DEF 14A of Quad/Graphics, Inc., Apr 10, 2026

DEF 14A of Quad/Graphics, Inc.

Filed Apr 10, 2026 · FY20250001481792-26-000082

Open on EDGAR

  1. Election of Directors

    Election of Directors We elect our directors on an annual basis.

  2. Election of Directors

    | Director Nominees | Age | Director Since | Independent | | J. Joel Quadracci | 57 | 2003 | | | Kathryn Quadracci Flores | 58 | 2013 | | | Douglas P. Buth | 71 | 2005 | X | | Beth-Ann Eason | 59 | 2023 | X | | John C. Fowler | 75 | 2016 | | | Stephen M. Fuller | 65 | 2016 | X | | Christopher B. Harned | 63 | 2005 | | | Melanie A. Huet | 50 | 2023 | X | | Jay O. Rothman | 66 | 2017 | X |

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board currently consists of nine directors. At the Annual Meeting, the shareholders will elect all nine directors to one-year terms—to hold office until the 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Unless shareholders otherwise specify, the shares represented by the proxies received will be voted in favor of the election as directors of the nine persons named as nominees in this proxy statement. The Board has no reason to believe that the listed nominees will be unable or unwilling to serve as directors if elected. However, in the event that any nominee should be unable to serve or for good cause will not serve, the shares represented by proxies received will be voted for another nominee selected by the Board. Each director will be elected by a plurality of the votes cast at the Annual Meeting, assuming a quorum is present. For this purpose, “plurality” means that the nominees receiving the largest number of votes will be elected as directors. Any shares not voted at the Annual Meeting, whether due to votes withheld, broker non-votes or otherwise, will have no impact on the election of the directors. Shares of the Company’s class A common stock and class B common stock vote together as a single class on the election of directors. The following sets forth certain information, as of April 2, 2026, about the Board’s nominees for election at the Annual Meeting. J. Joel Quadracci, 57, has been a director of Quad since 2003, its Chief Executive Officer since July 2006 and its Chairman and Chief Executive Officer since January 2010. He also served as President of Quad from January 2005 to February 2026. Mr. Quadracci joined Quad in 1991 and, prior to becoming Chief Executive Officer, served in various capacities, including Sales Manager, Regional Sales Strategy Director, Vice President of Print Sales, Senior Vice President of Sales and Administration, and President and Chief Operating Officer. He serves on the board of directors for Plexus Corp., Pixability, Inc., Road America, Inc., the National Association of Manufacturers, and the Metropolitan Milwaukee Association of Commerce. He also serves on the board of trustees for the Milwaukee Art Museum and on the advisory council of the Smithsonian National Postal Museum. Mr. Quadracci received a B.A. in Philosophy from Skidmore College in 1991. Mr. Quadracci is the brother of Kathryn Quadracci Flores, M.D., a director of Quad and Chief Executive Officer of QuadMed, a wholly owned subsidiary of the Company, the brother-in-law of Christopher B. Harned, a director of Quad, and the first cousin of Robert Quadracci, Quad’s Chief Human Resources Officer. Quad believes that Mr. Quadracci’s experience in both the commercial printing and advertising and marketing services industries, as well as his leadership positions within Quad, qualify him for service as a director of Quad. Kathryn Quadracci Flores, M.D., 58, has been a director of Quad since 2013 and is a member of the Finance Committee. Dr. Flores joined QuadMed, LLC, a wholly owned subsidiary of the Company, in 2021 and serves as the Chief Executive Officer of QuadMed. Dr. Flores serves as President and Director of the Windhover Foundation, a large multi-generational family foundation. Dr. Flores previously served as co-chair of the President’s Leadership Council of Brown University, Vice President and Secretary of the board of trustees for the Collegiate School of New York, on the Board of Directors for the Brown University Sports Foundation, on the Board of Trustees for the Marymount School of New York and as Commodore of the Pine Lake Yacht Club. Dr. Flores received her B.A. and B.S. from Brown University in 1990 and her M.D. from Columbia University in 1995. Dr. Flores is the sister of J. Joel Quadracci, Quad’s Chairman and Chief Executive Officer, the sister-in-law of Christopher B. Harned, a director of Quad, and the first cousin of Robert Quadracci, Quad’s Chief Human Resources Officer. Quad believes that Dr. Flores’ knowledge of Quad, her education, and her board and business experience qualify her to serve as a director of Quad. Douglas P. Buth, 71, has been a director of Quad since 2005 and is the Chair of the Audit Committee and also is a member of the Compensation and Finance Committees. Mr. Buth retired as Chairman and Chief Executive Officer of Appvion, Inc., formerly known as Appleton Papers, Inc., a producer of carbonless, thermal, security paper and performance packaging products, and as Chief Executive Officer and President of Paperweight Development Corp., the parent company of Appvion, Inc., in 2005. Prior to becoming Chief Executive Officer, Mr. Buth had served in a variety of roles at Appvion, Inc., including positions in strategic planning, marketing and sales and as General Manager and Executive Vice President. Mr. Buth is currently a member of the board of directors for Trek Bicycle Corporation, where he serves as chairman of the Audit Committee and a member of the Compensation Committee. He retired from the board of Grange Mutual Insurance Company, in 2021, where he chaired the Compensation Committee and served as a member of the Investment Committee and the Audit Committee. Mr. Buth received a Bachelor of Business Administration in Accounting from the University of Notre Dame in 1977. He qualified as a C.P.A. with PricewaterhouseCoopers LLP in 1979 and thereafter held a number of financial positions with Saks Fifth Avenue and BATUS, Inc. Quad believes that Mr. Buth’s financial background as a C.P.A. and his experience as a leader of a publicly-traded company and member of several boards of directors qualify him for service as a director of Quad. Beth-Ann Eason, 59, has been a director of Quad since 2023 and is a member of the Compensation Committee. In 2023, Ms. Eason also received her NACD board certification. Ms. Eason was the Managing Director, Senior Digital Transformation Executive for Accenture Interactive from January 2020 to December 2022, working with chief marketing officers on digital transformation. Prior to joining Accenture Interactive, Ms. Eason served from May 2015 to January 2020 as President of Innovid, the world’s largest independent Connected TV and video advertising software platform. Ms. Eason was at Conde Nast from April 2011 to May 2015, serving as Senior Vice President and General Manager of Conde Nast’s Epicurious from April 2011 to July 2013. Ms. Eason was also Vice President of Category Development for Yahoo! from 2001 to 2006 and DoubleClick from 1996 to 2001 where she was promoted to a General Manager role. She holds a bachelor’s degree from Lehigh University. Quad believes that Ms. Eason’s experience as an industry leader in digital transformation, marketing and advertising qualifies her for service as a director of Quad.

