Nina Bhanap
QUINSTREETAbout Nina Bhanap
Nina Bhanap is Chief Technology Officer (since July 2009) and President, Product & Technology (since July 2015) at QuinStreet; age 52 as of the 2025 proxy . Her background spans engineering and product leadership at QuinStreet and prior roles in fixed income sales technology at Morgan Stanley and consulting at Booz Allen; she holds a B.S. in Computer Science (Imperial College London) and an M.B.A. (London Business School) . Company performance metrics used to align pay include Adjusted EBITDA ($81.3M in FY2025) and media margin dollars; FY2025 net income was $4.7M and TSR value rose to $154 on a $100 base for the PvP disclosure set beginning 6/30/2020 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Morgan Stanley (Europe) | Head of Fixed Income Sales Technology | ~5 years | Led fixed income sales tech for Europe, relevant to data/technology leadership |
| Booz Allen Hamilton | Senior Associate | ~1 year | Strategy/consulting experience applicable to product and execution |
External Roles
No external directorships or public company board roles for Ms. Bhanap are disclosed in the 2025 DEF 14A executive officer biographies .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 500,000 | 516,000 |
| Target Bonus ($) | 187,500 | 150,000 | 394,000 |
| Cash Bonus Paid ($) | 187,500 | 187,500 | 83,922 |
| Bonus Payout vs Target (%) | N/A | N/A | 21.3% |
| Total Compensation ($) | 2,285,000 | 2,382,500 | 3,402,422 |
Notes:
- FY2025 base salaries were increased across NEOs (+3.20% for Bhanap) based on multi-year review and market data .
- Bonus targets were set to emphasize company performance; FY2025 payouts were reduced to 21.3% (vs. 46% formulaic) to meet profitability expectations .
Performance Compensation
Annual Bonus Design (FY2025)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Media margin dollars (company-wide) | Weighted by vertical contribution in operating plan | 100% achievement | 46% achievement (committee) | Paid at 21.3% of target ($83,922) | Cash; N/A |
Equity Awards and Vesting Schedules
| Award Type | Grant Date | Shares | Grant-Date Fair Value ($) | Performance Metric | Result | Vesting Schedule |
|---|---|---|---|---|---|---|
| RSU (service-vesting) | July 30, 2024 | 75,000 | 1,401,750 | N/A | N/A | 25% at first anniversary; 6.25% quarterly for 12 quarters |
| PSU (performance-vesting RSU, target) | July 30, 2024 | 75,000 | 1,401,750 (at target) | Adjusted EBITDA | Threshold: $56.5M; Actual: ~$81.3M; 100% earned | After earn-out, same 4-year service schedule: 25% at first anniversary; 6.25% quarterly for 12 quarters |
| PSU (FY2024 awards) | July 25, 2023 | As granted in FY2024 table | As disclosed | Company performance | 100% earned | 25% + 6.25% quarterly x12 |
| PSU (FY2023 awards) | FY2023 | As granted in FY2023 table | As disclosed | Company performance | Not earned; none will vest | N/A |
Additional details:
- PSUs have no overachievement mechanism in FY2025; they earn 0% or 100% based on Adjusted EBITDA threshold .
- Equity mix continues to be split 50/50 between RSUs and PSUs to link compensation to performance and retention .
Equity Vesting Activity (FY2025 Realized)
| Category | Shares Vested | Value Realized ($) |
|---|---|---|
| Stock Awards (RSUs/PSUs) | 135,217 | 2,523,919 |
| Option Exercises | 0 | 0 |
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Beneficial Ownership | 29,999 shares; under 1% of class as of Aug 15, 2025, out of 55,676,795 outstanding |
| Unvested Equity at FY2025 End | Multiple RSU/PSU tranches; examples include 75,000 RSU and 75,000 PSU from 7/30/2024 with market value $1,207,500 each at $16.10 close; other tranches from 2021–2023 as listed in the Outstanding Equity Awards table |
| Market Price Used for Valuation | $16.10 (closing price on 6/30/2025) |
| Hedging/Pledging | Prohibited; cannot hold shares in margin accounts or pledge; no short/derivative hedging |
| Stock Ownership Guidelines | Designated Executives (including NEOs) must hold 2x base salary; achievement window 5 years; unvested RSUs/PSUs and pledged shares do not count; retention of 50% of shares until compliant; NEOs have satisfied or are on track within time frame |
Selected unvested tranches for Ms. Bhanap as of 6/30/2025 (market values at $16.10):
- 7/26/2021 RSU: 2,688 ($43,277) and 2,687 (PSU footnote 3) ($43,261)
- 7/26/2022 RSU: 35,157 ($566,028) and PSU footnote 4: 11,718 ($188,660)
- 7/25/2023 RSU: 63,282 ($1,018,840) and PSU footnote 5: 42,186 ($679,195)
- 7/30/2024 RSU: 75,000 ($1,207,500) and PSU footnote 6: 75,000 ($1,207,500)
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreements | None; senior officers do not have employment agreements |
| Clawbacks | SEC 10D/Nasdaq-compliant recovery policy for restatements; discretionary recoupment for detrimental conduct or inaccurate metrics; applies post-employment; covers cash and equity incentives |
| Derivatives/Hedging/Pledging | Prohibited for employees/directors and related persons |
| Perquisites/Tax Gross-ups | No special perquisites; same plans as employees; no tax gross-ups for parachute payments, perquisites, or personal benefits |
| Change-in-Control (CIC) | Double-trigger: if terminated without cause or for good reason within a window (3 months pre- to 12 months post-CIC): lump sum = 100% base + 100% target bonus (greater of certain reference points); 12×135% COBRA; full acceleration of unvested equity; 280G best-net cut/reduction; agreement auto-renews 3-year terms |
CIC Severance — Quantitative Estimate (as of 6/30/2025)
| Component | Amount ($) |
|---|---|
| Base Salary | 516,000 |
| Target Bonus | 394,000 |
| Health & Welfare | 25,149 |
| Equity Acceleration (RSUs/PSUs) | 4,754,785 |
| Options Acceleration | 0 |
| Total | 5,689,934 |
Compensation Structure Analysis
- Mix and risk: Significant at-risk pay via PSUs/RSUs; for non-PEO NEOs, incentive opportunities averaged ~83% of target direct compensation in FY2025, aligning pay with outcomes .
