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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment no. )

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

QuinStreet, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 25, 2021

To our stockholders:

We will hold our annual meeting of stockholders at Metro Tower, 950 Tower Lane, Suite 600, Foster City, California 94404 on Monday, October 25, 2021, at 3:00 P.M. local time. We are holding this meeting for the purpose of considering and voting on:

(1) Election of three Board nominees to serve as Class III directors for a three-year term expiring on the date of the 2024 annual meeting of stockholders or until their respective successors have been duly elected and qualified;

(2) Approval of the QuinStreet, Inc. 2021 Employee Stock Purchase Plan;

(3) Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2022;

(4) Approval by non-binding advisory vote of the fiscal year 2021 compensation of our Named Executive Officers; and

(5) The transaction of any other business that properly comes before the meeting.

The stockholders of record at the close of business on September 1, 2021 will be entitled to vote at the meeting or any postponements or adjournments of the meeting.

We have elected to provide access to our proxy materials over the Internet under the SEC’s “Notice and Access” rules, which will reduce the impact of printing and mailing these materials on the environment. Stockholders will not receive printed proxy materials unless they request them or have previously elected to receive printed copies of all future proxy materials. Instead, we will mail on or about September 10, 2021 to most stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and our annual report on the Internet. Whether or not you expect to attend, we urge you to vote via the Internet in accordance with the instructions in the Notice you received in the mail and in this proxy statement. The Notice will contain instructions on how you may request printed proxy materials, including a proxy card (or voting instruction form, as applicable).

If you have received printed proxy materials, we urge you to sign, date, and promptly return the accompanying proxy card (or voting instruction form, as applicable) in the prepaid postage, pre-addressed envelope or vote via telephone or the Internet in accordance with the instructions on the proxy card (or voting instruction form, as applicable). If you attend the meeting, you may vote your shares in person as described in the proxy statement, which will revoke any prior vote.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on October 25, 2021: This Proxy Statement and the 2021 Annual Report to Stockholders are available on the following website: http://investor.quinstreet.com/annual-meeting.

By order of the Board of Directors,

/s/ Douglas Valenti
Douglas Valenti
Chief Executive Officer

September 10, 2021
Foster City, California

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	Page
PROXY STATEMENT		1
ABOUT THE MEETING		1
Purpose of the 2021 Annual Meeting of Stockholders		1
Quorum		1
Who May Vote		2
How to Vote		2
How Proxies Work		2
Proposals You Are Asked to Vote On and the Board’s Voting Recommendation		2
Vote Necessary to Approve Proposals		3
Revoking Your Proxy		3
Vote Confidentiality		4
Proxy Solicitation Costs		4
PROPOSAL 1: ELECTION OF CLASS III DIRECTORS		5
Recommendation of the Board of Directors		5
Nominations for Election as Class III Directors (Terms Expiring on the Date of the 2024 Annual Meeting of Stockholders, if Elected)		5
Class I Directors (Terms Expiring on the Date of the 2022 Annual Meeting of Stockholders)		5
Class II Directors (Terms Expiring on the Date of the 2023 Annual Meeting of Stockholders)		5
BOARD OF DIRECTORS		11
Compensation of Board of Directors		11
Committees of the Board of Directors		13
Board Diversity		15
Corporate Governance		16
Independence Determination for Directors		17
Audit Committee Financial Qualifications		17
Director Nominations		18
Contacting the Board and Further Information on Corporate Governance		19
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		20
Section 16(a) Beneficial Ownership Reporting Compliance		21
Certain Relationships and Related Person Transactions		21
Policies and Procedures for Transactions with Related Persons		21
EXECUTIVE COMPENSATION		23
Compensation Discussion and Analysis		23
COMPENSATION COMMITTEE REPORT		36
Fiscal Year 2021 Summary Compensation Table		37
Fiscal Year 2021 Grant of Plan-Based Awards Table		38
Fiscal Year 2021 Outstanding Equity Awards at Fiscal Year-End Table		40
Option Exercises and Stock Vested in Fiscal Year 2021 Table		42
Pension Benefits		42
Nonqualified Deferred Compensation		42
Potential Payments Upon Termination or Change in Control		42

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	Page
Equity Compensation Plan Information		44
Pay Ratio Disclosure		44
PROPOSAL 2: APPROVAL OF THE QUINSTREET, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN		46
Recommendation of the Board of Directors		46
PROPOSAL 3: RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		50
Recommendation of the Board of Directors		50
AUDIT COMMITTEE REPORT		52
PROPOSAL 4: APPROVAL OF FISCAL YEAR 2021 COMPENSATION OF NAMED EXECUTIVE OFFICERS		54
Recommendation of the Board of Directors		54
HOUSEHOLDING OF PROXY MATERIALS		55
ANNUAL REPORT		55
OTHER MATTERS		55
STOCKHOLDER PROPOSALS		56
APPENDIX A — QuinStreet, Inc. 2021 Employee Stock Purchase Plan		A-1

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950 Tower Lane, Suite 600, Foster City, California 94404

PROXY STATEMENT

This proxy statement is furnished to you by the Board of Directors of QuinStreet, Inc. (the “Board” or “Board of Directors”) and contains information related to the 2021 annual meeting of our stockholders to be held on Monday, October 25, 2021, beginning at 3:00 P.M., local time, at Metro Tower, 950 Tower Lane, Suite 600, Foster City, California 94404, and at any postponements or adjournments thereof. This proxy is solicited by our Board.

In accordance with the SEC’s “Notice and Access” rules, we may provide proxy materials, including this proxy statement and our annual report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Stockholders will not receive printed copies of the proxy materials unless they request them or have previously elected to receive printed copies of all future proxy materials. Instead, we will mail on or about September 10, 2021 to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and our annual report, and vote electronically via the Internet. The Notice will also contain instructions on how to receive a printed copy of your proxy materials, including a proxy card (or voting instruction form, as applicable). Stockholders who do not receive the Notice will receive a copy of the proxy materials by mail or electronic mail.

References in this proxy statement to “we,” “us,” “our,” “the Company” and “QuinStreet” refer to QuinStreet, Inc.