  4. ELECTION OF DIRECTORS

    John C. Fowler, 75, has been a director of Quad since 2016 and is a member of the Compensation Committee. Mr. Fowler served as Quad’s Vice Chairman and Executive Vice President of Global Strategy and Corporate Development from March 2014 until December 2017. Prior thereto, he served as Quad’s Executive Vice President and Chief Financial Officer from July 2010 to March 2014, as Senior Vice President and Chief Financial Officer from May 2005 to July 2010, and as Vice President and Controller from when he joined Quad in 1980 (which at the time was the Company’s top financial position) until May 2005. Prior to joining Quad, Mr. Fowler worked for Arthur Andersen LLP for six years. In November 2018, Mr. Fowler was elected as a director of Mandel Group, Inc. He also serves on the board of directors of the L’Eft Bank Wine Company, and is a past board member of several private and venture capital companies that were successfully sold. He is also a board member and Treasurer of the I Have a Dream Foundation. Mr. Fowler attended Tufts University and Iowa State University, graduating summa cum laude with bachelor’s degrees in both economics and accounting. Quad believes that Mr. Fowler’s experience in the printing industry and in leadership positions with Quad and on several boards of directors qualify him for service as a director of Quad. Stephen M. Fuller, 65, has been a director of Quad since 2016 and is a member of the Audit Committee. Mr. Fuller served as Senior Vice President and Chief Marketing Officer for L.L. Bean, Inc. of Freeport, Maine from 2001 until his retirement in 2016. In this former role, he led all marketing functions for L.L. Bean, including branding, advertising, customer satisfaction, e-commerce, partnerships, database analytics and marketing operations. In addition to his CMO role, Mr. Fuller had full P&L responsibility for L.L. Bean’s international efforts since 2008. Currently, he is a member of the board of directors of Boyne Resorts and K2-MDV Holdings, LP, a former trustee at Bates College and is a frequent speaker at Dartmouth College’s Tuck School of Business. Mr. Fuller is a former member of L.L. Bean’s board of directors. He also has been on the boards of several environmental and outdoor organizations. Mr. Fuller received his bachelor’s degree from Bates College in Lewiston, Maine and his MBA from Boston College. He also attended Harvard Business School’s Advanced Management Program. Quad believes that Mr. Fuller’s leadership in marketing and board experience qualify him to serve as a director of Quad. Christopher B. Harned, 63, has been a director of Quad since 2005 and is the Chair of the Finance Committee. Mr. Harned is the Co-Founder and Managing Partner of Windhover Capital, a private equity firm focused on the food and consumer sector. From September 2016 to October 2020, Mr. Harned was a Partner and Head of the New York office for Arbor Investments. Prior to joining Arbor Investments, he was a Managing Director and Head of Consumer Products-Americas for Nomura Securities International, Inc. Starting in January 2012, he served as a Managing Director of the Investment Banking Group M&A team at Robert W. Baird & Co., Inc. He previously served as a Partner, Managing Director and Head of the Consumer Products Group of The Cypress Group LLC, a New York City-based private equity firm. Prior to joining The Cypress Group LLC in 2001, Mr. Harned was a Managing Director and Global Head of Consumer Products M&A with Lehman Brothers, where he worked for over 16 years. Mr. Harned is a member of the board of directors of Titan Frozen Fruit, Lakeview Farms, Inc. and Southeastern Meats, Inc. He is a former member of the board of directors of FreshPet, Inc., a pet food company, where he served on the Audit and Compensation committees. Mr. Harned is also a former member of the board of directors of Red Collar Pet Foods, bswift, Danka Business Systems PLC, The Meow Mix Company, Stone Canyon Entertainment, Brand Connections LLC and Philadelphia Media Network. Mr. Harned earned a bachelor’s degree from Williams College in 1985. Mr. Harned is the brother-in-law of J. Joel Quadracci, Quad’s Chairman and Chief Executive Officer and the brother-in-law of Kathryn Quadracci Flores, M.D., a director of Quad and Chief Executive Officer of QuadMed, a wholly owned subsidiary of the Company. Quad believes that Mr. Harned’s experience in the financial services industry and his leadership at several companies in various industries qualify him to serve as a director of Quad. Melanie A. Huet, 50, has been a director of Quad since 2023 and is a member of the Audit Committee. Ms. Huet has served as the President, Home & Commercial — Home at Newell Brands, a consumer products company, since August 2025. Prior to this role, she was its Chief Marketing Officer, leading global Brand Management, Innovation, Insights and Design. Before joining Newell Brands in 2023, Ms. Huet led the transformation of Serta Simmons Bedding from a sales-led to a consumer-led organization as its first Chief Marketing Officer from 2019 to 2021, and then Executive Vice President and Chief Commerce Officer from 2021 to 2022. Serta Simmons Bedding LLC filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in January 2023. Ms. Huet also previously served as Vice President Marketing at KraftHeinz from 2017 to 2018, in various marketing roles at Kimberly-Clark from 2011 to 2016 and in marketing and sales roles at Unilever from 2005 to 2011. She holds an MBA from the University of Rochester in New York and a bachelor's degree from the University of St. Thomas, Minnesota. Quad believes that Ms. Huet's experience as an industry leader in brand management, consumer engagement and innovation qualify her to serve as a director of Quad. Jay O. Rothman, 66, has been a director of Quad since 2017 and is the Chair of the Compensation Committee. Mr. Rothman has served as President of the Universities of Wisconsin since June 2022. He previously served as the Chairman and Chief Executive Officer of Foley & Lardner LLP, a national law firm, from June 2011 until his retirement from the firm in May 2022. At Foley & Lardner LLP, Mr. Rothman also had been a member of the firm’s Management Committee since February 2002, and a partner since February 1994. He joined Foley & Lardner LLP in 1986. Mr. Rothman serves on the board of directors of Mayville Engineering Company, Inc. Mr. Rothman received a Bachelor of Arts degree from Marquette University in 1982 and a Juris Doctor from Harvard Law School in 1985. Quad believes that Mr. Rothman’s career as an executive and as a business attorney qualify him to serve as a director of Quad. THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND URGES EACH SHAREHOLDER TO VOTE “FOR” SUCH NOMINEES. SHARES OF COMMON STOCK REPRESENTED AT THE ANNUAL MEETING BY EXECUTED, OR OTHERWISE VALIDLY VOTED, BUT UNMARKED PROXIES, WILL BE VOTED “FOR” SUCH NOMINEES.

