Martin Collins
QUINSTREETAbout Martin Collins
Martin (Marty) J. Collins is Chief Legal & Privacy Officer at QuinStreet, serving in this role since July 2019; he previously served as General Counsel, Senior Vice President, and Chief Compliance Officer beginning April 2014, and led Corporate Development since October 2014 . He holds a B.A. in Political Economy from Williams College and a J.D. from Georgetown University Law Center . Pay-for-performance is anchored to Adjusted EBITDA; FY2025 Adjusted EBITDA was approximately $81.3 million, which fully earned FY2025 PSUs; 2024 Say‑on‑Pay support was ~99% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| QuinStreet | Chief Legal & Privacy Officer | 2019–present | Legal, privacy, and compliance leadership; executive officer; equity awards tied to Adjusted EBITDA |
| QuinStreet | General Counsel; SVP; Chief Compliance Officer; Head of Corporate Development | 2014–2019 | Built legal/compliance function; led corporate development |
| Bloom Energy | VP, Corporate Development | 2010–2014 | Corporate development leadership |
| Novellus Systems (acquired by Lam Research in 2011) | General Counsel; SVP; Chief Compliance Officer; Head of Internal Audit | 2006–2010 | Led legal/compliance/internal audit; company subsequently acquired by Lam Research (Nasdaq: LRCX) |
| Oracle | Associate General Counsel & VP; Head, Corporate & Securities Group | 2005–2006 | Led corporate & securities legal group |
| Mayer Brown LLP | Corporate Partner | 1991–2005 | Corporate law practice leadership |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 413,000 | 413,000 | 426,000 |
| Target Bonus ($) | — | — | 220,000 |
| Actual Bonus Paid ($) | 102,000 | 81,600 | 46,860 |
| Bonus Payout as % of Target (%) | — | — | 21.3% |
Notes: FY2025 target bonus opportunities were expressed in dollars and set mid‑year; company‑wide payouts averaged ~21.3% after negative discretion to meet profitability expectations .
Performance Compensation
Annual Cash Bonus (Company-wide)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Media margin dollars (weighted by vertical contribution) | Weighted by FY plan contribution of each vertical | Company annual operating plan targets | Achievement measured at year-end; Committee computed 46% achievement but applied negative discretion | 21.3% of target for Collins | Cash (annual) |
Equity Incentives (FY2025 grants; July 30, 2024)
| Incentive Type | Shares | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| RSUs (service-vesting) | 36,000 | n/a (retention) | 50% of annual equity mix (equal split RSU/PSU since FY2019) | n/a | n/a | n/a | 25% at year 1; 6.25% quarterly for 12 quarters |
| PSUs (performance-vesting) | 36,000 (target) | Adjusted EBITDA | 50% of annual equity mix | 100% earned if Adjusted EBITDA ≥ $56.5m; 0% if < $56.5m | ~$81.3m Adjusted EBITDA | 100% of target earned; continues service vesting over remaining 3 years | 25% at year 1; 6.25% quarterly for 12 quarters |
Design: Annual equity split evenly between RSUs and PSUs to align long‑term pay with company performance and retention .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 8/15/2025) | 17,688 shares; represents 1% or less of outstanding shares (55,676,795 outstanding) |
| Unvested RSUs (as of 6/30/2025) | 1,688 (2021); 16,875 (2022); 30,375 (2023); 36,000 (2024) → Total 84,938 (calculated from table) |
| Unvested PSUs (as of 6/30/2025) | 1,687 (2021); 5,625 (2022); 20,250 (2023); 36,000 (2024) → Total 63,562 (calculated from table) |
| Total Unvested Shares (as of 6/30/2025) | 148,500; market value $2,390,852 at $16.10 closing price (calculated from table) |
| Options | No outstanding options shown (option columns blank) |
| Shares Pledged | Company policy prohibits pledging; officers may not hold shares in margin accounts or pledge shares |
| Ownership Guidelines | Designated Executives must hold 2× base salary; attainment within 5 years; if not met, must retain 50% of granted shares net of taxes/Rule 10b5‑1 until met; NEOs have satisfied or are on track as of 6/30/2025 |