ABOUT THE MEETING

Purpose of the 2021 Annual Meeting of Stockholders

The purpose of the 2021 annual meeting of stockholders is:

(1) To elect three Board nominees to serve as Class III directors for a three-year term expiring on the date of the 2024 annual meeting of stockholders or until their respective successors have been duly elected and qualified;

(2) To approve the QuinStreet, Inc. 2021 Employee Stock Purchase Plan;

(3) To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2022;

(4) To approve by non-binding advisory vote the fiscal year 2021 compensation of our Named Executive Officers; and

(5) To transact any other business that properly comes before the meeting.

Quorum

A quorum is the minimum number of shares required to hold and transact business at a meeting. The presence in person or by proxy of the holders of a majority of the outstanding shares of common stock entitled to vote will constitute a quorum for the transaction of business at the meeting. Votes cast by proxy or in person at the meeting will be counted by the person appointed by the Company to act as the inspector of elections for the meeting.

The inspector of elections will treat shares represented by proxies that reflect abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum. The inspector of

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elections will treat shares referred to as “broker non-votes” (i.e., shares held by brokers or nominees over which the broker or nominee lacks discretionary power to vote and for which the broker or nominee has not received specific voting instructions from the beneficial owner) as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

Who May Vote

Holders of record of our common stock at the close of business on September 1, 2021 (the “Record Date”) may vote at the annual meeting of stockholders. As of the Record Date, we had 54,124,984 issued and outstanding shares of common stock. Each share of QuinStreet common stock that you own entitles you to one vote.

How to Vote

You may vote in person at the meeting or by proxy. We recommend that you vote by proxy even if you plan to attend the meeting. You can change your vote at the meeting as described below under “— Revoking Your Proxy.”

If you are a registered stockholder (meaning your name is included on the stockholder file maintained by our transfer agent, Computershare Trust Company, N.A.), you can vote by proxy in any of the following ways:

By Internet. You may submit your proxy by following the “Internet” instructions on the Notice. The deadline for voting electronically is 11:59 P.M. (Eastern Time) on October 24, 2021.

In Writing. If you have requested printed proxy materials, you may complete and sign the proxy card contained in your proxy materials and mail it in the accompanying prepaid postage, pre-addressed envelope. If we receive your proxy card prior to the annual meeting of stockholders, we will vote your shares according to your instructions. If you sign but do not provide instructions in your proxy card, we will vote your shares as recommended by the Board of Directors. Your proxy card will also contain instructions on how to vote by telephone or Internet and the applicable deadlines.

If your shares are held in the name of a broker, bank, trustee or other nominee, you will receive instructions from such broker, bank, trustee or nominee that you must follow in order for your shares to be voted by proxy. You may also vote in person at the meeting if you have obtained a legal proxy from your broker, bank, trustee, or other nominee giving the right to vote your shares.

How Proxies Work

Our Board of Directors is asking for your proxy. Giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct. You may abstain from voting on any of the proposals. With respect to the nominees proposed to be elected to the Board at the meeting, you may vote for all, some, or none of them. However, if you submit your proxy but do not provide instructions, we will vote your shares as recommended by the Board of Directors.

Proposals You Are Asked To Vote On and the Board’s Voting Recommendation

If you properly fill in your proxy card and send it to us in time to vote, or vote by Internet or telephone, one of the individuals named on your proxy card as the Company’s proxies will vote your shares as your proxy and as you have directed. If you sign the proxy card but do not make specific choices, your proxy will follow the Board’s recommendations and we will vote your shares:

•

“FOR” the election of Anna Fieler, Andrew Sheehan, and Douglas Valenti to serve as Class III directors for a three-year term expiring on the date of the 2024 annual meeting of stockholders or until their respective successors have been duly elected and qualified (see “Proposal 1 — Election of Class III Directors”);

•

“FOR” the approval of the QuinStreet, Inc. 2021 Employee Stock Purchase Plan (see “Proposal 2 — Approval of the QuinStreet, Inc. 2021 Employee Stock Purchase Plan”);

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•

“FOR” the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2022 (see “Proposal 3 — Ratification of the Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm”); and

•

“FOR” the approval of fiscal year 2021 compensation of our Named Executive Officers (see “Proposal 4 — Approval of Fiscal Year 2021 Compensation of Named Executive Officers”).

If any other matter is properly presented at the meeting, your proxy will vote in accordance with the best judgment of the individual voting your shares as your proxy. At the time this proxy statement was made available to stockholders, we knew of no other matters to be acted on at the meeting.

Vote Necessary to Approve Proposals

Directors are elected by a plurality of the shares of common stock present or represented by proxy and entitled to vote, and the nominees who receive the most votes will be elected. The three Class III director nominees with the most votes will be elected as Class III directors to serve terms ending at our 2024 annual meeting of stockholders. Abstentions and broker non-votes will not be taken into account in determining the outcome of these elections. We did not receive any nominations from any stockholders for the 2021 annual meeting of stockholders.

Approval of our 2021 Employee Stock Purchase Plan, ratification of the selection of our independent registered public accounting firm and approval by non-binding advisory vote of the fiscal year 2021 compensation of our Named Executive Officers each requires the affirmative vote of the majority of the shares of common stock present or represented by proxy with respect to such proposal and entitled to vote. For these proposals, abstentions are treated as shares present or represented and voting, so abstaining has the same effect as a negative vote.

If you hold your shares through a broker and do not provide your broker with specific voting instructions, your shares may constitute broker non-votes. Under the rules that govern brokers in such circumstances, your broker will have the discretion to vote such shares on routine matters but not on non-routine matters. Even though we are a NASDAQ-listed company, the New York Stock Exchange (“NYSE”) rules govern how a broker licensed by the NYSE can vote shares it holds on behalf of stockholders of NASDAQ-listed companies. As a result:

•

Your broker will not have the authority to exercise discretion to vote your shares with respect to the election of a director, the approval of our 2021 Employee Stock Purchase Plan, and the advisory vote on executive compensation because those matters are treated as non-routine under NYSE rules.

•

Your broker will have the authority to exercise discretion to vote your shares with respect to the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2022 because that matter is treated as routine under NYSE rules.

Because the proposals to be acted upon at the annual meeting of stockholders include both routine and non-routine matters, if you do not give voting instructions to your broker, bank, trustee or other nominee, your broker, bank, trustee or other nominee may either (1) vote your shares on routine matters or (2) leave your shares unvoted. “Broker non-votes” occur on a matter when a broker or nominee lacks discretionary power to vote and for which the broker or nominee has not received specific voting instructions from the beneficial owner. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered voting power present with respect to that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting, assuming that a quorum is obtained.