  5. 2025 Executive Compensation Highlights

    2025 Executive Compensation Highlights In 2025, our compensation committee continued its focus on structuring our compensation arrangements in keeping with our compensation philosophy, which is described below under “Overview of our Executive Compensation Philosophy and Design.” Actions taken or approved by our compensation committee or our Board relative to the compensation programs for our executive officers for 2025 included the following: •The compensation committee approved an annual cash incentive program for 2025 that continued to use net earnings (loss) excluding interest expense, income tax expense, depreciation and amortization, restructuring, impairment and transaction-related charges and the settlement charge from defined benefit pension plan annuitization (“Adjusted EBITDA”) as a performance measure. The compensation committee determined to use Adjusted EBITDA as the sole performance measure for the 2025 annual incentive plan in order to emphasize a key operational metric and to utilize a measure that is well understood by participants. As described below under “2025 Process — Long-Term Incentive Compensation,” net cash provided by operating activities less purchases of property, plant and equipment (“free cash flow”) will remain applicable to existing long-term incentive awards through the completion of their performance periods. Beginning with 2025 long-term incentive awards, Adjusted EBITDA divided by net sales (“Adjusted EBITDA Margin”) has been adopted as a performance measure, reflecting the compensation committee’s emphasis on sustained profitability and margin expansion. The compensation committee also developed performance and payout scales for the annual cash incentive program for 2025 to quantitatively measure performance and define payouts at each level of performance. •The compensation committee approved a performance-based component to our NEO’s long-term incentive compensation program for 2025, granting, as in 2024, long-term incentive awards in the form of 67% performance-based cash and 33% restricted stock or restricted stock units. The compensation committee decided to continue to use this structure because it believed the structure provided performance incentives that are effective in motivating our executives to execute on our long-term strategic plan and to drive shareholder value creation over the three-year period to which the awards relate. •The compensation committee approved adjustments to the compensation of certain of our NEOs for 2025, as described further below. •The Board reviewed the performance of our Chairman and Chief Executive Officer and determined his total compensation.

