Not independent
Tenure on this board
23.4 yrs
Also a director at
Plexus Corp (PLXS)
9 nominees · 2 ballot items.
Elect nine directors for one-year terms; and approve, on an advisory (non-binding) basis, the compensation of the named executive officers as disclosed in the proxy statement (plus any other business that may properly come before the meeting).
Elect nine director nominees to serve one-year terms and until their successors are duly elected and qualified.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (Say-on-Pay).
This proposal asks shareholders to cast a non-binding, advisory vote approving the Company’s executive compensation disclosures and the compensation framework for the named executive officers as presented in the proxy statement. Management seeks this approval to validate its pay-for-performance philosophy and to obtain shareholder feedback on the design and outcomes of its compensation programs. The Company’s compensation approach emphasizes a mix of base salary, annual cash incentives tied to Adjusted EBITDA, and long-term incentives (67% performance-based cash and 33% restricted stock/RSUs) with performance measures including new sales and Adjusted EBITDA Margin, intended to align executives’ incentives with operational performance and long-term shareholder value. The proposal is advisory and not binding, but the Board and the compensation committee commit to reviewing and considering the voting outcome when making future decisions about executive pay. Contextually, Quad is a controlled company with significant Quadracci family voting power, which can affect governance dynamics; nevertheless, management stresses compensation governance practices such as an independent compensation committee, use of an independent compensation consultant, stock ownership guidelines, and limits on repricing. The proxy discloses severance/change-in-control protections, SERP contributions, and perquisites (e.g., limited personal use of corporate aircraft for the CEO), which are relevant to investors evaluating the overall generosity and alignment of pay. The Board’s recommendation “FOR” is grounded in the committee’s view that compensation structures drive long-term performance, support retention and succession, and are consistent with peer benchmarking and pay governance practices. Investors should weigh the non-binding nature of the vote, the Company’s recent pay outcomes (including payouts tied to multi-year performance metrics), and the controlled-company governance context when assessing the merits of endorsing the disclosure and approach.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MILLER VALUE PARTNERS, LLC | 5.14% | 2,651,039 | $18M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.69% | 1,387,120 | $9M |
| 3 | LSV ASSET MANAGEMENT | 2.59% | 1,333,701 | $9M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 2.04% | 1,052,110 | $7M |
| 5 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 1.98% | 1,021,530 | $7M |
| 6 | BlackRock, Inc. | 1.97% | 1,013,666 | $7M |
| 7 | BlackRock, Inc. | 1.59% | 822,307 | $5M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 1.40% | 722,400 | $5M |
| 9 | STATE STREET CORP | 1.23% | 633,161 | $4M |
| 10 | GREAT VALLEY ADVISOR GROUP, INC. | 1.21% | 621,325 | $4M |
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