Revoking Your Proxy

You may revoke your proxy by: (1) sending in another signed proxy card with a later date prior to the deadlines noted above under “— How to Vote”; (2) providing subsequent Internet or telephone voting instructions prior to the deadlines noted above; (3) notifying our Corporate Secretary in writing at the address set forth below under “Board of Directors — Contacting the Board and Further Information on Corporate Governance” prior to the deadlines noted above that you have revoked your proxy; or (4) voting in person at the meeting.

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Vote Confidentiality

Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that is designed to protect your voting privacy. Your vote will not be disclosed either within QuinStreet or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

Proxy Solicitation Costs

The Company will bear the costs of soliciting proxies.

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PROPOSAL 1:

ELECTION OF CLASS III DIRECTORS

Recommendation of the Board of Directors

The Board of Directors recommends that you vote “FOR” the election of the nominees for election as Class III directors as described below, which proposal is designated as Proposal 1.

Our Certificate of Incorporation currently provides for a classified Board of Directors. Our Board of Directors recognizes that a classified structure offers several advantages, such as motivating potential activists or acquirers seeking control to initiate arms-length discussions with our Board of Directors, rather than engaging in unsolicited or coercive tactics, thereby better enabling our Board of Directors to maximize stockholder value and to ensure the equal and fair treatment of stockholders. Furthermore, a classified structure may promote board continuity and stability, encouraging directors to take a long-term perspective and ensuring that a majority of our Board of Directors will always have prior experience with the Company.

Our Board has nominated Anna Fieler, Andrew Sheehan, and Douglas Valenti for election as Class III directors at the 2021 annual meeting of stockholders. We did not receive any nominations from stockholders. Each person elected as a Class III director at the 2021 annual meeting of stockholders will serve a three-year term expiring on the date of the 2024 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified.

Unless authority to vote for the nominee is withheld, the shares represented by your properly completed proxy will be voted FOR the election of Anna Fieler, Andrew Sheehan, and Douglas Valenti as Class III directors. In the event that any of Anna Fieler, Andrew Sheehan, and Douglas Valenti becomes unable or unwilling to serve, the shares represented by your properly returned proxy will be voted for the election of such other person as the Board may recommend in his or her place. We have no reason to believe that our nominees will be unable or unwilling to serve as a director.

Each of our nominees has been chosen to stand for election in part because of his or her ability to ask relevant questions, understand QuinStreet’s opportunities and challenges, evaluate alternative strategies, and implement such strategies. Each of the nominees has a long record of professional integrity, a dedication to his or her profession, a strong work ethic, a willingness to spend the time and effort needed to maintain a collegial Board environment, and in some cases the experience of having served as a board member of several other companies. Specific experience, qualifications, attributes, and skills of each nominee are described in each nominee’s biography below.

Nominations for Election as Class III Directors (Terms Expiring on the Date of the 2024 Annual Meeting of Stockholders, if Elected)

	Anna Fieler			Director since July 2020
	Andrew Sheehan			Director since February 2017
	Douglas Valenti			Director since July 1999

Class I Directors (Terms Expiring on the Date of the 2022 Annual Meeting of Stockholders)

	Stuart M. Huizinga			Director since April 2015
	David Pauldine			Director since October 2014
	James Simons			Director since July 1999

Class II Directors (Terms Expiring on the Date of the 2023 Annual Meeting of Stockholders)

	Asmau Ahmed			Director since July 2021
	Matthew Glickman			Director since April 2017
	Robin Josephs			Director since May 2013
	Hillary Smith			Director since April 2021

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Directors, Executive Officers, and Officers

The names of our directors, executive officers, and officers and their ages, positions, and biographies as of the date of this proxy statement are set forth below. Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. There are no family relationships among any of our directors, executive officers or officers.

Name	Age		Position with QuinStreet
Douglas Valenti		61	Chief Executive Officer, Chairman, and Nominee for Director
Asmau Ahmed		42	Director
Anna Fieler		49	Nominee for Director
Matthew Glickman		55	Director
Stuart M. Huizinga		59	Director
Robin Josephs		61	Director
David Pauldine		64	Director
Andrew Sheehan		63	Nominee for Director
James Simons		58	Director and Lead Independent Director
Hillary Smith		55	Director
Nina Bhanap		48	Chief Technology Officer and President, Product and Technology
Martin J. Collins		57	Chief Legal & Privacy Officer
Alan Godfrey		59	Senior Vice President
Andreja Stevanovic		44	Executive Vice President
Tim Stevens		54	Executive Vice President
Gregory Wong		48	Chief Financial Officer

Directors

Douglas (Doug) Valenti

Mr. Valenti founded QuinStreet and has served as our Chief Executive Officer and as a member of our Board of Directors since July 1999 and as our Chairman since March 2004. Prior to QuinStreet, Mr. Valenti served as a partner at Rosewood Capital, a venture capital firm, for five years; as a strategy consultant at McKinsey & Company for three years; in various management roles at Procter & Gamble for three years; and as a decorated nuclear submarine officer and qualified submarine warfare specialist (gold dolphins) for the U.S. Navy for five years. Mr. Valenti is a graduate of the Georgia Institute of Technology with a Bachelor’s degree in Industrial Engineering, where he graduated with highest honors and was named the Georgia Tech Outstanding Senior; the U.S. Navy postgraduate nuclear engineering program; and the Stanford University Graduate School of Business with an M.B.A., where he was an Arjay Miller Scholar. As a seasoned executive and Chief Executive Officer of QuinStreet since 1999, Mr. Valenti brings in-depth knowledge of QuinStreet’s industry, competition, operations, and strategy that is important to the Board’s oversight of long-term strategy, enterprise risk management, compensation, and corporate governance practices for the Company.