  6. Compensation Practices and Governance Highlights

    Compensation Practices and Governance Highlights We periodically review best practices in the area of executive compensation and update our compensation policies and practices to reflect those that we believe are appropriate for our Company, including the following: •Pay for performance—A substantial fraction of NEO total compensation is tied to the operating performance of our Company and the achievement of our business objectives. Our performance measures under our incentive compensation program are also aligned with our business objectives. •Alignment with shareholder interests—Our core executive compensation principles are designed to promote alignment of our named executive officers’ interests with the interests of shareholders. •Salary increases, bonuses and equity awards must be earned—We do not guarantee salary increases, bonuses or equity awards for our executive officers. •No option repricing—Our equity compensation plan does not permit repricing of stock options. •Compensation risk management—We periodically review our pay practices to ensure that they do not encourage excessive risk taking and to confirm that our governance practices are designed to prevent excessive compensation that would not be consistent with our philosophy and business objectives. •Prohibition on hedging and limitation on pledging—We prohibit our executive officers and directors from hedging our securities and from pledging our securities without prior approval. •Stock ownership—We maintain stock ownership guidelines for our directors and executive officers, including our NEOs. •Independent compensation consultant—The compensation committee retains an independent compensation consultant to provide advice and recommendations concerning the compensation of the NEOs.

  7. Determining the Amount of Each Element of Compensation

    Determining the Amount of Each Element of Compensation Role of Benchmarking As part of its decision-making process, the compensation committee will from time to time engage its independent compensation consultant to conduct a benchmarking study of executive compensation levels and practices. The committee reviews and may evolve its comparator group as appropriate given its transformation to a marketing experience company. This market information is used to help inform and shape decisions, but is neither the only nor the determinative factor in making compensation decisions. Rather, it is part of a multitude of factors that influence executive compensation decisions. At the time the compensation committee made decisions concerning the compensation of our NEOs for 2025, its most recent benchmarking study addressing all compensation elements was a study completed by FW Cook in 2023. For purposes of its benchmarking analysis, FW Cook identified publicly traded, standalone companies in the print and commercial services industries, with a preference for companies focused on marketing platforms and a trailing four quarter revenue between $1 billion and $8 billion, with exceptions for certain key competitors. The comparator group used in setting 2025 compensation consisted of the following 20 companies (the “comparable companies”):

  8. Determining the Amount of Each Element of Compensation

    The compensation committee used information regarding compensation levels reported by the comparable companies during 2024 for purposes of setting target compensation for 2025 for our NEOs. In March 2025, subsequent to the compensation committee’s decisions regarding target compensation for 2025, the committee worked with FW Cook to identify an updated group of companies for a new comparator group to be used in setting 2026 compensation. For the new comparator group, John Wiley & Sons, Inc. and Sonoco Products Company were removed and Criteo S.A. and ICF International, Inc. were added. 2025 Process In setting the amount of each element of compensation for our NEOs in 2025, the compensation committee followed the process described below. Base Salary and Annual Incentive Compensation The compensation committee reviews the base salaries and annual incentive compensation levels of each of our NEOs at least annually. In late 2024, the compensation committee reviewed and approved management’s recommendations for base salary and annual incentive compensation for 2025, consisting of base salary increases for the NEOs ranging from 3% to 20%. These increases reflected the compensation committee’s judgment regarding appropriate compensation positioning within the competitive market range for each role. The increases for Messrs. Quadracci and Honan of 3.0%, reflected continuing market alignment and recognition of individual performance. For Messrs. Staniak and Vanderboom and Ms. Gruen, the increases of 13%, 11% and 20%, respectively, represented continued progression within the applicable market range following prior promotions in recent years or meaningful expansions in scope of responsibility. In approving these base salaries, the compensation committee considered the median compensation levels of comparable companies described above, but did not base its decision solely on that information. The compensation committee also considered each executive’s experience, tenure, scope of responsibilities and historical compensation levels. With respect to 2025 annual cash incentive compensation, the compensation committee (and the full Board, in the case of Mr. Quadracci) decided to keep the threshold, target, and maximum annual incentive compensation opportunities for each of the NEOs the same, expressed as a percentage of base salary, as in 2024. For the annual cash incentive compensation of our NEOs, in early 2025, the compensation committee established the following Adjusted EBITDA threshold, target and maximum performance goals:

