Tim Stevens

About Tim Stevens

Tim Stevens (age 58) is Chief Operating Officer of QuinStreet, Inc., joined in December 2016. He holds B.S. degrees in Finance and Management from the University of Oregon and a J.D. from UC Davis School of Law, and previously served in senior roles at Cloudera, Borland, Inktomi, and Wilson Sonsini . Company performance metrics tied to incentive pay include Adjusted EBITDA ($81.3M in FY2025) and media margin dollars; TSR from a $100 initial fixed investment was $154 in FY2025, while revenue reached $1.0937B in FY2025 .

QNST Revenues (Annual)

Past Roles

External Roles

• No external board or director roles disclosed for Tim Stevens in the latest proxy .

Fixed Compensation

• FY2025 base salary increased 3.29% YoY to $440,000; target bonuses were set to shift more pay to Company performance; FY2025 bonuses paid at 21.3% of target for NEOs (CEO zero) .
• No separate “Bonus ($)” column payments; cash incentives reported as Non-Equity Incentive Plan Compensation .

Performance Compensation

Annual Cash Bonus Structure (FY2025)

PSUs (FY2025 Grant, measured on FY2025)

Equity Ownership & Alignment

• Beneficial ownership: 19,132 shares; <1% of outstanding; outstanding shares 55,676,795 as of Aug 15, 2025 (Tim ~0.034% by math) .
• Vested vs unvested shares and vesting in FY2025:
  • Shares acquired on vesting FY2025: 96,563; value realized $1,803,583; no option exercises (0) .
  • Unvested awards at FY2025 year-end (by grant year):

    Grant Year	Unvested RSUs (#)	Unvested PSUs (#)
    2021	2,500	2,500 (PSUs earned ~75% for NEOs other than CEO per footnote, vesting ongoing)
    2022	23,438	7,811 (FY2023 PSUs not earned; FY2022 PSUs earned 75% for NEOs, vesting ongoing)
    2023	42,188	28,125 (FY2024 PSUs earned 100%)
    2024	50,000	50,000 (FY2025 PSUs earned 100%)

• Stock ownership guidelines: Designated Executives must hold stock equal to 2x base salary; unvested RSUs/PSUs and unexercised options do not count; pledging prohibited; participants must retain 50% of net shares until guidelines met; NEOs have satisfied or are on track as of 6/30/25 .
• Hedging/pledging: Prohibited for directors, officers, and employees; no margin accounts or pledging allowed .

Equity Awards Detail (FY2025 Grants)

Employment Terms

• No employment agreement; senior officers participate in standard employee benefits and 401(k); no executive perquisites .
• Change-in-control severance (double-trigger): if terminated without Cause or for Good Reason within 3 months before to 12 months after a change-in-control, receives lump sum equal to 100% salary + 100% target bonus, 12×135% of monthly COBRA premiums, and full acceleration of unvested equity (performance awards deemed achieved at maximum if CoC occurs pre-certification) .
• CIC agreement term: 3 years from effective date, auto-extends for 3 years unless otherwise provided; at least 12 months beyond any CoC .
• No tax gross-ups; severance reduced only if necessary to avoid excise tax and produce better net result (cut-back vs full) .
• Estimated CIC payouts if terminated at 6/30/25:

  Component	Amount ($)
  Base Salary	440,000
  Target Bonus	265,000
  Health & Welfare	38,717
  Equity Acceleration	3,189,829
  Total	3,933,546

Compensation Structure Analysis

• Mix and at-risk pay: Tim’s FY2025 compensation is predominantly equity-based ($1.869M stock awards vs $56k cash incentive), consistent with the program’s emphasis on RSUs/PSUs and pay-for-performance .
• Shift toward PSUs: Equal split RSUs/PSUs sustained in FY2025 to strengthen linkage to Adjusted EBITDA; PSUs have no >100% payout mechanism (no upside leverage) .
• Bonus discipline: FY2025 actual payout reduced to 21.3% despite 46% target achievement to align with shareholder profitability expectations; historical bonus payouts for company-wide roles averaged ~30% over seven years, with two zero-payout years .
• Clawbacks: Mandatory SEC/Nasdaq-compliant recovery for restatements plus discretionary clawback for detrimental conduct or materially inaccurate metrics; applies to cash and equity and survives termination .

Compensation Peer Group and Say-on-Pay

• Peer group includes Cardlytics, EverQuote, LendingTree, MediaAlpha, NerdWallet, Shutterstock, TechTarget, TrueCar, Yext, etc.; selected on industry, revenue (0.5–2.0× Company), and market cap (0.25–4.0×), all U.S.-based .
• Company targets competitive positioning roughly 25th–75th percentile, does not strict-benchmark; uses Compensia inputs .
• Say-on-Pay: ~99% approval in 2024; committee found no significant concerns, maintains annual vote cadence .

Risk Indicators & Red Flags

• Pledging and hedging prohibited; no employment agreements; double-trigger only CIC; no tax gross-ups; related party transactions >$120k absent besides ordinary compensation .
• Governance: Independent compensation consultant (Compensia) with no conflicts; compensation-related risk assessment found no material adverse effect .

Investment Implications

• High alignment via PSUs and strict bonus discipline: 100% PSU earn on EBITDA and reduced cash bonuses indicate strong focus on profitability and cash flow, with equity vesting over four years supporting retention .
• Retention risk moderate: Double-trigger with full acceleration in a CoC could increase turnover risk post-transaction, but ongoing multi-year vesting and ownership guidelines mitigate near-term exit incentives; no employment agreement suggests flexibility for organizational changes .
• Insider supply dynamics: Significant scheduled RSU/PSU vesting (e.g., 96,563 shares vested in FY2025) may create periodic selling pressure, though hedging/pledging bans and ownership guidelines encourage retention of shares .
• Ownership is small in % terms (<1%), but guidelines require 2× salary holdings and NEOs are on track; realized value on vesting is meaningful, tying compensation closely to stock performance .