Asmau Ahmed

Ms. Ahmed has served as a member of our Board of Directors since July 2021. Ms. Ahmed has served as a Managing Director at Alphabet since July 2021. Ms. Ahmed has served on the board of directors at blackcomputeHER since July 2018, a non-profit organization that supports computing and technology education for black women and girls. Previously, Ms. Ahmed served as an SVP/Managing Director — Business Executive at Bank of America from September 2018 to July 2021. From September 2016 to August 2018, Ms. Ahmed served as a digital product executive at Capital One where she oversaw enterprise digital product and strategy for customer-facing products and experiences. From January 2012 to December 2017, Ms. Ahmed was a founder, chief executive officer, and board member at Plum Perfect, a visual search and

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advertising technology company. From September 2006 to November 2012, Ms. Ahmed served as a management consultant at Deloitte. Ms. Ahmed holds a B.S. with Honors in Chemical Engineering from the University of Virginia and an M.B.A. from Columbia Business School. Ms. Ahmed brings to the Board her executive experience, financial services experience, and knowledge in digital marketing.

Anna Fieler

Ms. Fieler has served as a member of our Board of Directors since July 2020. Ms. Fieler has served as a member of the board of directors of J.Crew Group, LLC since January 2021; and as a member of the board of directors of Shake Shack Inc. (NYSE: SHAK) since December 2017, where she serves as a member of the compensation committee and has earned the CERT Certificate in Cybersecurity Oversight for public company board directors. Ms. Fieler is currently Founder & Partner of Madison Park Ventures, an investment and advisory firm focusing on early-stage technology startups that advance well-being, connection and productivity. Ms. Fieler served as Chief Marketing Officer of PopSugar Inc., a leading digital lifestyle media company, from 2014 to 2018. Prior to PopSugar, Ms. Fieler served as the Chief Marketing Officer of Stella & Dot LLC, an online social selling company, from 2011 to 2012. Prior to Stella & Dot, Ms. Fieler served as Vice President of Marketing for Tiny Prints, Inc., a digital commerce platform for invitations and greeting cards that was acquired by Shutterfly, Inc. in March 2011, from 2009 to 2011. Ms. Fieler also served in various leadership roles at eBay Inc. from 2001 to 2007. Ms. Fieler began her career in traditional advertising at Ogilvy & Mather. Ms. Fieler holds an MBA from Harvard Business School and graduated magna cum laude from Brown University. She has been appointed by the President of Brown University to serve on its Women’s Leadership Council. Ms. Fieler’s public board experience, executive experience and in-depth knowledge regarding the digital marketing industry are valuable to the Board’s oversight of our business and operations, strategy, and risk management.

Matthew (Matt) Glickman

Mr. Glickman has served as a member of our Board of Directors since April 2017. Mr. Glickman is currently a Lecturer in Management at Stanford Graduate School of Business and a Managing Partner at Promise Venture Studio. He also advises technology executives and entrepreneurs and serves on the boards of several technology firms and nonprofit organizations. Mr. Glickman was previously a co-founder and chief executive officer of enterprise software company Merced Systems and of BabyCenter, Inc., a consumer website for new and expectant parents. Mr. Glickman also served as the founding chief financial officer of Teach for America, Inc. Mr. Glickman holds a B.A. in French and Economics from Amherst College, an M.A. in Educational Policy & Analysis from the Stanford School of Education, and an M.B.A. from the Stanford Graduate School of Business. Mr. Glickman’s executive experience and in-depth knowledge of the technology industry are important to the Board’s oversight of our business and operations, strategy, and risk management.

Stuart M. Huizinga

Mr. Huizinga has served as a member of our Board of Directors since April 2015. Mr. Huizinga currently serves as the chief financial officer of Apollo Neuroscience, Inc. From August 2018 to February 2020, Mr. Huizinga served as chief financial officer of ACME Technologies, Inc. Mr. Huizinga served as chief financial officer of Sun Basket, Inc. in 2017. From 2000 to 2016, Mr. Huizinga served as senior vice president and chief financial officer at eHealth, Inc. (NASDAQ: EHTH). From 1984 to 2000, Mr. Huizinga served at various positions including partner at Arthur Andersen LLP in the firm’s audit business unit, where he also served as a worldwide expert within the firm’s technology practice, primarily in the software and Internet sectors. He is a Certified Public Accountant (inactive) in the State of California. Mr. Huizinga holds a B.S. in Business Administration from San Jose State University. Mr. Huizinga possesses substantial expertise in public company reporting, auditing, and financial accounting. With over sixteen years of executive leadership experience at another publicly-held Internet company, Mr. Huizinga brings deep knowledge of the online marketing and e-commerce industry which is valuable to the Board’s oversight of our business, strategy, and operations.

Robin Josephs

Ms. Josephs has served as a member of our Board of Directors since May 2013. Ms. Josephs was a managing director of Starwood Capital Group, L.P., a private equity firm specializing in real estate

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investments from 2005 to 2007. From 1986 to 1996, Ms. Josephs was a senior executive with Goldman Sachs & Co., serving in the real estate group of the investment banking division and, later, in the equity capital markets division. Ms. Josephs currently serves as a member of the board of directors of iStar Inc. (NYSE: STAR), where she is the lead director and serves as a member of the compensation committee and chair of the nominating and governance committee; as a member of the board of directors of MFA Financial, Inc. (NYSE: MFA), where she serves as a member of the audit committee and the chair of the compensation committee; as a member of the board of directors of Safehold Inc. (NYSE: SAFE); as a member of the board of directors of Starwood Real Estate Income Trust, Inc.; and as a member of the board of directors of SVF Investment Corp. 2 (NASDAQ: SVFB) managed by SoftBank Investment Advisers. She previously served on the board of directors of Plum Creek Timber Company (NYSE: PCL) until February 2016. She is a trustee of the Cancer Research Foundation. Ms. Josephs holds a B.S. in Economics from the Wharton School of the University of Pennsylvania and an M.B.A. from Columbia University. Ms. Josephs has significant experience in finance and investing, and experience as a director, each of which brings valuable insight to the Board regarding the Board’s oversight of our business and operations, financial reporting, risk management and corporate finance matters.