  9. Determining the Amount of Each Element of Compensation

    The compensation committee selected this performance measure to emphasize a key operational metric and to utilize a measure that is well understood by participants. We defined Adjusted EBITDA for purposes of the 2025 annual cash incentive plan as net earnings (loss) excluding interest expense, income tax expense, depreciation and amortization, restructuring, impairment and transaction-related charges and the settlement charge from defined benefit pension plan annuitization. The threshold, target and maximum potential payment levels are shown in the “Grants of Plan Based Awards in 2025” table below. For 2025, our Adjusted EBITDA was $196 million, which was at the target level. Adjusted EBITDA is a non-GAAP financial measure. A reconciliation to the nearest GAAP financial measure is included on page 51 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission on February 18, 2026. In January 2026, our compensation committee recommended, and our Board approved for our Chairman and CEO, an at-target payout under our annual cash incentive plan based on the target achievement of Adjusted EBITDA, resulting in the payments to our NEOs indicated in the “Non-Equity Incentive Plan Compensation” column of the “2025 Summary Compensation Table” below. Long-Term Incentive Compensation The compensation committee believes that long-term incentives are a key method to motivate and retain the top talent of Quad and align the interests of our NEOs with shareholders. For this reason, we generally provide a significant component of our NEO’s compensation through means of long-term incentive awards. 2025-2027 Awards The 2025 long-term incentive compensation program was structured to consist of a long-term performance-based cash component, representing 67% of the total grant value, and shares of restricted stock or restricted stock units that cliff vest after 38 months, representing the remaining 33% of the grant value. The compensation committee decided to use this structure because it believed the structure provided performance incentives that are effective in motivating our executives to execute on our long-term strategic plan and to drive shareholder value creation over the next three years. The performance-based cash awards granted in 2025 would be earned on the basis of the following performance measures: 50% of the awards were based on new sales, with three separate annual performance periods from 2025-2027 (each representing one-third of the entire 50% of the award), and the remaining 50% of the awards are based on our Adjusted EBITDA Margin for the final year of the three-year performance period from 2025-2027. New sales are defined as Company-wide sales from new customers, new products or services sold to an existing customer or winning incremental share of a product or service that was previously split among suppliers. The compensation committee chose to continue to use new sales as a performance goal to provide a focused incentive to participants to win new clients and/or achieve additional sales in parts of our business that we view as likely areas of growth while excluding the impact of long-term expected organic declines in certain print product lines that the compensation committee believes are outside of management’s control. The compensation committee chose to use Adjusted EBITDA Margin to align the incentives of award holders with the Company’s long-term financial goals and external reporting and to help to incentivize transformation, education, collaboration and momentum. The threshold, target and maximum performance goals for 2025 new sales were $152 million, $190 million and $228 million, respectively. The amounts earned under the performance-based cash awards can range from zero to 250% of the target amount. The threshold, target, and maximum amounts payable under the performance-based cash awards are shown in the “Grants of Plan Based Awards in 2025” table below. We achieved new sales in 2025 of approximately $192 million, which was above the target performance level. This resulted in a payment with respect to the one-third of the 50% of the 2025 performance-based cash awards tied to new sales of 107.1% of the target amount. The payments earned by our NEOs with respect to the performance-based cash awards are shown in the “Non-Equity Incentive Compensation” column of the “2025 Summary Compensation Table”. Any amounts earned with respect to the performance-based cash awards in 2026 or 2027 will be shown in the “Summary Compensation Table” for the applicable year. We decided to make the performance-based cash awards payable in cash rather than equity in part to assist with managing the dilution to our shareholders, and we continued to use restricted stock and restricted stock units as a component of our long-term incentive compensation program because we believe they provide alignment between the interests of the NEOs and the interests of our shareholders. In setting the target long-term incentive values for 2025 for each of the NEOs, the compensation committee considered the benchmarking information described above for comparable positions, as well as each executive’s scope of responsibilities, experience and contributions to the Company’s strategic objectives. Based on this review, the compensation committee recommended to our Board, and our Board approved, an increase in Mr. Quadracci’s total target long-term incentive compensation value from $4,800,000 in 2024 to $5,000,000 in 2025. The compensation committee also approved increases in the total long-term incentive compensation values for Mr. Staniak, Mr. Vanderboom and Ms. Gruen of 17%, 17% and 27%, respectively, from 2024 levels. These adjustments reflected the committee’s judgment regarding appropriate long-term incentive positioning within the competitive market range for each role. For Mr. Staniak, Mr. Vanderboom and Ms. Gruen, the adjustments represented continued progression within the applicable market range following prior promotions in recent years or meaningful expansions in scope of responsibility, while maintaining a significant portion of executive compensation at risk and aligned with long-term shareholder value creation. There were no other changes to NEOs’ target long-term incentive compensation values from 2024. Mr. Quadracci’s grant was made in two installments: the first was granted at the prior year’s target value of $4,800,000 and the second had a target value of $200,000 to reflect the increase to a target value of $5,000,000 for 2025. The total target values of the long-term incentive compensation awards to our NEOs for 2025 were as follows:

  10. Determining the Amount of Each Element of Compensation

    | Name | Total Target Long-Term Incentive Compensation Value | Target Value of Cash-Based Award (67% of Total) | Target Grant Date Fair Value of RSU/RS Award (33% of Total) | | J. Joel Quadracci | $5,000,000 | $3,350,000 | $1,650,000 | | Anthony C. Staniak | $1,350,000 | $904,500 | $445,500 | | David J. Honan | $1,750,000 | $1,172,500 | $577,500 | | Kelly A. Vanderboom | $700,000 | $469,000 | $231,000 | | Dana B. Gruen | $700,000 | $469,000 | $231,000 |

