James Simons
QUINSTREETAbout James Simons
James (Jim) Simons, age 62, is Lead Independent Director of QuinStreet and has served on the Board since July 1999; he was appointed Lead Independent Director in July 2021. He is Managing Director and founder (June 2004) of Split Rock Partners, and previously served as General Partner at St. Paul Venture Capital (Nov 1996–Jun 2004), with earlier roles at Marquette Venture Partners and in banking at Trammell Crow Company and First Boston. He holds a B.A. in Economics and History from Stanford University and an M.S. in Management from Northwestern University’s Kellogg School. His core credentials include deep expertise in internet marketing, customer acquisition, and long-tenure strategic oversight at QNST.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Split Rock Partners | Managing Director; Founder | Jun 2004–present | Leads venture investing; internet/customer acquisition expertise cited as board-relevant |
| St. Paul Venture Capital | General Partner | Nov 1996–Jun 2004 | Venture investing leadership |
| Marquette Venture Partners | Partner | Not disclosed | Early-stage investing experience |
| Trammell Crow Company | Banking position | Not disclosed | Finance/banking experience |
| First Boston Corporation | Banking position | Not disclosed | Finance/banking experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Vouch, Inc. | Advisory Board Member | Private | Advisory role disclosed |
Board Governance
- Independence and leadership: Independent director; Lead Independent Director since July 2021 with responsibilities to preside without the Chair, liaise with independents, approve agendas/materials, call independent sessions, and be available to major shareholders. All directors other than the CEO are independent.
- Committee assignments (FY2025): Compensation Committee (Member); Nominating & Corporate Governance Committee (Member). Not on Audit; Audit chair and financial expert is Stuart M. Huizinga.
- Attendance and engagement: Board met 4 times in FY2025; all directors attended at least 75% of Board and committee meetings. Directors are encouraged, but not required, to attend the annual meeting; no directors attended the 2024 annual meeting.
- Committee activity (FY2025): Audit (8 meetings), Compensation (6), Governance (4).
| Governance Item | Detail |
|---|---|
| Independence | Independent (per Nasdaq/SEC) |
| Lead Independent Director | Yes; appointed July 2021; roles/responsibilities defined |
| Committees | Compensation (Member); Nominating & Corporate Governance (Member) |
| FY2025 Meetings | Board: 4; Audit: 8; Compensation: 6; Governance: 4 |
| Attendance | ≥75% of Board/committee meetings for all directors |
| Annual Meeting Attendance (2024) | None of the directors attended (policy encourages but does not require) |
Fixed Compensation (Director)
| Component (Policy) | Amount |
|---|---|
| Annual Board retainer (cash) | $45,000 per director |
| Lead Independent Director retainer | $15,000 |
| Committee member retainers | Audit $10,000; Compensation $6,000; Nominating & Governance $3,500 |
| Committee chair retainers | Audit $31,000; Compensation $27,000; Nominating & Governance $14,000 |
| James Simons — FY2025 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 69,500 |
| Stock Awards (grant-date fair value) | 144,984 |
| Option Awards | 0 |
| Total | 214,484 |
Notes:
- Policy allows non-employee directors to elect stock options in lieu of cash, elected prior to the fiscal year; Simons’ FY2025 cash fees indicate he did not elect options-in-lieu.
Performance Compensation (Director)
| Equity Element | Details |
|---|---|
| Annual RSU grant | Grant-date cash value of $145,000; vests daily over one year; settlement may be deferred until departure/CIC if elected in prior calendar year |
| FY2025 grant to Simons | 6,904 RSUs granted Oct 31, 2024; per-share grant-date fair value $21.00; total $144,984 |
| Performance link | No director PSUs disclosed; director equity is service-vesting only (no performance metrics) |
| Options | Directors may elect options in lieu of cash; no option grant disclosed for Simons in FY2025 |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Simons.
- Compensation Committee interlocks: Compensation Committee members (Pauldine, Simons, Smith) were not officers/employees; no reciprocal interlocks with other companies’ executives.
Expertise & Qualifications
- Deep expertise in internet marketing and customer acquisition; extensive investing experience in internet marketing and technology companies.