David (Dave) Pauldine

Mr. Pauldine has served as a member of our Board of Directors since October 2014. Mr. Pauldine was the president of DeVry University from July 2006 to June 2014 and executive vice president of DeVry Education Group Inc., now Adtalem Global Education, Inc. (NYSE: ATGE), from October 2005 to June 2014. Prior to that, from 1989 to 2005, Mr. Pauldine served at Education Management Corporation, where his last position was executive vice president and president of The Art Institutes system of schools. From 1979 to 1989, Mr. Pauldine held various operational and management positions at DeVry. Mr. Pauldine serves on the board of the Shelter for Abused Women and Children in Naples, Florida. Mr. Pauldine also provides services for Pauldine Enterprises, LLC as a professional speaker and consultant. He previously served as a member of the board of The Association of Private Sector Colleges and Universities, now Career Education Colleges and Universities, from 2007 to 2013, including as vice chair from 2011 to 2012 and as board chair from June 2012 to June 2013. He also served as a board member for the American Red Cross, the Greater Fort Lauderdale Chamber of Commerce, Communities in Schools, Sarasota University, and ASPIRA. Mr. Pauldine holds a B.A. in Communication Arts from The University of Dayton and an M.A. in Leadership from McGregor School, Antioch University. Mr. Pauldine’s many years as an executive, including in the for-profit education industry, brings a deep understanding of the needs of the Company’s performance marketing clients as well as a depth of experience in business operations.

Andrew (Andy) Sheehan

Mr. Sheehan has served as a member of our Board of Directors since February 2017. Since 2014, Mr. Sheehan has served as the Managing Partner of Tippet Venture Partners, LLC, a venture capital firm. Mr. Sheehan was a partner of Sutter Hill Ventures, a venture capital firm, from 2007 to February 2021. Mr. Sheehan has served on the board of directors of Yext, Inc. (NYSE: YEXT), a publicly held technology company, since May 2008. Mr. Sheehan also serves on the board of directors of a number of privately-held companies in the technology industry. Mr. Sheehan holds a B.A. in English from Dartmouth College and an M.B.A. from the University of Pennsylvania, Wharton School. Mr. Sheehan’s leadership experience, expertise as an investor and in-depth knowledge regarding the technology industry are valuable to the Board’s oversight of our business, strategy, and operations.

James (Jim) Simons

Mr. Simons has served as a member of our Board of Directors since July 1999 and our Lead Independent Director since July 2021. Mr. Simons is a managing director of Split Rock Partners, a venture capital firm, which he founded in June 2004. Prior to founding Split Rock Partners, Mr. Simons served as general partner of St. Paul Venture Capital, a venture capital firm, from November 1996 to June 2004. Previously, Mr. Simons was a partner at Marquette Venture Partners and held banking positions at Trammell Crow Company and First Boston Corporation. Mr. Simons also serves on the boards of directors of several privately-held companies. Mr. Simons holds a B.A. in Economics and History from Stanford University and an M.S. in Management from the J.L. Kellogg Graduate School of Management, Northwestern University.

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Mr. Simons has deep expertise in marketing and customer acquisition on the Internet and has many years of experience as an investor in Internet marketing and other companies. His in-depth knowledge of our business, business experience, and history as a director on our Board bring knowledge that is important to the Board’s oversight of our business and operations, strategy and risk management.

Hillary Smith

Ms. Smith has served as a member of our Board of Directors since April 2021. Ms. Smith has served as a member of the board of directors of Yext, Inc. (NYSE: YEXT) since October 2020, where she serves as a member of the compensation committee; as a member of the board of directors of Elevate Services, Inc., a private company that offers consulting, technology, and services to law departments and law firms, since November 2018, where she serves as the chair of the compensation committee and a member of the audit committee; and on the board of directors at the National Center for Lesbian Rights since September 2019. Ms. Smith has served as an operating partner at Craft Ventures since September 2019 and also serves as a consultant to various technology companies. Previously, Ms. Smith served as general counsel at a number of public and private technologies companies most recently Square, Inc., from December 2016 to March 2018. From July 2015 to October 2016, Ms. Smith served as general counsel and corporate secretary for Zenefits, and from May 2010 to June 2015, she served as general counsel to SuccessFactors, Inc. Ms. Smith served as SVP, general counsel and corporate secretary for DoubleClick from March 2000 to September 2005, and general counsel for Right Media and associate general counsel for Yahoo! Inc. from January 2007 to May 2010. Ms. Smith holds a B.A. in History from Montana State University-Bozeman and a J.D. from Cornell Law School. Ms. Smith brings to the Board her public board experience, legal and regulatory expertise, executive experience, and knowledge in digital marketing.

Executive Officers and Officers

Nina Bhanap

Ms. Bhanap has served as our Chief Technology Officer since July 2009 and our President, Product and Technology, since July 2015. She previously served as our Senior Vice President of Engineering from November 2006 to July 2009, as our Vice President of Product Development from January 2004 to November 2006, as our Senior Director from January 2003 to January 2004 and as our Director of Product Management from October 2001 to January 2003. Prior to joining us, Ms. Bhanap served as head of fixed income sales technology for Europe at Morgan Stanley for five years and as a senior associate at Booz Allen Hamilton for one year. Ms. Bhanap holds a B.S. in Computer Science with Honors from Imperial College, University of London, and an M.B.A. from the London Business School.

Martin (Marty) J. Collins

Mr. Collins has served as our Chief Legal & Privacy Officer since July 2019. Mr. Collins previously served as our General Counsel, Senior Vice President, and Chief Compliance Officer since April 2014 and head of Corporate Development since October 2014. Prior to joining us, Mr. Collins served as vice president of corporate development at Bloom Energy from March 2010 to March 2014. From November 2006 to March 2010, Mr. Collins served as general counsel, senior vice president, chief compliance officer, and head of internal audit at Novellus Systems, Inc., which was acquired in 2011 by Lam Research Corporation (NASDAQ: LRCX). Before Novellus, Mr. Collins served as associate general counsel and vice president at Oracle Corporation (NYSE: ORCL) from August 2005 to September 2006. At Oracle, Mr. Collins was head of the corporate and securities group. Prior to joining Oracle, Mr. Collins was a corporate partner at Mayer Brown LLP, a global law firm, where he worked from 1991 until 2005. Mr. Collins holds a B.A. in Political Economy from Williams College and a J.D. from the Georgetown University Law Center.

Curtis (Alan) Godfrey

Mr. Godfrey has served as our Senior Vice President and Category Head of Home Services since July 2021. From October 2017 to July 2021, Mr. Godfrey served as executive vice president of corporate and business development at Modernize, Inc. (before its acquisition by QuinStreet, Inc.). From September 2015 to October 2017, Mr. Godfrey served as a strategic growth consultant at Godfrey

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Acceleration partners, LLC. From November 2013 to September 2015, Mr. Godfrey served as executive vice president of corporate and business development at Bazaarvoice, Inc., and as general manager of retail from April 2011 to November 2013. From January 2010 to April 2011, Mr. Godfrey served as vice president of business development at IBM. Mr. Godfrey holds B.S. degrees in Computer Science and Mathematics from Texas A&M University.

