QuinStreet : 2023 Proxy Statement

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD OCTOBER 27, 2023

To our stockholders:

We will hold our annual meeting of stockholders at Metro Tower, 950 Tower Lane, Suite 600, Foster City, California 94404 on Friday, October 27, 2023, 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 II directors for a three-year term expiring on the date of the 2026 annual meeting of stockholders or until their respective successors have been duly elected and qualified;
2. Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2024;
3. Approval by non-binding advisory vote of the fiscal year 2023 compensation of our Named Executive Officers;
4. Non-bindingadvisory vote regarding the frequency of stockholder advisory votes on executive compensation; 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 5, 2023 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 15, 2023 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 27, 2023:  This Proxy Statement and the 2023 Annual Report to Stockholders are available on the following website: https://investor.quinstreet.com/financials/annual-meeting.

September 15, 2023	By order of the Board of Directors,
Foster City, California
	/s/ Douglas Valenti
	Douglas Valenti
	Chief Executive Officer

TABLE OF CONTENTS

	Page
PROXY STATEMENT	1
ABOUT THE MEETING	2
Purpose of the 2023 Annual Meeting of Stockholders	2
Quorum	2
Who May Vote	2
How to Vote	2
How Proxies Work	3
Proposals You Are Asked to Vote On and the Board's Voting Recommendation	3
Vote Necessary to Approve Proposals	3
Revoking Your Proxy	4
Vote Confidentiality	4
Proxy Solicitation Costs	4
PROPOSAL 1: ELECTION OF CLASS II DIRECTORS	5
Recommendation of the Board of Directors	5
Nominations for Election as Class II Directors (Terms Expiring on the Date of the 2026 Annual Meeting
of Stockholders, if Elected)	5
Continuing Class III Directors (Terms Expiring on the Date of the 2024 Annual Meeting of
Stockholders)	5
Continuing Class I Directors (Terms Expiring on the Date of the 2025 Annual Meeting of Stockholders)	5
BOARD OF DIRECTORS	10
Compensation of Board of Directors	10
Committees of the Board of Directors	12
Board Diversity	14
Corporate Governance	14
Independence Determination for Directors	16
Audit Committee Financial Qualifications	16
Director Nominations	16
Contacting the Board and Further Information on Corporate Governance	17
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	18
Section 16(a) Beneficial Ownership Reporting Compliance	19
Certain Relationships and Related Person Transactions	19
Policies and Procedures for Transactions with Related Persons	19
EXECUTIVE COMPENSATION	21
Compensation Discussion and Analysis	21
COMPENSATION COMMITTEE REPORT	34
Fiscal Year 2023 Summary Compensation Table	35
Fiscal Year 2023 Grant of Plan-Based Awards Table	36
Fiscal Year 2023 Outstanding Equity Awards at Fiscal Year-End Table	37
Option Exercises and Stock Vested in Fiscal Year 2023 Table	38
Pension Benefits	38
Nonqualified Deferred Compensation	39
Potential Payments Upon Termination or Change in Control	39
Equity Compensation Plan Information	40
Pay Ratio Disclosure	41
Pay Versus Performance	42

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	Page
PROPOSAL 2: RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	47
Recommendation of the Board of Directors	47
AUDIT COMMITTEE REPORT	49
PROPOSAL 3: APPROVAL OF FISCAL YEAR 2023 COMPENSATION OF NAMED EXECUTIVE
OFFICERS	51
Recommendation of the Board of Directors	51
PROPOSAL 4: NON-BINDING ADVISORY VOTE REGARDING THE FREQUENCY OF
STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION	52
Recommendation of the Board of Directors	52
HOUSEHOLDING OF PROXY MATERIALS	53
ANNUAL REPORT	53
OTHER MATTERS	53
STOCKHOLDER PROPOSALS	54

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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 2023 annual meeting of our stockholders to be held on Friday, October 27, 2023, 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 15, 2023 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.

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