  11. Determining the Amount of Each Element of Compensation

    To determine the number of shares for the 2025 restricted stock and restricted stock unit awards based on 33% of the total target long-term incentive compensation dollar values, the compensation committee approved using the 20 trading day volume-weighted average price over the twenty consecutive trading days beginning on December 1, 2024, and granting the awards effective as of January 1, 2025, except the second installment of Mr. Quadracci’s award, which was granted using the 20 trading day volume-weighted average price over the twenty consecutive trading days beginning on January 1, 2025 and was made effective February 12, 2025. The 2025 restricted stock and restricted stock unit awards cliff-vest on March 1, 2028, provided that the NEO remains continuously employed until that date. The number of shares of our class A common stock covered by the equity awards granted to each of our NEOs in 2025 is reflected in the “Grants of Plan Based Awards in 2025” table below. The compensation committee intends to continue to award long-term incentive compensation awards to executives on an annual basis in the future, although more frequent awards may be made at the discretion of the compensation committee on other occasions, such as in the case of promotions or newly hired executives. 2025 Performance Under 2024-2026 and 2023-2025 Awards As previously disclosed, the 2024-2026 long-term incentive compensation program included a long-term performance-based cash component, representing 67% of the total grant value. The performance-based cash awards would be earned on the basis of the following performance measures: 50% of the awards were based on new sales, with three separate annual performance periods from 2024-2026 (each representing one-third of the entire 50% of the award), and the remaining 50% of the awards were based on our free cash flow over the entire three-year period from 2024-2026. The threshold, target and maximum performance goals for 2025 new sales were, consistent with the 2025-2027 awards described above, $152 million, $190 million and $228 million, respectively. We achieved new sales in 2025 of approximately $192 million, which was above the target performance level. This resulted in a payment with respect to the one-third of the 50% of the 2024 performance-based cash awards tied to new sales of 107.1% of the target amount. The payments earned by our NEOs with respect to the performance-based cash awards are shown in the “Non-Equity Incentive Compensation” column of the “2025 Summary Compensation Table”. Any amounts earned with respect to the 2024 performance-based cash awards in 2026 will be shown in the “2026 Summary Compensation Table”. The 2023-2025 long-term incentive compensation program also included a long-term performance-based cash component. The performance-based cash awards granted in 2023 were to be earned 50% on the basis of the achievement of a free cash flow performance goal, measured over the entire three-year performance period, and 50% on the basis of the achievement of three one-year performance goals over the performance period (annual total revenue for 2023 and new sales for 2024 and 2025). We achieved $183 million in cumulative free cash flow for the 2023-2025 long-term incentive program which was above the target performance level of $180 million. This resulted in payment of 113.3% of the target amount. For the 2025 one-year performance goal of new sales, the threshold, target and maximum performance goals were the same as for the 2025-2027 and 2024-2026 long-term incentive grants described above, and, based on the new sales performance above the target level, a payment was made with respect to the new sales component of 107.1% of the target amount. Based on this performance, the amounts earned by our NEOs with respect to the 2023-2025 performance-based cash awards for 2025 are shown in the “Non-Equity Incentive Plan Compensation” column of the “2025 Summary Compensation Table”.