Andreja Stevanovic

Mr. Stevanovic has served as our Executive Vice President since July 2021 and is responsible for leading our Insurance Business. Mr. Stevanovic previously served as our Senior Vice President of Financial Services from July 2015 until July 2021, as our Vice President and Head of Insurance from July 2014 to June 2015, as our Senior Director of Insurance from December 2012 to June 2014, as our Director of Insurance from July 2011 to December 2012, as our Senior Manager of Mortgage from July 2009 to June 2011, and as our Manager of Mortgage from May 2008 to June 2009. From 2002 to 2008, Mr. Stevanovic served as Managing Engineer at IFT, Inc., an engineering consulting company. In this role, Mr. Stevanovic was responsible for overseeing engineering department and operations. From 2000 to 2002, Mr. Stevanovic served as a NASA engineering researcher at UC Berkeley. Mr. Stevanovic holds a B.S. and a M.S. in Mechanical Engineering from the University of California, Berkeley where he is also a national champion in rowing serving as the team captain his senior year. Mr. Stevanovic sits on the board of directors of Friends of California Crew since 2001 and served as a president of the same organization from 2006 to 2009.

Tim Stevens

Mr. Stevens has served as our Executive Vice President since July 2021. Mr. Stevens previously served as our Senior Vice President since December 2016. Mr. Stevens was initially responsible for strategic initiatives and business development. During fiscal year 2019, Mr. Stevens took on responsibility for all company media other than education. In January 2020, Mr. Stevens was promoted to head of our Home Services and Personal Loans client verticals. Mr. Stevens previously served as our Senior Vice President of Business and Corporate Development, as well as President of International Operations, from December 2008 to January 2012. From February 2012 to December 2016, Mr. Stevens served as vice president of global business development and corporate development at Cloudera, Inc. From 2007 to 2008, Mr. Stevens served as president and chief executive officer of vSide. From 2003 to 2006, Mr. Stevens served as senior vice president of business services at Borland Software Corporation. From 1997 to 2003, Mr. Stevens worked at Inktomi Corporation, a network infrastructure software provider, in a variety of legal and business roles, including general counsel, general manager and senior vice president of corporate development. From 1991 to 1997, Mr. Stevens was a corporate attorney at Wilson Sonsini Goodrich & Rosati P.C. Mr. Stevens holds B.S. degrees in Finance and Management from the University of Oregon and a J.D. from the University of California, Davis School of Law.

Gregory (Greg) Wong

Mr. Wong has served as our Chief Financial Officer since September 2013, and as Vice President of Finance from June 2012 to September 2013. Mr. Wong previously served as our Senior Director of Finance and Accounting from May 2011 to June 2012 and as Director of Financial Planning and Analysis from February 2008 to May 2011. Prior to joining us, Mr. Wong served as director of finance at Lexar Media, a flash memory manufacturer, and a subsidiary of Micron Technology, Inc., from August 2006 to February 2008. Prior to that, Mr. Wong held various finance positions with both public and privately-held technology companies. Mr. Wong holds a B.S. in Economics from California Polytechnic State University, San Luis Obispo.

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BOARD OF DIRECTORS

The Board of Directors held four meetings during fiscal year 2021. All directors attended 75% or more of the total number of meetings of the Board and the committees on which they served in fiscal year 2021. As a matter of policy, directors are encouraged, but not required, to attend our annual meeting of stockholders. No directors attended our 2020 annual meeting of stockholders; no stockholders (other than employee stockholders) attended.

Compensation of Board of Directors

Our non-employee director compensation policy, as amended by our Compensation Committee in July 2021 and August 2021, provides that each non-employee director will receive the following compensation for Board service:

•

$45,000 per year for service as a Board member;

•

$15,000 per year for service as a lead director;

•

$31,000 per year for service as a chairperson of the Audit Committee, $27,000 per year as a chairperson of the Compensation Committee, and $14,000 per year as a chairperson of the Nominating and Corporate Governance Committee; and

•

$10,000 per year for service as a member of the Audit Committee, $6,000 per year for service as a member of the Compensation Committee, and $3,500 per year for service as a member of the Nominating and Corporate Governance Committee.

Prior to July 1, 2021, each non-employee director would have received the following compensation for Board service:

•

$40,000 per year for service as a Board member;

•

$15,000 per year for service as a chairperson of the Audit Committee or Compensation Committee and $8,000 per year for service as a chairperson of the Nominating and Corporate Governance Committee;

•

$2,000 for each in-person Board meeting and $1,000 for each telephonic Board meeting;

•

$2,000 for each in-person, and $1,500 for each telephonic, Audit Committee and Compensation Committee meeting; and

•

$1,500 for each in-person, and $1,000 for each telephonic, Nominating and Corporate Governance Committee meeting.

In addition, prior to July 1, 2021, our non-employee director compensation policy provided that new non-employee directors would be granted an option to purchase 50,000 shares of our common stock and a service-vesting restricted stock unit (“RSU”) award of 15,000 shares under the Non-Employee Directors’ Stock Award Plan; provided, however, our Compensation Committee has authority, pursuant to its charter and the Non-Employee Directors’ Stock Award Plan, to review and approve the type and amount of compensation to be paid or awarded to Board members, including stock option grants or awards. The initial option grant vests monthly over a period of four years and the initial RSU award vests daily over a period of four years. As amended, our non-employee director compensation policy no longer provides for initial grants and each new non-employee director will instead be granted a pro-rated annual award with a grant date cash value of $145,000 (with value to be prorated when determining the number of shares underlying the awards). The Compensation Committee, in reviewing and approving compensation for our director appointed in July 2021, determined that she should also receive an initial equity award consistent with the award received by all other directors appointed in fiscal year 2021.

Our amended non-employee director compensation policy also provides that each non-employee director will receive, annually, on the date of our annual stockholders meeting, an RSU award equal to a grant date cash value of $145,000 under the Non-Employee Directors’ Stock Award Plan. The annual RSU award vests daily over a period of one year. Prior to July 1, 2021, our non-employee directors would receive an RSU award with a grant date cash value of $100,000 under the Non-Employee Directors’ Stock

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Award Plan and such RSU award would vest daily over a period of one year. Non-employee directors may elect annually to defer the delivery of their RSUs that vest within the calendar year until a change in control of the Company or the director’s departure from the Board.

