Form 4: Quad/Graphics Director Beth-Ann Eason Increases Stake with Deferred Stock Unit Grant

Quad/Graphics, Inc. Director Beth-Ann Eason reported the acquisition of 22,004 Class A Common Stock shares through a deferred stock unit grant, increasing her total beneficial ownership to 95,310 shares.

Summary

• Beth-Ann Eason, a Director of Quad/Graphics, Inc. (QUAD), acquired 22,004 shares of Class A Common Stock on May 21, 2025.
• The acquisition was a grant of deferred stock units (DSUs) under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan, with a transaction price of $0.
• These 22,004 DSUs are scheduled to be delivered to Ms. Eason on May 21, 2027, unless deferred by her or upon separation from service.
• Her total beneficial ownership of Class A Common Stock following this transaction is 95,310 shares.
• The reported beneficial ownership also includes 2,797 additional deferred stock units accrued from dividend payments on previously granted DSUs.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as it indicates a director's increased stake and alignment with shareholder interests through a standard equity compensation mechanism, without any negative implications.

Positives

• The acquisition of 22,004 deferred stock units by Director Beth-Ann Eason indicates increased alignment of management's interests with those of shareholders.
• The grant is part of an incentive plan, suggesting a structured approach to executive compensation and retention.

Future Outlook

The 22,004 deferred stock units granted to Director Beth-Ann Eason are expected to be delivered on May 21, 2027, or upon her separation from service, aligning her long-term interests with the company's performance.

Industry Context

This filing reflects a standard practice in corporate governance where directors receive equity compensation, often in the form of deferred stock units, to align their long-term interests with shareholder value. Such grants are common across various industries as part of executive and director incentive programs.

Comparison to Industry Standards

• The use of deferred stock units (DSUs) as a form of director compensation is a common practice among publicly traded companies, including those in the printing and marketing services industry like Quad/Graphics.
• The vesting schedule, with delivery deferred to a future date or separation from service, is typical for DSUs, aiming to promote long-term commitment and performance.
• The accrual of additional DSUs from dividends on underlying common stock is also a standard feature of many DSU plans, ensuring that holders benefit from dividend distributions as if they held the shares directly.

Corporate Governance

Related Party Transactions

• The acquisition of deferred stock units by Director Beth-Ann Eason from Quad/Graphics, Inc. constitutes a related party transaction, which is a standard form of compensation under the company's incentive plan.

Stakeholder Impact

• Shareholders: The increased beneficial ownership by a director can be viewed positively as it aligns management's long-term interests with shareholder value creation.
• Employees: While not directly impacting all employees, such compensation structures are part of the broader corporate governance framework that can influence overall company performance and stability.

Next Steps

• Delivery of the 22,004 deferred stock units to Beth-Ann Eason on May 21, 2027, or upon her separation from service.

Key Dates

Keywords

Quad/Graphics, QUAD, Form 4, Insider Ownership, Deferred Stock Units, Director Compensation, Equity Grant, Beneficial Ownership, Incentive Plan