| Vesting Flow (FY2025) | Shares vested in FY2025: 68,435; value realized on vesting $1,278,150 |
Notes: Market value computed from the proxy’s award counts and $16.10 closing price at 6/30/2025; PSUs earned at 100% continue to vest per service schedule .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreements | None of the senior officers has an employment agreement |
| CIC Severance Structure | Double trigger (Qualifying Termination within 3 months prior to or 12 months after a CIC): cash severance + COBRA gross-up payout + full acceleration of unvested equity; performance conditions deemed achieved prior to CIC (at maximum, if applicable), with service vesting then accelerated on Qualifying Termination |
| CIC Quantitative (as of 6/30/2025) | Base salary $426,000; Target bonus $220,000; Health/Welfare $26,873; Equity acceleration $2,293,497; Total $2,966,370 |
| Term | CIC agreements have 3‑year terms with automatic 3‑year extensions; if CIC occurs during term, term extends at least 12 months beyond CIC |
| Clawbacks | SEC/Nasdaq‑compliant 10D policy (restatements) + discretionary recoupment (restatements, inaccurate metrics, misconduct causing harm); applies to cash bonuses and time/performance‑vesting equity; survives termination |
| Hedging/Pledging | Short sales, derivative hedging, margins, and pledging prohibited for directors/officers/employees (and family) |
| Tax Gross‑Ups | No tax reimbursements for “excess parachute payments”, perquisites, or personal benefits; CIC payments subject to “best net” cutback vs full pay to optimize after‑tax outcome |
Compensation Structure Analysis
- Mix shifts: FY2025 increased target bonus opportunities to tilt pay mix toward performance; actual payout constrained to 21.3% via negative discretion, reinforcing profitability discipline .
- Equity design: Continued 50/50 RSU/PSU split; PSUs tied to Adjusted EBITDA at binary threshold (0% or 100%), limiting windfall risk and emphasizing cash flow generation .
- Governance controls: No employment agreement; strong clawback policies; hedging/pledging prohibited; ownership guidelines with retention requirement until compliance .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support ~99%; Committee saw no need for significant changes to the program, with ongoing investor engagement available .
Expertise & Qualifications
- Legal and compliance leadership across public and private tech/industrial firms; corporate development; internal audit; corporate/securities specialization .
- Education: B.A. Political Economy (Williams); J.D. (Georgetown) .
Performance Compensation (Detailed Table)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (PSUs) | Binary threshold | 100% earned at ≥$56.5m; 0% if < $56.5m | ~$81.3m | 100% of target PSUs earned | 25% at year 1; 6.25% quarterly next 12 quarters |
| Media Margin Dollars (Annual Bonus) | Weighted by vertical contribution | Company operating plan by vertical | 46% achievement computed; payout reduced to 21.3% | 21.3% of target bonus | Annual cash |
Investment Implications
- Alignment: Binary PSU metric on Adjusted EBITDA and consistent negative discretion on bonuses indicate strong linkage to cash flow and profitability; ownership guidelines and anti‑hedging/pledging policies strengthen alignment .
- Retention and supply overhang: Significant unvested equity (148.5k shares; ~$2.39m at FY2025 prices) with quarterly vesting creates predictable share delivery cadence; FY2025 vesting of 68,435 shares suggests ongoing potential selling to cover taxes under Rule 10b5‑1, though pledging is prohibited .
- Change‑of‑control economics: Double‑trigger structure with full acceleration (and “best net” excise treatment) reduces departure friction in M&A scenarios while protecting shareholder interests via no tax gross‑ups .
- Execution focus: Legal/privacy risk management and corporate development background, combined with pay design centered on Adjusted EBITDA and media margin, suggest emphasis on disciplined growth and margin quality; 99% Say‑on‑Pay support reduces governance overhang .
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