Form 4: Quad/Graphics Director J. Joel Quadracci Reports Changes in Beneficial Ownership

J. Joel Quadracci, a director and Chairman, President & CEO of Quad/Graphics, Inc., filed a Form 4 disclosing changes in his beneficial ownership of the company's stock.

Summary

• On February 12, 2025, J. Joel Quadracci reported the acquisition of 8,209 shares of Class A Common Stock at $0.
• These shares are restricted stock granted under the 2020 Omnibus Incentive Plan and will vest on March 1, 2028, contingent upon shareholder approval at the Annual Meeting on May 21, 2025.
• Quadracci also reported holding 2,349,258 shares of Class A Common Stock directly and 4,243.1708 shares indirectly through a 401(a) plan as of January 31, 2025.
• The filing also details indirect ownership of Class A Common Stock through various trusts where Quadracci serves as trustee, including the Alexander Q. Harned 2007 Trust, the Elizabeth Quadracci Harned 2003 Trust, the HVQ 1992 Descendants Trust, the Kathryn B. Harned 2004 Trust, and the William V. Harned 2006 Trust.
• Quadracci disclaims beneficial ownership of the reported securities held in trust except to the extent of his pecuniary interest therein.

Sentiment

Score: 6

Explanation: The sentiment is neutral. It's a routine disclosure of stock ownership changes. The acquisition of restricted stock could be seen as a positive sign, but it's contingent on future events.

Positives

• The acquisition of restricted stock demonstrates a continued investment and alignment of interests between the director and the company's future performance.

Future Outlook

The vesting of the restricted stock is contingent upon shareholder approval at the upcoming Annual Meeting of Shareholders on May 21, 2025.

Industry Context

Form 4 filings are a routine part of corporate governance, providing transparency into the stock ownership of company insiders. This filing indicates changes in J. Joel Quadracci's holdings in Quad/Graphics.

Comparison to Industry Standards

• Monitoring insider transactions is a standard practice in corporate governance.
• Comparing the holdings of J. Joel Quadracci to those of executives at similar printing and marketing services companies (e.g., R.R. Donnelley & Sons, Cenveo) can provide context on the level of insider ownership.
• The use of trusts for estate planning and wealth management is a common practice among high-net-worth individuals, including corporate executives.

Stakeholder Impact

• Shareholders: The filing provides transparency regarding insider ownership.
• Employees: The vesting of restricted stock is tied to the company's performance and shareholder approval, potentially aligning employee interests with company goals.

Next Steps

• Shareholder approval of the increase in shares available for issuance under the 2020 Omnibus Incentive Plan at the Annual Meeting on May 21, 2025.
• Vesting of the restricted stock on March 1, 2028, contingent upon shareholder approval.

Key Dates

Keywords

Form 4, Beneficial Ownership, Quad/Graphics, QUAD, Quadracci, Director, Restricted Stock, Trusts