We reimburse our non-employee directors for their travel, lodging, and other reasonable expenses incurred in attending our Board and Board committee meetings.

Our non-employee directors may elect to receive stock options in lieu of the cash compensation that would otherwise be payable to them for their service on our Board of Directors and its committees. Under this policy, non-employee directors must make an irrevocable election prior to the start of the fiscal year to receive options in lieu of all cash compensation they would otherwise earn during such fiscal year. Pursuant to an election to receive options in lieu of cash compensation, options are granted after the end of each fiscal quarter, and have an “aggregate grant date fair value,” computed in accordance with FASB ASC Topic 718, equal to the value of the cash that would otherwise have been payable for the fiscal quarter. The number of shares of our common stock subject to each option is determined by dividing the compensation otherwise payable with respect to the preceding quarter by the grant date fair value of a single share (rounded down to the nearest whole share).

Our Chief Executive Officer, as an employee of the Company, does not receive compensation for his service on our Board of Directors.

Fiscal Year 2021 Compensation of Non-Employee Directors. The following table sets forth information regarding compensation earned by or paid to our non-employee directors during fiscal year 2021.

FISCAL YEAR 2021 DIRECTOR COMPENSATION TABLE

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)(3)		Option Awards ($)(2)(4)		Total ($)
Anna Fieler		53,000		275,639		289,275		617,914
Matthew Glickman		56,000		99,989		0		155,989
Stuart M. Huizinga		71,000		99,989		0		170,989
Robin Josephs		74,500		99,989		0		174,489
David Pauldine		53,000		99,989		0		152,989
Andrew Sheehan		48,000		99,989		0		147,989
James Simons		58,500		99,989		0		158,489
Hillary Smith		11,000		207,300		496,745		715,045

(1)

We pay our non-employee directors their cash compensation quarterly in arrears, and, accordingly, the amounts in this column reflect fees earned in cash for fiscal year 2021.

(2)

The amounts reported in this column do not reflect the actual value realized by the non-employee director. Instead, as required by SEC rules, these amounts represent the “aggregate grant date fair value” for awards granted in fiscal year 2021, computed in accordance with FASB ASC Topic 718. The calculations of these values are determined by accounting requirements and may include vested as well as unvested awards, so they do not necessarily correspond to the actual value that ultimately may be realized by the non-employee directors with respect to the awards. The assumptions used in the valuation of these awards are set forth in the notes to our consolidated financial statements, which are included in our Annual Report on Form 10-K for fiscal year 2021, filed with the SEC on August 26, 2021.

(3)

As of the end of fiscal year 2021, Ms. Fieler held an aggregate of 13,535 unvested RSUs; Mr. Glickman held an aggregate of 1,972 unvested RSUs; Mr. Huizinga held an aggregate of 1,972 unvested RSUs; Ms. Josephs held an aggregate of 1,972 unvested RSUs; Mr. Pauldine held an aggregate of 1,972 unvested RSUs; Mr. Sheehan held an aggregate of 1,972 unvested RSUs; Mr. Simons held an aggregate of 1,972 unvested RSUs; and Ms. Smith held an aggregate of 9,584 unvested RSUs. For calendar years 2020 and 2021, Ms. Fieler and Mr. Glickman elected to defer the settlement of their vested RSUs. As

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of the end of fiscal year 2021, Ms. Fieler held an aggregate of 7,385 deferred RSUs, Mr. Glickman held an aggregate of 43,199 deferred RSUs and Mr. Huizinga held an aggregate of 66,654 deferred RSUs.

(4)

As of the end of fiscal year 2021, Ms. Fieler held an aggregate of 50,000 options; Mr. Glickman held an aggregate of 50,000 options; Mr. Huizinga held an aggregate of 75,000 options; Mr. Pauldine held an aggregate of 25,000 options; Mr. Sheehan held an aggregate of 50,000 options; and Ms. Smith held an aggregate of 50,000 options, in each case covering both vested and unvested shares of our common stock.

The following table sets forth information regarding the individual options and stock awards granted during fiscal year 2021 to our non-employee directors, including the exercise price of the options (which was the fair market value of our common stock on the grant date) and the per-share “grant date fair value” for each option and stock award used in calculating the amounts reported in the “Fiscal Year 2021 Director Compensation Table” above:

Name	Grant Date	Securities Underlying Stock Awards (#)		Securities Underlying Options Awards (#)		Per Share Exercise Price of Option ($)		Per Share Grant Date Fair Value of Equity Award ($)(1)		Grant Date Fair Value of Equity Awards ($)(1)
Anna Fieler	July 29, 2020		0		50,000		11.71		5.79		289,275
	July 29, 2020		15,000		0		0		11.71		175,650
	October 29, 2020		5,920		0		0		16.89		99,989
Matthew Glickman	October 29, 2020		5,920		0		0		16.89		99,989
Stuart M. Huizinga	October 29, 2020		5,920		0		0		16.89		99,989
Robin Josephs	October 29, 2020		5,920		0		0		16.89		99,989
David Pauldine	October 29, 2020		5,920		0		0		16.89		99,989
Andrew Sheehan	October 29, 2020		5,920		0		0		16.89		99,989
James Simons	October 29, 2020		5,920		0		0		16.89		99,989
Hillary Smith	April 28, 2021		0		50,000		20.73		9.93		496,745
	April 28, 2021		10,000		0		0		20.73		207,300

(1)

See note (2) in the “Fiscal Year 2021 Director Compensation Table” above.

Committees of the Board of Directors

Our Board of Directors has standing, independent Audit, Compensation, and Nominating and Corporate Governance Committees. Copies of the charters for each of these Committees are available on the Company’s website at www.quinstreet.com by using the “Investor Relations” and then “Corporate Governance” links. The following table lists members of the Committees as of September 1, 2021.

