Corporate Governance

Quad is dedicated to high standards of corporate governance.

Quad’s board of directors

Quad is dedicated to high standards of corporate governance. Our Board of Directors is committed to acting in the long-term best interests of our shareholders and continually reviews our policies with those interests in mind, as well as in light of recent trends in corporate governance. While the full Board maintains the ultimate oversight responsibility for the operational and strategic risk management process, the Board also has standing audit, finance and compensation committees. As a controlled company under the corporate governance listing standards of the NYSE, the Board is not required to, and does not have, a nominating committee. Each committee is appointed by and reports to the Board. The Board of Directors are elected annually to one-year terms and currently consists of ten directors, six of which are independent. Further information about each of the Board members, Board committees, and governance guidelines are detailed below.

J. Joel Quadracci

President & CEO, Quad/Graphics, Inc.

Douglas P. Buth

Retired Chairman and CEO,
Appvion, Inc. (Formerly Appleton Papers, Inc.)

Beth-Ann Eason

Former Managing Director and Senior Digital Transformation Executive, Accenture Interactive; Former Global President, Innovid

John C. Fowler

Retired Vice Chairman and Executive Vice President of Global Strategy & Corporate Development, Quad/Graphics, Inc.

Stephen M. Fuller

Former Senior Vice President and
CMO, L.L. Bean, Inc.

Christopher B. Harned

Co-Founder and Managing Partner, Windhover Capital

Melanie Huet

President of Brand Management & Innovation and Executive Committee member, Newell Brands

Kathryn Quadracci Flores, M.D.

Chief Executive Officer, QuadMed; President and Director, Windhover Foundation

Jay O. Rothman

President, Universities of Wisconsin

John S. Shiely

Retired Chairman and CEO,
Briggs & Stratton Corporation

Audit committee

The Board relies on its audit committee to address significant financial risk exposures (including cybersecurity risk) facing the Company and the steps management has taken to monitor, control and report such exposures, with appropriate reporting of these risks to be made to the full Board. The principal functions performed by the audit committee include assisting and discharging certain responsibilities of the Board in overseeing the reliability of financial reporting, the effectiveness of internal control over financial reporting, the process for monitoring compliance with corporate codes of conduct, the internal auditors and audit functions and the independence of the independent external auditors and audit functions. In addition, the audit committee’s duties also include:

  • direct responsibility for the appointment, compensation, retention and oversight of the independent external auditors;
  • review and discussion with the independent external auditors of the scope of their audit;
  • review and discussion of the financial statements, management’s discussion and analysis of financial condition and results of operations included in the Company’s periodic filings;
  • review of any reports to shareholders containing financial information, quarterly earnings press releases and other financial information and earnings guidance;
  • discussion with the Company’s internal auditors about the audit plan, results of internal audits;
  • review of such accounting principles, policies and practices, reporting policies and practices as it may deem necessary or proper;
  • the establishment of procedures for receiving “whistleblower” complaints;
  • review and discussion of cybersecurity matters; and
  • establishing policies concerning the provision of non-audit services by the independent external auditors.

Finance committee

The principal functions performed by the finance committee are to provide assistance to, and discharge certain responsibilities of, the Board relating to the capital structure, means of financing, selection of lenders, cash flow modeling, interest rate sensitivity and similar matters so as to achieve the Company’s long-range plans.

Compensation committee

The Board relies on its compensation committee to address significant risk exposures facing the Company with respect to compensation and with appropriate reporting of these risks to be made to the full Board. The principal functions of the compensation committee include:

  • reviewing and approving the annual salary, bonuses, equity-based incentives and other benefits, direct and indirect, of the Company’s corporate officers;
  • reviewing and reporting on the compensation and human resources policies, programs and plans of the Company;
  • administering the Company’s stock option and other compensation plans;
  • reviewing and recommending to the Board chief executive officer compensation; and
  • reviewing and recommending to the Board director compensation to align directors’ interests with the long-term interest of the Company’s shareholders.

In addition, the compensation committee’s duties also include:

  • determining and approving the Company’s compensation philosophy;
  • determining stock ownership guidelines for the Company’s executive officers and directors and monitoring compliance with any such guidelines;
  • on an annual basis, preparing a report regarding executive officer compensation for inclusion in the Company’s annual proxy statement; and
  • reviewing and evaluating the Company’s policies and practices in compensating employees, including non-executive officers, as they relate to risk management practices and risk-taking incentives.

Governance documents

Quad’s corporate governance guidelines establish processes and procedures to help ensure effective and responsive governance by the Board of Directors.

The Board has adopted corporate governance guidelines that, in conjunction with the Board committee charters, establish processes and procedures to help ensure effective and responsive governance by the Board. The corporate governance guidelines also establish the Company’s policies on director orientation and continuing education, which include a mandatory orientation program for new directors and provide that the Board will be assessed on an annual basis to determine whether it and its committees are functioning effectively. In addition, the Company’s corporate governance guidelines provide that the Board have regularly scheduled meetings at which the non-management directors meet in executive session without the Company’s executive officers being present. The non-management directors may also meet without the Company’s executive officers present at such other times as they determine appropriate. The corporate governance guidelines also provide that the Company’s executive officers and other members of senior management who are not members of the Board will participate in Board meetings to present information, make recommendations and be available for direct interaction with members of the Board. In addition, the Board has adopted director independence standards to assist it in making determinations regarding whether Quad’s directors are independent as that term is defined in the listing standards of the New York Stock Exchange.

Forward-looking statements

This site and the information included and linked to on the site contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding, among other things, our current expectations about the Company’s future results, financial condition, revenue, earnings, free cash flow, margins, objectives, goals, strategies, beliefs, intentions, plans, estimates, prospects, projections and outlook of the Company and can generally be identified by the use of words or phrases such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “project,” “believe,” “continue” or the negatives of these terms, variations on them and other similar expressions.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results to be materially different from those expressed in or implied by such forward-looking statements. Forward-looking statements are based largely on the Company’s expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond our control. The factors that could cause actual results to materially differ are listed in our most recent Annual Report on Form 10-K, which may be amended or supplemented by subsequent Quarter Reports on Form 10-Q or other reports filed with the Securities and Exchange Commission. Except to the extent required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.