Douglas Valenti - Chief Executive Officer | QUINSTREET (QNST) Executive Profile & Compensation

About Douglas Valenti

Douglas (Doug) Valenti, age 65, is Chief Executive Officer and Chairperson of QuinStreet; he founded the company, has served as CEO and director since July 1999, and has been Chairperson since March 2004 . His background spans partner at Rosewood Capital (VC), strategy consultant (McKinsey), management roles at Procter & Gamble, and decorated nuclear submarine officer (U.S. Navy); education includes B.S. Industrial Engineering (Georgia Tech, highest honors), U.S. Navy postgraduate nuclear engineering, and MBA (Stanford, Arjay Miller Scholar) . Under his tenure, say-on-pay support was ~99% in 2024, and incentive design emphasizes Adjusted EBITDA and media margin dollars; 2025 PSUs paid at 100% on $81.3M Adjusted EBITDA while annual bonuses were cut to 21.3% of target for NEOs and 0% for the CEO, supporting alignment with profitability goals . Recent performance indicators per pay-versus-performance include company TSR index values of $178→$96→$84→$159→$154 (FY2021–FY2025), Adjusted EBITDA of $52.2M→$31.0M→$16.7M→$20.4M→$81.3M, and net income of $23.6M→$(5.2)M→$(68.9)M→$(31.3)M→$4.7M (FY2021–FY2025) .

Past Roles

Organization	Role	Years	Strategic impact
Rosewood Capital	Partner (Venture Capital)	Pre-1999	Investing/operator perspective for growth and capital allocation
McKinsey & Company	Strategy Consultant	Pre-1999	Structured strategy/ops problem solving applicable to performance marketing
Procter & Gamble	Management roles	Pre-1999	Brand/operations discipline relevant to client acquisition and marketing ROI
U.S. Navy	Nuclear submarine officer (qualified submarine warfare specialist)	Pre-1999	Leadership and technical rigor; decorated service

External Roles

No current external public company directorships disclosed for Valenti in the proxy .

Fixed Compensation

Metric	FY2024	FY2025
CEO Base Salary ($)	572,150	590,000
CEO Target Annual Bonus ($)	—	590,000 (100% of base)
CEO Actual Annual Bonus Payout ($)	222,320	0 (0% of target)

Annual bonus framework (FY2025): primary measure media margin dollars by vertical (weighted per plan); formulaic achievement at 46%, CEO recommended reduction to 21.3% for other NEOs and to 0% for himself; Committee concurred .

Performance Compensation

Plan/Grant	Metric(s)	Weighting	Target/Threshold	Actual/Payout	Vesting
FY2025 Annual Bonus (CEO)	Media margin dollars (by vertical weighting)	100%	Company operating plan; formulaic 46%	Paid 0% (CEO recommended reduction)	Cash, after FY end
FY2025 PSUs (CEO: 190,000 target shares)	Adjusted EBITDA	100%	0% if < $56.5M; 100% if ≥ $56.5M	Achieved 100% on ~$81.3M; earned 100%	4-year total: 25% at 1-year, then 6.25% quarterly x12 (3 years)
FY2025 RSUs (CEO: 190,000 shares)	Service-vesting	—	—	—	Same 4-year schedule: 25% at 1-year, then 6.25% quarterly x12

FY2025 CEO equity grant sizes (grant date 7/30/2024): 190,000 RSUs (GDFV $3,551,000) and 190,000 PSUs at target (GDFV $3,551,000) .
PSU design: single binary hurdle (no >100% above target) set at fiscal-year start; earned shares then follow multi-year service vesting .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership (CEO)	1,957,418 shares; 3.4% of class (as of 8/15/2025)
Ownership structure	Includes 1,950,509 shares held by The Valenti Living Trust (co-trustees Valenti and spouse) and 6,903 shares in family trusts; shared voting/dispositive power noted
Options outstanding	None disclosed for CEO as of 6/30/2025 (no option lines for CEO in outstanding awards table)
Unvested equity at 6/30/2025 (select lines)	190,000 RSUs and 190,000 PSUs from 7/30/2024; plus prior-year awards; market value reference $16.10/sh at 6/30/2025
FY2025 realized vesting	334,623 shares vested; value realized $6,207,085; 0 options exercised
Stock ownership guidelines	CEO must hold 6x base salary; CEO in compliance as of 6/30/2025
Pledging/hedging	Prohibited: no margin/pledge; no hedging/shorts/derivatives
Insider trading framework	Formal insider trading policy (filed with 10-K as Exhibit 19.1)

Employment Terms

Topic	Key terms
Employment agreement	None (no employment agreements for officers)
CIC severance (double-trigger)	Lump sum = 100% base salary + 100% target bonus; 12 × 135% of monthly COBRA; 100% acceleration of unvested equity upon qualifying termination around CIC; performance awards deemed achieved (max if applicable) at CIC then subject to service vest unless accelerated by termination
280G treatment	Best-net (no tax gross-up) — reduce or pay-full to optimize after-tax outcome
Estimated CEO CIC payout (as of 6/30/2025)	Salary $590,000; Target Bonus $590,000; Benefits $19,000; Equity acceleration $12,337,631; Total $13,536,631
Clawbacks	SEC 10D-compliant recovery policy plus broader discretionary recoupment (restatements, inaccurate metrics, misconduct)
Perquisites	None; officers participate in broad-based benefits
Deferred comp / Pension	None; no nonqualified deferred comp; no defined benefit pension

