Form 4: Quad/Graphics Director Reports Acquisition of Deferred Stock Units

Quad/Graphics, Inc. Director Douglas P. Buth reported the acquisition of 22,004 Class A Common Stock deferred stock units, along with an additional 1,232 units from dividends, bringing his total beneficial ownership to 164,201 shares.

Summary

• Douglas P. Buth, a Director of Quad/Graphics, Inc. (QUAD), acquired 22,004 Class A Common Stock units on May 21, 2025.
• These units are deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan.
• The units will be delivered to Mr. Buth on May 21, 2027, or upon his separation from service.
• An additional 1,232 deferred stock units were acquired due to dividends paid on previously granted deferred stock units.
• Following this transaction, Mr. Buth beneficially owns a total of 164,201 Class A Common Stock units.
• The acquisition price for these units was $0, which is typical for a grant of deferred stock units as part of compensation.

Sentiment

Score: 7

Explanation: The filing indicates a routine, positive alignment of a director's interests with shareholders through equity compensation. It's a standard corporate governance practice and does not suggest any negative underlying issues for the company.

Positives

• The grant of deferred stock units aligns the director's interests with shareholders, as the value of the units is tied to the company's stock performance.
• The acquisition of additional units from dividends indicates a mechanism for growth in the director's equity holdings, further aligning interests.

Risks

• The future value of the deferred stock units is subject to the market performance of Quad/Graphics, Inc.'s Class A Common Stock until their delivery date.

Future Outlook

The deferred stock units are scheduled for delivery on May 21, 2027, or upon separation from service, indicating a future vesting and delivery event that ties the director's compensation to the company's long-term performance.

Industry Context

This transaction represents a standard practice in corporate governance where publicly traded companies grant equity compensation, such as deferred stock units, to their directors. This is common across various industries, including the printing and marketing services sector where Quad/Graphics operates, to align the interests of directors with those of shareholders.

Comparison to Industry Standards

• Granting deferred stock units as part of director compensation is a common practice across various industries, including the printing and marketing services industry where Quad/Graphics operates.
• The use of a 2020 Omnibus Incentive Plan is typical for establishing a framework for such grants, comparable to similar plans at companies like R.R. Donnelley & Sons Company or Transcontinental Inc.
• The mechanism for accruing additional units from dividends (dividend equivalents) is also a standard feature in many deferred compensation plans for executives and directors.

Corporate Governance

Stakeholder Impact

• Shareholders: The grant of deferred stock units to a director aligns management's interests with shareholder value, potentially fostering long-term growth and improved company performance.

Next Steps

• Delivery of the 22,004 deferred stock units to Douglas P. Buth on May 21, 2027, or upon his separation from service.

Key Dates

Keywords

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