Stuart Huizinga
About Stuart M. Huizinga
Independent director since April 2015; age 63; Audit Committee chair and designated “audit committee financial expert.” Former CFO of multiple technology companies and ex-Arthur Andersen partner; B.S. in Business Administration from San Jose State University; Certified Public Accountant (inactive), California. Tenure on QNST’s board positions him as the primary financial oversight lead, with deep public-company reporting and auditing expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eHealth, Inc. (NASDAQ: EHTH) | SVP & Chief Financial Officer | 2000–2016 | Public company CFO; extensive SEC reporting and finance leadership |
| Arthur Andersen LLP | Audit Partner; worldwide tech practice expert | 1984–2000 | Software/Internet sector audit expertise |
| Sun Basket, Inc. | Chief Financial Officer | 2017 | Consumer/commerce exposure |
| ACME Technologies, Inc. | Chief Financial Officer | Aug 2018–Feb 2020 | Operating CFO in tech |
| Apollo Neuroscience, Inc. | Chief Financial Officer | Dec 2020–May 2023 | Health-tech operating finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Movella Holdings Inc. | Director; Audit Committee Chair | Dec 2021–May 2025 | Public company; audit committee leadership |
| Next Insurance, Inc. | Director | Oct 2024–Jul 2025 | Fintech/insurtech board experience |
Board Governance
- Independence: All directors except the CEO (Valenti) are independent; Audit, Compensation, and Governance committees are wholly independent .
- Audit Committee: Chair (Huizinga); met 8 times in FY2025; Huizinga designated “audit committee financial expert” per Reg S-K 407(d)(5)(ii) .
- Board/Committee attendance: Board met 4 times in FY2025; all directors attended ≥75% of Board and committee meetings; no directors attended the 2024 annual meeting (engagement flag) .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Audit | Chair | 8 |
| Compensation | Not a member | 6 (committee info) |
| Nominating & Corporate Governance | Not a member | 4 (committee info) |
Additional governance signals:
- Lead Independent Director role exists (James Simons) and Board holds executive sessions enhancing independent oversight .
- Related party transactions: None >$120,000 since July 1, 2024; standard indemnification agreements only .
- Insider trading policy prohibits short sales, hedging, margin accounts, and pledging; strengthens alignment and risk controls .
Fixed Compensation
Non-Employee Director Compensation Structure (Policy)
| Component | Amount (Annual) |
|---|---|
| Board member cash retainer | $45,000 |
| Lead Director | $15,000 |
| Audit Committee Chair | $31,000 |
| Compensation Committee Chair | $27,000 |
| Nominating & Governance Chair | $14,000 |
| Audit Committee member | $10,000 |
| Compensation Committee member | $6,000 |
| Nominating & Governance member | $3,500 |
FY2025 Director Compensation – Stuart M. Huizinga
| Metric | FY2025 |
|---|---|
| Fees Earned or Paid in Cash ($) | $76,000 |
| Stock Awards ($) | $144,984 |
| Option Awards ($) | $0 |
| Total ($) | $220,984 |
Program features:
- Annual RSU grant sized to $145,000 grant-date value; vests daily over 1 year; directors may elect to defer settlement until departure or change in control .
- Option alternative: Directors can irrevocably elect options in lieu of cash for the fiscal year; options granted quarterly with fair-value equal to forgone cash .
Performance Compensation
Director Equity Grant Details (FY2025)
| Grant Date | RSUs (#) | Per-Share Grant Date Fair Value ($) | Total Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Oct 31, 2024 | 6,904 | $21.00 | $144,984 | Daily over 1 year |
Notes:
- Huizinga also holds deferred RSUs under the director deferral program; see Equity Ownership section below .
- Director equity is service-vesting (no performance metrics for directors); company performance metrics (Adjusted EBITDA, media margin) apply to executive PSUs/bonuses, not director awards .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Movella Holdings Inc. | Director; Audit Chair (Dec 2021–May 2025) | No QNST-disclosed related party transactions; no compensation committee interlocks reported |
| Next Insurance, Inc. | Director (Oct 2024–Jul 2025) | No QNST-disclosed related party transactions |
Compensation Committee Interlocks: QNST’s compensation committee (Pauldine, Simons, Smith) reported no officer interlocks or insider participation issues in FY2025 .
Expertise & Qualifications
- Audit and financial reporting expertise; designated audit committee financial expert .
- 16+ years as public-company CFO (eHealth) and prior audit partner; deep software/Internet sector knowledge .
- CPA (inactive), California; B.S. Business Administration, San Jose State University .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 83,894 |
| % of Class | ≤1% (“*”) |
| Unvested RSUs at FY2025 End (#) | 2,304 |
| Deferred RSUs (#) | 88,029 |
| Shares Outstanding (reference date) | 55,676,795 (Aug 15, 2025) |
| Pledging/Hedging | Prohibited by policy |
Ownership alignment:
- Stock ownership guidelines require non-employee directors to hold shares worth 3x annual cash retainer; as of June 30, 2025, each non-employee director has satisfied the requirement .
Governance Assessment
Positives
- Strong financial oversight: Audit Chair with audit committee financial expert designation; robust audit committee activity (8 meetings) .
- Transparent and balanced director pay: Cash retainer plus service-vesting RSUs; option-in-lieu-of-cash available; no tax gross-ups; clawback and anti-hedging/pledging policies in place .
- Ownership alignment: Director ownership guidelines met; deferred RSUs indicate long-term alignment .
- No related-party transactions (> $120k) and clean interlocks disclosure; Section 16 compliance issues not noted for Huizinga .
Potential Risks / RED FLAGS
- Annual meeting engagement: No directors attended the 2024 annual meeting; may signal weaker direct shareholder engagement .
- Classified board structure: Board remains staggered; can entrench incumbents though Company argues continuity and stability benefits .
- External board commitments: Multiple external directorships through mid-2025 (Movella, Next Insurance) – monitor for time/attention conflicts; no QNST-related transactions disclosed .
Shareholder Support Signal
- Say-on-Pay: Approximately 99% approval at 2024 annual meeting; supports Company’s compensation philosophy and governance practices .