Name

Audit
Committee

Compensation
Committee

Governance
Committee

Asmau Ahmed

—

Anna Fieler

Member

—

Matthew Glickman

Member

—

Stuart M. Huizinga

Chair

—

Robin Josephs

—

Chair

Member

David Pauldine

—

Member

—

Andrew Sheehan

—

Member

James Simons

—

Member

Chair

Hillary Smith

—

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Audit Committee. Our Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act of 1934, as amended (“Exchange Act”), met eight times during fiscal year 2021. The Chair of our Audit Committee is Mr. Huizinga. The functions of this Committee include, among other things:

•

reviewing and pre-approving the engagement of our independent registered public accounting firm to perform audit services and any permissible non-audit services;

•

evaluating the performance of our independent registered public accounting firm and deciding whether to retain their services;

•

reviewing our annual and quarterly financial statements and reports and discussing the statements and reports with our independent registered public accounting firm and management;

•

providing oversight with respect to related person transactions and cybersecurity;

•

reviewing, with our independent registered public accounting firm and management, significant issues that may arise regarding accounting principles and financial statement presentation, as well as matters concerning the scope, adequacy, and effectiveness of our financial controls;

•

reviewing reports from management and auditors regarding our procedures to monitor and ensure compliance with our legal and regulatory responsibilities, our code of conduct and ethics and our compliance with legal and regulatory requirements; and

•

establishing procedures for the receipt, retention, and treatment of complaints received by us regarding financial controls, accounting, or auditing matters.

A detailed list of the Audit Committee’s functions is included in its charter, which can be accessed on the Company’s website at www.quinstreet.com by using the “Investor Relations” and then “Corporate Governance” links.

Nominating and Corporate Governance Committee (“Governance Committee”). Our Governance Committee met four times during fiscal year 2021. The Chair of our Governance Committee is Mr. Simons. The functions of this Committee include, among other things:

•

reviewing periodically director performance on our Board of Directors and its Committees and performance of management, and recommending to our Board of Directors and management areas for improvement;

•

interviewing, evaluating, nominating, and recommending individuals for membership on our Board of Directors including for lead directorship;

•

evaluating nominations by stockholders of candidates for election to our Board of Directors and establishing policies and procedures for such nominations;

•

reviewing with our Chief Executive Officer plans for succession to the office of Chief Executive Officer or any other executive officer, as it sees fit; and

•

reviewing and recommending to our Board of Directors changes with respect to corporate governance practices and policies.

Our Governance Committee met in July 2021 to, among other things, recommend the director nominees for nomination to our Board at our 2021 annual meeting of stockholders. A detailed list of the Governance Committee’s functions is included in its charter, which can be accessed on the Company’s website at www.quinstreet.com by using the “Investor Relations” and then “Corporate Governance” links.

Compensation Committee. Our Compensation Committee met six times during fiscal year 2021. The Chair of our Compensation Committee is Ms. Josephs. The functions of this Committee include, among other things:

•

determining the compensation and other terms of employment of our Chief Executive Officer and our other executive officers and reviewing and approving corporate performance goals and objectives relevant to such compensation;

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•

reviewing and approving the compensation of our non-employee directors;

•

evaluating and recommending to our Board of Directors the equity incentive plans, compensation plans, and similar programs advisable for the Company, as well as modification or termination of existing plans and programs;

•

establishing policies with respect to equity compensation arrangements;

•

reviewing with management our disclosures under the caption “Compensation Discussion and Analysis” and preparing the Compensation Committee Report that the SEC requires to be included in our annual proxy statement;

•

assessing risks arising from our compensation policies and practices and determining whether any such risks are reasonably likely to have a material adverse effect; and

•

selecting, retaining, overseeing, and terminating any compensation consultant or other compensation advisor.

The Compensation Committee may form, and delegate authority to, subcommittees as appropriate. A detailed list of the Compensation Committee’s functions is included in its charter and can be accessed on the Company’s website at www.quinstreet.com by using the “Investor Relations” and then the “Corporate Governance” links.

Compensation Consultant. Compensia, Inc. (“Compensia”), an executive compensation consulting firm, provides compensation advisory services to the Compensation Committee and to the Company. No member of the Compensation Committee or of management has any affiliation with Compensia, and our Compensation Committee has determined that Compensia is “independent” as defined by the rules of the SEC and the NASDAQ Stock Market and that its work does not give rise to any conflict of interest. The Compensation Committee has engaged Compensia and has access to Compensia without the participation of management and periodically seeks input from Compensia on a range of external market factors, including evolving executive compensation trends, general observations on the Company’s executive compensation program and competitive market data on a peer group of companies in the Internet marketing and media sector and other similar companies. The Compensation Committee also considers input from Compensia on Board compensation matters for non-employee Board members. Other than as described above, Compensia provides no other services to the Company.

Management Input to the Compensation Committee. Our management supports the work of the Compensation Committee, including fulfilling requests for specific analyses to assist with decision making. Our Chief Executive Officer and Chief Legal & Privacy Officer work with the Compensation Committee Chair to help set meeting agendas and to coordinate the distribution of materials to the Compensation Committee in advance of its meetings. Our Employee Benefits and Compliance, Finance, and Legal departments assist in completing these projects. Generally, our Chief Executive Officer and Chief Legal & Privacy Officer attend Compensation Committee meetings.

Compensation Committee Meetings. For more information on the process for determining executive compensation, see the section titled “Compensation Discussion and Analysis” in this proxy statement.

Compensation Committee Interlocks and Insider Participation. Ms. Josephs, Mr. Pauldine, Mr. Sands, and Mr. Simons served on the Compensation Committee during fiscal year 2021. None of them has been an officer or employee of QuinStreet. Moreover, none of our executive officers has served on the board of directors or compensation committee of a company that has an executive officer who serves on our Board or Compensation Committee.

Board Diversity

Our Governance Committee believes that diversity is one of many factors to be considered when selecting candidates for nomination to serve as one of our directors. While the Governance Committee carefully considers diversity, among other factors, when evaluating nominees for director, the Governance Committee has not established a formal policy regarding diversity in identifying director nominees.

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The table below summarizes the composition of our Board:

Board Diversity Matrix (As of September 1, 2021)
Total Number of Directors	10
	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		4		6		0		0
Part II: Demographic Background
African American or Black		1		0		0		0
Alaskan Native or Native American		0		0		0		0
Asian		1		0		0		0
Hispanic or Latinx		0		0		0		0
Native Hawaiian or Pacific Islander		0		0		0		0
White

SEC Form DEF 14A filed by QuinStreet, Inc.