  12. Retirement and Other Benefits

    Retirement and Other Benefits Welfare and Retirement Benefits As part of a competitive compensation package, we sponsor welfare benefit plans that offer health, life, disability and other insurance coverage to participating employees. We also provide our NEOs with an Executive Medical Plan under which they and their families are entitled to reimbursement. The reimbursement is generally limited to $20,000 (per family) in medical costs per year. Amounts reimbursed in 2025 under our Executive Medical Plan are reflected in the “2025 Summary Compensation Table” below. To help our employees prepare for retirement, we sponsor the Quad ESOP, an employee stock ownership plan, and the Quad Diversified Plan. The ESOP holds profit sharing contributions of our class A common stock, which are made at the discretion of our Board. The Diversified Plan is comprised of participant-directed 401(k) contributions and any employer contributions the Company may make to the Plan from time to time. Our NEOs participate in the ESOP, the Diversified Plan and our broad-based welfare plans on the same basis as our other salaried employees. In 2025, employer contributions included a Company 401(k) matching contribution. In addition to the ESOP and the Diversified Plan, we provide certain executive officers with a supplemental executive retirement plan (the “SERP”), which is designed to provide a competitive retirement benefit and aid in retention and building long-term commitment to the Company. The SERP is described in greater detail following the 2025 Nonqualified Deferred Compensation Table. Perquisites and Other Personal Benefits We provide perquisites and other personal benefits that we believe are reasonable and consistent with our overall compensation program to better enable our executives to perform their duties and to enable our Company to attract and retain employees for key positions. Pursuant to his employment agreement, Mr. Quadracci is entitled to personal use of our corporate aircraft. The compensation committee believes that providing this benefit as part of Mr. Quadracci’s compensation enhances his and his family’s security, minimizes the disruptions and burdens of his personal travel and provides him with additional flexibility and time to attend to Company business notwithstanding his personal travel schedule, and thereby benefits our Company and our shareholders. Other than Mr. Quadracci, none of our NEOs were permitted to use our corporate aircraft for personal use in 2025. The aggregate incremental cost to our Company for personal use of our corporate aircraft by Mr. Quadracci is reflected in the “2025 Summary Compensation Table” below. In 2025, we reimbursed club membership fees and tax preparation fees and approved expenditures related to security for Mr. Quadracci. We reimburse club membership fees primarily for business purposes, such as client entertainment, though a portion of their use may have a personal aspect. Our named executive officers are occasionally allowed to use corporate housing for personal use on a temporary basis. During 2025, there was no such use of corporate housing by our named executive officers. The aggregate incremental cost to our Company for these benefits is reflected in the “2025 Summary Compensation Table” below. Post-Termination and Change of Control Arrangements We also provide our NEOs with severance protections upon qualifying terminations of employment. Mr. Quadracci has an employment agreement that provides for such protections, and Messrs. Staniak, Honan, and Vanderboom and Ms. Gruen receive severance protections under our Quad/Graphics, Inc. Executive Severance Plan (the “Severance Plan”). In exchange for such benefits, both the Severance Plan and the employment agreements contain 24-month non-competition, non-solicitation, non-disclosure and non-disparagement restrictive covenants following any termination of employment, whether or not severance benefits are provided. Under the Severance Plan, if a participant’s employment is terminated by us without “cause” (as defined in the Severance Plan) or by the participant due to a salary reduction of more than 10%, then the participant will be entitled to severance equal to one year’s base salary plus the participant’s target annual bonus. The participant will also receive a pro-rated portion of the current year’s annual bonus based on actual performance, and will receive continued group health, dental and life insurance benefits at the employee rate for the severance period and outplacement services at a cost of up to $50,000. If, however, a participant’s employment is terminated upon or within the 24-month period following a change in control, and the termination is by us without cause or by the participant with “good reason” (as defined in the Severance Plan), then the participant will be entitled to severance equal to two times the sum of the participant’s base salary and target annual bonus. The participant will also receive a pro-rated portion of the current year’s annual bonus based on target performance, and will receive a lump sum payment in lieu of group health, dental and life insurance continuation over the severance period, full vesting of benefits in our SERP (or any successor plan thereto) and outplacement services at a cost of up to $50,000. The treatment of any long-term incentive awards, including equity-based awards, will be governed by the terms of the applicable long-term incentive plan and award agreement. The post-change in control severance benefits would also be provided to a participant whose employment is terminated within a limited period prior to a change in control if the participant reasonably demonstrates that the termination was due to the subsequent change in control. The Severance Plan defines “cause” generally to include: (1) any intentional and willful act of the participant involving fraud, embezzlement or theft of our assets or the assets of our customers; (2) gross misconduct on the part of the participant that is intentional and willful and that materially and demonstrably causes serious financial injury to us; (3) any conviction of or plea of nolo contendere to a felony; (4) certain breaches of restrictive covenants; or (5) any intentional, willful and material failure of the participant to perform the participant’s employment duties for 30 days after our Board delivers a written demand for performance. The Severance Plan defines “good reason” in the event of a change of control generally to include: (1) any material reduction in the amount of the participant’s then current base salary or annual bonus target (other than any change that applies to substantially all other executive officers); (2) a requirement that the participant be based at a location in excess of 60 miles from the location of the participant’s principal job location or office as of the effective date of the participant’s participation in the Severance Plan; (3) a material diminution in the participant’s title, authority, power, duties, reporting requirements or responsibilities, or the assignment of duties to the participant which are materially inconsistent with the participant’s position; (4) the failure by us to obtain the express assumption of, and agreement to perform under, the Severance Plan when that action is required by the Severance Plan; or (5) any other action or inaction by us that constitutes a material breach by us of the terms and conditions of the Severance Plan.