Board Governance

Roles and history: Valenti founded QuinStreet; director since July 1999; Chairperson since March 2004; CEO and Chair dual role .
Dual-role implications: Board maintains Lead Independent Director (James Simons, since July 2021) with agenda-setting and independent session authority; all committees consist solely of independent directors; Board meets in executive session without the CEO, mitigating independence concerns .
Committees: Audit (Chair Huizinga), Compensation (Chair Pauldine), Nominating & Governance (Chair Sheehan); CEO is not a committee member .
Attendance: Board held 4 meetings in FY2025; all directors attended ≥75% of board/committee meetings .
Director compensation: CEO receives no compensation for board service .

Performance & Track Record

Pay vs Performance summary (FY2021–FY2025):

Metric	FY2021	FY2022	FY2023	FY2024	FY2025
Total Shareholder Return (Value of $100)	178	96	84	159	154
Net Income ($)	23,555,000	(5,248,000)	(68,866,000)	(31,331,000)	4,707,000
Adjusted EBITDA ($)	52,188,000	31,030,000	16,690,000	20,365,000	81,263,000

Revenue and EBITDA (reported financials):

Metric (USD)	FY2021	FY2022	FY2023	FY2024	FY2025
Revenues ($)	578,487,000*	582,099,000*	580,624,000*	613,514,000*	1,093,711,000*
EBITDA ($)	27,527,000*	8,317,000*	(6,961,000)*	(14,308,000)*	35,993,000*

Values retrieved from S&P Global.

Compensation Structure Analysis

Mix and shifts: CEO target pay heavily at-risk; in FY2025, 93% of CEO total target direct compensation was incentive-based (bonus + RSUs + PSUs) . Equity continued as 50/50 RSU/PSU split, maintaining performance linkage; PSUs are binary against an EBITDA threshold (no >100% upside) .
Governance safeguards: Independent comp consultant (Compensia), independent committee, clawbacks expanded, no pledging/hedging, no tax gross-ups; change-in-control economics are double-trigger only .
Discretion applied conservatively: Despite formulaic 46% FY2025 bonus achievement, CEO recommended reductions to 21.3% for other NEOs and 0% for himself to prioritize profitability — a positive alignment signal .

Equity Ownership & Alignment Details

Ownership element	Detail
Total beneficial ownership	1,957,418 shares; 3.4% of shares outstanding
Ownership guidelines	CEO 6x base salary; in compliance as of 6/30/2025
Pledging/hedging	Prohibited (no margin or pledging; no derivatives/shorts)
FY2025 vesting and realized value	334,623 shares; $6,207,085 value on vesting

Employment & Contracts (Retention/Transition)

Term	Valenti
Start date, role tenure	CEO and director since July 1999; Chair since March 2004
Contract term/auto-renewal	No employment agreement; CIC agreements auto-extend unless terminated by Board/Committee
Non-compete/non-solicit/garden leave	Not disclosed in proxy
Post-termination consulting	Not disclosed in proxy

Compensation Committee & Peer Benchmarking

Committee composition and independence: Chair Pauldine; members Simons and Smith; all independent; no interlocks with other issuers .
Consultant: Compensia (independent; no conflicts) .
Peer group (FY2025): includes Avantax, Cardlytics, CarGurus, Cars.com, Eventbrite, EverQuote, LendingTree, LivePerson, MediaAlpha, MicroStrategy, MoneyLion, NerdWallet, Perficient, Progress Software, SecureWorks, Shutterstock, TechTarget, Thryv, TrueCar, Vivid Seats, Yext; selection criteria based on industry, revenue (~0.5x–2.0x), and market cap (~0.25x–4.0x) .
Target positioning: generally between 25th and 75th percentile; not strict benchmarking .

Say‑on‑Pay & Shareholder Feedback

Year	Result
2024	~99% approval of NEO compensation; Committee found no concerns necessitating changes; maintains annual frequency for say-on-pay

Related Party Transactions and Red Flags

Related party transactions: None above $120,000 since July 1, 2024, outside ordinary-course compensation and standard indemnification .
Red flags: No pledging/hedging allowed ; no tax gross-ups ; no employment agreement; change-in-control is double-trigger; PSU metric binary (no >100% upside), which limits windfalls .

Investment Implications

Alignment: CEO’s meaningful ownership (3.4%) and strict no-pledge/hedge plus 6x salary ownership guideline compliance support long-term alignment; bonus restraint in FY2025 (0% for CEO) underscores commitment to profitability/FCF .
Incentive quality: 50/50 RSU/PSU split with EBITDA emphasis ties equity to operating performance; binary PSU design can be conservative (no >100%), reducing excessive risk-taking but also limiting outsized upside; vesting schedules imply continuing supply of stock from scheduled releases, as evidenced by FY2025 vested shares and values .
Retention/CIC risk: No employment agreement but robust double-trigger CIC protection (1x salary + 1x bonus + full equity acceleration) provides retention through M&A cycles; estimated CEO CIC value $13.5M at 6/30/2025 .
Governance: Dual CEO/Chair mitigated by lead independent director, fully independent committees, and regular executive sessions; 99% say-on-pay suggests strong shareholder support for pay design .