- Shift to performance: FY2025 target bonuses were increased to tilt mix toward company performance; payouts reduced to 21.3% despite 46% achievement to align with profitability expectations (Adjusted EBITDA) .
- Metrics discipline: PSUs keyed to Adjusted EBITDA with binary earn (0%/100%) prevents over-earning; annual bonuses tied to media margin dollar targets weighted by vertical contribution .
- Governance safeguards: Independent comp committee, independent consultant (Compensia), robust clawbacks, hedging/pledging prohibitions, scheduled equity grants .
Performance & Track Record
- Company pay-versus-performance: Non-PEO NEO average CAP and TSR disclosed; FY2025 TSR value of $154 on $100 base (6/30/2020 start), Net Income $4.7M, Adjusted EBITDA $81.3M, anchoring incentive outcomes .
- Bonus history trend: Company has not paid 100% of target bonus to NEOs in last seven years; average payout 30%, with two years at 0% — signaling payout discipline .
- Equity vesting activity: 135,217 shares vested in FY2025; 0 option exercises, indicating equity realization largely via RSUs/PSUs rather than options .
Compensation Peer Group & Say-on-Pay
- Peer group: Internet/media/tech comparables (e.g., EverQuote, Cardlytics, TechTarget, Shutterstock, NerdWallet, Yext, MediaAlpha, LivePerson), chosen by industry, revenue and market cap ranges; adjustments made for acquisitions and size criteria .
- Process: Compensia engaged; compensation considered in context of 25th–75th percentile ranges; no strict benchmarking target .
- Say-on-Pay: ~99% approval at 2024 annual meeting; committee found no need for program changes .
Equity Ownership & Alignment — Detailed Outstanding Awards (as of 6/30/2025)
| Grant Date | Unvested Units (#) | Market Value ($) | Notes |
|---|---|---|---|
| 7/26/2021 (RSU) | 2,688 | 43,277 | Standard RSU vesting |
| 7/26/2021 (PSU) | 2,687 | 43,261 | FY2022 PSUs: 75% achievement for Bhanap; vesting over 4 years |
| 7/26/2022 (RSU) | 35,157 | 566,028 | Standard RSU vesting |
| 7/26/2022 (PSU) | 11,718 | 188,660 | FY2023 PSUs not earned; this line reflects FY2022 PSU achievement tranche |
| 7/25/2023 (RSU) | 63,282 | 1,018,840 | Standard RSU vesting |
| 7/25/2023 (PSU) | 42,186 | 679,195 | FY2024 PSUs 100% earned; service vesting ongoing |
| 7/30/2024 (RSU) | 75,000 | 1,207,500 | Standard RSU vesting |
| 7/30/2024 (PSU) | 75,000 | 1,207,500 | FY2025 PSUs 100% earned; service vesting ongoing |
Investment Implications
- Alignment and retention: Strong linkage of PSUs to Adjusted EBITDA and disciplined bonus payouts suggest robust pay-for-performance alignment; multi-year service vesting and sizable unvested equity (including FY2024–2025 PSUs at 100% earn) indicate meaningful retention hooks .
- Insider selling pressure: Material RSU/PSU vesting (135,217 shares; $2.52M realized in FY2025) implies ongoing potential supply from scheduled vestings; however, hedging/pledging prohibitions and ownership guidelines mitigate misalignment risk .
- Event risk: Double-trigger CIC terms, full equity acceleration, and 280G best-net provision could motivate stability through a transaction while providing significant protection ($5.69M estimated for Bhanap), reducing retention risk in M&A scenarios .
- Governance quality: Independent comp oversight, broad clawbacks, and shareholder support (~99% Say-on-Pay in 2024) lower governance red flags and support confidence in compensation design .