |
|---|---|---|
| Annual RSU grant (10/31/2024) | 6,904 RSUs; grant date fair value $144,984; per‑share fair value reference $21.00 | Vests daily over one year; service‑vesting only; no performance metrics |
Note: QNST also allows directors to irrevocably elect stock options in lieu of cash fees (granted quarterly at fair value equal to foregone cash); Pauldine did not receive option awards in FY2025 .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Pauldine in the proxy biography .
- Compensation Committee interlocks: None; no QNST executive served on another company’s board or comp committee with a QNST executive on QNST’s Committee .
Expertise & Qualifications
- Deep senior operating experience in for‑profit education (DeVry/Adtalem, Education Management), aligning with QuinStreet’s performance marketing client base in education verticals .
- Education: B.A. Communication Arts (University of Dayton); M.A. Leadership (Antioch University, McGregor School) .
- Board‑level compensation oversight experience as Compensation Committee Chair .
Equity Ownership
| Item | Amount | As of / Notes |
|---|---|---|
| Shares beneficially owned | 169,923 | As of Aug 15, 2025; represents ≤1% of shares outstanding |
| % of class | “*” (≤1%) | Company denotes ≤1% with asterisk; 55,676,795 shares outstanding at 8/15/2025 |
| Unvested RSUs (director) | 2,304 | As of end of FY2025 for Pauldine |
| Options (exercisable/unexercisable) | None disclosed for Pauldine | Options noted only for Ahmed and Smith among directors |
| Ownership guidelines | Directors must hold ≥3x annual cash retainer; all non‑employee directors satisfied requirement as of 6/30/2025 | Prohibits counting unvested RSUs/PSUs/options toward guideline |
| Hedging/Pledging | Prohibited (no short sales, hedging, holding in margin, or pledging) | Applies to directors, officers, employees, and family members |
Insider Trades
| Date/Item | Detail | Notes |
|---|---|---|
| Form 4 timeliness | One Form 4 was inadvertently filed one day late by Pauldine on Aug 26, 2024 for a transaction on Aug 21, 2024 | Company reports otherwise timely Section 16 compliance in FY2025 |
Governance Assessment
- Independent, long‑tenured director (since 2014) with sector‑relevant operating expertise; currently chairs the Compensation Committee, which met six times in FY2025, supported by independent consultant Compensia .
- Strong alignment mechanisms for directors: annual equity grants that vest over one year; three‑times retainer stock ownership guideline, with all non‑employee directors compliant; hedging and pledging prohibited .
- Board effectiveness: All directors met ≥75% attendance; Board holds regular executive sessions and maintains a lead independent director structure .
- Shareholder support signal: Say‑on‑pay received approximately 99% support at the 2024 annual meeting, indicating high investor confidence in compensation governance under the Committee chaired by Pauldine .
- Conflicts/related party: Company reports no related‑party transactions >$120,000 since July 1, 2024 involving directors; Compensation Committee interlocks not present .
- RED FLAG (minor): One late Form 4 by Pauldine (filed one day late); otherwise Section 16 compliance reported as timely .