Hillary Smith
QUINSTREETAbout Hillary Smith
Independent director at QuinStreet (QNST) since April 2021; age 59. A seasoned technology and legal executive, she previously served as General Counsel at Block (formerly Square), Zenefits, SuccessFactors, DoubleClick/Right Media/Yahoo, and is an operating partner at Craft Ventures. Education: B.A. in History (Montana State University–Bozeman) and J.D. (Cornell Law School). The Board cites her public board experience, legal and regulatory expertise, and digital marketing knowledge as core credentials for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Block, Inc. (f/k/a Square) | General Counsel | Dec 2016–Mar 2018 | Led legal/regulatory at a scaled fintech |
| Zenefits | General Counsel & Corporate Secretary | Jul 2015–Oct 2016 | Governance and compliance overhaul phase |
| SuccessFactors, Inc. | General Counsel | May 2010–Jun 2015 | Enterprise SaaS legal leadership |
| Yahoo! / Right Media | Assoc. GC (Yahoo); GC (Right Media) | Jan 2007–May 2010 | Adtech, digital media legal expertise |
| DoubleClick | Deputy GC → SVP, GC & Corp Sec | Mar 2000–Sep 2005 | Adtech, M&A, governance |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Yext, Inc. (NYSE: YEXT) | Director | Oct 2020 | Chair, Compensation; Member, Audit |
| Elevate Services (private) | Director | Nov 2018 | Chair, Compensation; Member, Audit |
| National Center for LGBTQ Rights | Director | Sep 2019 | Non-profit board service |
| Craft Ventures | Operating Partner | Sep 2019 | Advisor to technology companies |
Board Governance
- Committee assignments (QNST): Member, Compensation Committee; Member, Nominating & Corporate Governance Committee; not a chair at QNST .
- Independence: Board determined all directors except the CEO are independent; all committees are entirely independent .
- Attendance and engagement: Board met 4 times in FY25; Audit 8; Compensation 6; Governance 4. All directors attended ≥75% of Board and committee meetings .
- Compensation Committee interlocks: FY25 Compensation Committee comprised of Pauldine (Chair), Simons, Smith; none has been a QNST officer; no intercompany interlocks involving QNST executives were noted .
- Insider trading and governance policies: Prohibitions on hedging, short sales, holding in margin accounts or pledging company stock; clawback policies adopted (Exchange Act Section 10D and discretionary recoupment) .
Fixed Compensation
Director compensation structure (policy):
| Component | Annual Amount | Notes |
|---|---|---|
| Board retainer (cash) | $45,000 | Paid quarterly in arrears |
| Committee chair fees | Audit $31,000; Comp $27,000; Nominating $14,000 | Annual |
| Committee member fees | Audit $10,000; Comp $6,000; Nominating $3,500 | Annual |
| Lead Director | $15,000 | Annual |
| Equity grant (RSU) | $145,000 grant-date value | Annual, vests daily over 1 year; deferral to departure or CoC allowed |
FY25 compensation (Hillary Smith):
| Metric | FY25 | Detail |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $54,500 | Retainer + committee member fees (Comp + Nominating) |
| Stock Awards ($) | $144,984 | 6,904 RSUs granted Oct 31, 2024; per-share grant-date fair value $21.00 |
| Option Awards ($) | $0 | No new options in FY25 |
| Total ($) | $199,484 | Sum of cash + stock awards |
RSU grant details:
| Grant Date | Securities Underlying Stock Awards (#) | Per-Share Grant Date Fair Value ($) | Annual Vesting |
|---|---|---|---|
| Oct 31, 2024 | 6,904 | $21.00 | Daily over one year |
Director equity election option:
- Non-employee directors may irrevocably elect options in lieu of cash fees for the fiscal year; options granted quarterly at fair value equivalent to cash foregone .
Performance Compensation
- QNST does not use performance-linked metrics for director compensation; RSUs are service-vesting, and options (if elected in lieu of cash) are time-based. No revenue/EBITDA/TSR metrics apply to directors .
- For context, executive PSUs in FY25 were tied to Adjusted EBITDA; not applicable to director pay .
Other Directorships & Interlocks
| Company | Market | Role | Interlock/Notes |
|---|---|---|---|
| Yext, Inc. | Public (NYSE: YEXT) | Director; Chair Comp; Member Audit | QNST director Andrew Sheehan also serves on Yext’s board (since 2008) — shared external board may facilitate information flow; no related-party transactions disclosed at QNST |
| Elevate Services | Private | Director; Chair Comp; Member Audit | No QNST related-party transactions disclosed |
- Related-party transactions: None >$120,000 involving directors since July 1, 2024; only standard indemnification agreements .
Expertise & Qualifications
- Legal and regulatory expertise across adtech, SaaS, and fintech; senior GC roles at DoubleClick, SuccessFactors, Zenefits, Block .
- Public board experience; compensation committee leadership and audit committee experience at Yext; similar roles at Elevate .
- Age 59; QNST tenure since April 2021; independent director .
- Board states she brings “public board experience, legal and regulatory expertise, executive experience, and knowledge in digital marketing” .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Hillary Smith | 108,902 [includes 3,350 in trust] | 1% or less (“*”) | Includes options exercisable within 60 days for 58,435 shares |
| Unvested RSUs | 2,304 | — | Unvested at FY25 year-end |
| Options Outstanding | 58,435 | — | Aggregate options covering both vested and unvested shares |
Ownership alignment and policies:
- Stock ownership guidelines: Non-employee directors must hold 3x annual cash retainer; as of June 30, 2025, all non-employee directors had satisfied the requirement .
- Hedging/pledging: Prohibited for directors (no margin accounts, pledging, short sales, or derivatives) .
- Section 16 compliance: Company believes all required reports were timely filed in FY25; no delinquency noted for Smith (one late Form 4 for Pauldine) .
Governance Assessment
-
Strengths
- Independent director with extensive legal/regulatory and tech industry background; active on QNST Compensation and Governance committees; leadership experience as compensation chair at Yext supports effective pay oversight .
- Strong attendance (≥75% threshold met) amid active committee schedules; indicates engagement .
- Ownership alignment via meaningful beneficial holdings and options; compliance with director ownership guidelines; hedging/pledging prohibited .
- Compensation Committee uses independent consultant (Compensia); independence affirmed; robust clawback policies and no special perquisites/tax gross-ups .
-
Watch items
- Multiple external commitments (Yext, Elevate, Craft Ventures) can pose time-allocation risk; current attendance mitigates concern .
- Shared external board with Andrew Sheehan at Yext represents an interlock; no QNST related-party transactions disclosed, but monitor for potential conflicts if business relationships emerge .
-
RED FLAGS
- None disclosed: No related-party transactions involving Smith; no Section 16 filing delinquencies; no pledging/hedging; director compensation structure is standard and equity-based with service vesting .