- Education: B.A. (Economics & History), Stanford; M.S. in Management, Northwestern Kellogg.
- Board qualifications cited: Business/strategy oversight, risk management experience, and long-term knowledge of QNST’s business.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Aug 15, 2025) | 103,727 shares; represents less than 1% of outstanding shares |
| Ownership footnote | Includes 44,841 shares held by the James Rexroad Simons Trust; Simons disclaims beneficial ownership except to extent of pecuniary interest |
| Unvested RSUs (FY-end) | 2,304 unvested RSUs |
| Options outstanding | None disclosed for Simons (options disclosed for Ahmed and Smith only) |
| Ownership guidelines | Non-employee directors must hold ≥3x annual cash retainer; as of June 30, 2025, each non-employee director satisfied the guideline |
| Hedging/pledging | Prohibited for directors; no pledging permitted; no pledges disclosed for Simons |
Shareholder Voting Signals
| Proposal/Item | 2024 Result | 2025 Result |
|---|---|---|
| Say-on-Pay (advisory) | ~99% of votes cast in favor | For: 41,968,819; Against: 1,144,724; Abstain: 39,043; Broker Non-Votes: 9,132,568 |
| Director election (Class I, 2025) | N/A | Simons: For 38,167,024; Withheld 4,985,562; BNV 9,132,568. Huizinga: For 42,708,867; Withheld 443,719; BNV 9,132,568. Pauldine: For 42,263,117; Withheld 889,469; BNV 9,132,568. |
- Observation: Simons received materially higher withhold votes versus the other two Class I nominees in 2025, a potential signal of investor preference for board refreshment/leadership change; the company nonetheless continues to receive high Say-on-Pay support.
Policies, Conflicts, and Related Party
- Related-party transactions: None since July 1, 2024 exceeding $120,000 involving related persons; standard director/officer indemnification agreements in place.
- Related-party approval policy: Audit Committee reviews and must approve/ratify related-party transactions >$120,000; considers arm’s-length terms and conflicts.
- Clawbacks: SEC/Nasdaq-compliant recovery policy for executive incentive compensation upon restatements; a broader discretionary recoupment policy covers service providers (including executives) for misconduct/material inaccuracies.
- Insider trading policy: Prohibits short sales, hedging, and pledging; policy filed with FY2025 10-K.
Compensation Committee Analysis (Relevance to Simons’ Committee Role)
- Consultant: Compensia retained; determined independent; no conflicts of interest; advises on board and executive pay.
- Committee composition: Independent directors only; Simons was a member in FY2025; no interlocks found.
- Governance practices: Double-trigger CIC for executives; no special executive perquisites; stock ownership guidelines; prohibited hedging/pledging; structured grant timing.
Governance Assessment
Strengths
- Independent Lead Director with defined responsibilities, enhancing independent oversight; independent committee structure.
- Strong shareholder support on Say-on-Pay (2024 ~99%; 2025 strong approval by raw counts), suggesting investor alignment with compensation practices.
- Clear policies on hedging/pledging (prohibited), related-party transactions, and clawbacks; directors meet ownership guidelines, supporting alignment.
Watch items / potential red flags
- Elevated withhold votes for Simons in the 2025 director election relative to peers (4.99M withheld vs. 0.44M and 0.89M for other nominees), which may indicate investor sentiment for board refreshment or concerns tied to long tenure or leadership role. Monitor future votes and investor feedback.
- Long tenure (director since 1999) can raise independence/perceived entrenchment questions for some investors, notwithstanding Nasdaq independence status.
- No directors attended the 2024 annual meeting (attendance encouraged but not required), which some shareholders view as a negative signal on engagement; consider enhanced shareholder outreach by the Lead Independent Director.
No evidence of:
- Related-party transactions involving Simons; loans; tax gross-ups; option repricing; hedging/pledging; or delinquent Section 16 filings by Simons.
Overall implication: Simons brings deep sector-investing and internet marketing expertise and provides independent leadership as Lead Director, with strong alignment signals (ownership guidelines met, prohibited hedging/pledging). The 2025 withhold levels merit ongoing monitoring and potentially proactive engagement and refreshment narratives to sustain investor confidence.