🧾 What This Document Is

This is Quad/Graphics' DEF 14A proxy statement, filed ahead of its 2026 Annual Meeting. It’s the official “voter guide” for shareholders, explaining what they’ll vote on and providing key details about the company’s governance and executive pay.

👉 Think of it as the company’s annual “report card and agenda” for owners.

🏢 What The Company Does

In simple terms, Quad is a global marketing and print services company. It helps businesses design, produce, and deliver marketing materials—think catalogs, magazines, retail inserts, and increasingly, digital and data-driven marketing campaigns.

👉 The company is transitioning from a traditional printer to a broader “marketing experience” partner.

📅 Annual Meeting Details

• Date: Wednesday, May 20, 2026 at 9:00 a.m. Central Time
• Format: Virtual-only at www.virtualshareholdermeeting.com/QUAD2026
• Record Date: March 18, 2026 (you must own shares by this date to vote)
• What’s Being Voted On:
  1. Elect 9 directors for one-year terms
  2. Advisory vote to approve executive compensation (“say-on-pay”)
  3. Any other business that properly comes up

👉 Your vote matters—even if you plan to attend online, submit it ahead of time.

👥 Board & Governance

Key Governance Highlights:

• Controlled Company: The Quadracci family voting trust owns >50% of voting power, so Quad is a “controlled company” under NYSE rules. This means it’s exempt from some independence requirements.
• Board Composition: 9 nominees. 5 are considered independent under NYSE standards.
• Family Ties: CEO J. Joel Quadracci, his sister Kathryn Quadracci Flores (also a director), and brother-in-law Christopher Harned are all on the board.
• Committees: Audit (all independent), Compensation, and Finance.

👉 Why it matters: The family control influences governance structure and director elections.

💰 Executive Compensation

Compensation Philosophy: Focus on “pay for performance”—a significant portion is tied to company results.

Key 2025 Elements:

• Annual Cash Incentive: Based on Adjusted EBITDA as the sole performance measure.
• Long-Term Incentive: 67% performance-based cash + 33% restricted stock/RSUs.
• New Metric: Starting in 2025, Adjusted EBITDA Margin (profitability per dollar of sales) is a key long-term measure.

Say-on-Pay: At the last vote in 2023, over 97% of shareholders approved the compensation program.

👉 The plan is designed to align executives’ interests with shareholders’ long-term value.

🔮 What’s Next

• Shareholders will vote on director elections and executive pay at the May 20 meeting.
• The company continues its transformation toward integrated marketing services.
• The board and management remain focused on driving profitability and shareholder value under the existing strategy.

⚖️ Big Picture

👍 Strengths:

• Clear governance structure with established committees.
• Compensation tied to performance metrics like Adjusted EBITDA.
• Strong shareholder support for compensation (97% approval in 2023).

⚠️ Risks:

• Controlled company structure may limit independent oversight.
• Family interlocks on the board could raise governance questions.
• Business transformation in a competitive, evolving marketing landscape.

🧠 The Analogy

Think of Quad like a family-owned restaurant that’s expanded into a full-service catering and event planning business. The founding family still controls the keys and major decisions, but they bring in experienced chefs and managers (independent directors) to help run the kitchen. The staff’s bonuses are tied to how happy customers are and how efficiently the kitchen runs.

🧩 Final Takeaway

Quad/Graphics is a family-controlled company asking shareholders to re-approve its board and executive pay. The key takeaway is that governance and compensation are structured around performance, but with significant family influence—which shareholders should weigh when voting.