  13. Retirement and Other Benefits

    The Severance Plan had an initial term of three years from its September 15, 2016 effective date, after which the term is automatically extended for successive one-year renewals unless the Board or the compensation committee terminates the Severance Plan at the end of the initial or renewal term by giving the participants written notice of intent to terminate the Severance Plan prior to the September 15 preceding the year in which the initial or renewal term is scheduled to end. No notice of intent to terminate the Severance Plan has been given to date. Upon a change in control, the term of the Severance Plan will be automatically extended for a two-year period. Our employment agreement with Mr. Quadracci generally provides the same severance protections as the Severance Plan, except that the multiple of base salary and bonus used to calculate the severance amount varies. Mr. Quadracci’s severance multiple upon a qualifying termination prior to a change in control is two times the sum of his base salary and target annual bonus; upon a qualifying termination in connection with a change in control, Mr. Quadracci’s severance multiple is three times the sum of his base salary and target annual bonus. For Mr. Quadracci, a qualifying termination prior to a change in control includes a termination by him for good reason as well as a termination by the Company without cause. In addition to the Severance Plan and the employment agreements, the award agreements under our 2010 Plan and our 2020 Plan provide for the accelerated vesting of stock options, restricted stock and performance-based cash awards upon a change of control of the Company. These arrangements are summarized below under “Potential Payments Upon Termination or Change of Control.” The compensation committee believes the severance and change of control benefits that we provide our NEOs under these arrangements are consistent with its objective of building shareholder value and contain terms that are similar to those offered to executives of comparable companies. In addition to securing the covered NEO’s agreement to the non-compete restriction described above, the purpose of the benefits is to focus our NEOs on taking actions that are in the best interests of our shareholders without regard to whether such action may ultimately have an impact on their job security, and to avoid the loss of key managers that may occur in connection with an anticipated or actual change of control. The severance and change of control benefits that we provide our executive officers fulfill these purposes by generally maintaining the executive officers’ expected compensation for a specified period following certain terminations of employment, vesting awards granted prior to a change of control and making the executive officers whole for certain excise taxes that may result from compensation paid and benefits provided in connection with the change of control and any related termination of employment. The compensation committee selected the triggering events for change of control and termination benefits to our executive officers based on its judgment that these events were likely to result in the job security distractions and retention concerns described above. We also provide our currently-serving NEOs with an Executive Salary Continuation Plan under which we will continue to pay 60% of the NEO’s base salary to the NEO’s spouse or dependent children if the NEO dies during the term of the NEO’s active employment with our Company. The payments will continue through, in the case of an NEO who dies after age 55 but before retirement, the earlier of (i) the date on which the NEO would have reached age 65 or (ii) the later of (a) the 25th birthday of the youngest dependent child or (b) the death of the surviving spouse or, in the case of an NEO who dies before age 55, the earlier of (i) the tenth anniversary of the NEO’s death or (ii) the later of (a) the 25th birthday of the youngest dependent child or (b) the death of the surviving spouse. We initially offered this benefit to the NEOs as part of what was a competitive compensation package and in lieu of a supplemental executive life insurance policy. However, in view of evolving compensation practices in the marketplace and the changing needs of our business, we have decided to sunset the Executive Salary Continuation Plan by closing it to any new participants. We expect to continue the Plan only for the currently-serving NEOs for the duration of their active employment as NEOs with our Company.

  14. Other Policies and Considerations

    Other Policies and Considerations Policy on Hedging and Pledging of Shares We have adopted a policy that prohibits our executive officers, including our NEOs, our non-employee directors and certain other designated employees from engaging in certain hedging transactions with respect to shares of our stock that they were granted as part of their compensation or otherwise hold. The policy prohibits (a) trading on an exchange in puts, calls and other derivative securities on our stock, (b) purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars and exchange funds, and (c) otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of our stock. The policy also requires pre-approval for any pledging transactions involving our stock. Stock Ownership Guidelines We have implemented stock ownership guidelines for certain employees, including our NEOs, to underscore the importance of linking executive compensation and shareholder interests. Employees subject to these stock ownership guidelines are encouraged to own a certain dollar value amount of our stock. The stock ownership guidelines state that our Chairman and Chief Executive Officer should hold shares with a value five times his base salary. For our executive vice presidents, the ownership guideline is three times base salary, and for all senior vice presidents the ownership guideline is two times base salary. All of the following count toward the applicable ownership thresholds under the policy: •shares held outright (including through trusts for the benefit of the executive officer or of the executive officer’s family members) or in retirement plans; and •restricted stock, restricted stock units and deferred stock units. We also maintain stock ownership guidelines for our non-employee directors that require them to hold shares or share-based awards with a value of at least four times the cash portion of the annual retainer. Executive officers and non-employee directors that have not achieved their stock ownership targets are required to retain 50% of the shares received as a result of the exercise of stock options or the vesting of restricted stock and restricted stock units, net of taxes. Tax and Accounting Considerations In setting compensation for our NEOs, the compensation committee considers the deductibility of compensation under the Internal Revenue Code. Section 162(m) of the Internal Revenue Code limits the tax deductibility of compensation that we pay to certain covered employees, generally including our NEOs, to $1,000,000 in any year. The compensation committee believes that our interests and those of our shareholders are best served by providing competitive levels of compensation, even if not fully deductible, so some of the compensation that we have provided to our executive officers in the past, and that we provide to our executive officers in the future, may not be deductible under Internal Revenue Code Section 162(m). Strategic Incentive Arrangements In connection with corporate acquisitions or other similar transactions, we may from time to time implement special incentive arrangements intended to promote synergies or other strategic objectives in which our employees, including our NEOs, may be eligible to participate. None of our NEOs participated in such an arrangement or received such a bonus in 2025.

  15. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table summarizes the compensation that our NEOs earned for the years indicated.

  16. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | J. Joel Quadracci Chairman and Chief Executive Officer | 2025 | 1,163,900 | — | 1,428,687 | 4,723,335 | 594,604 | 7,910,526 | | | 2024 | 1,130,000 | 1,407,000 | 1,626,000 | 3,692,778 | 324,487 | 8,180,265 | | Anthony C. Staniak Chief Financial Officer and Treasurer | 2025 | 650,000 | — | 386,215 | 1,225,849 | 39,525 | 2,301,589 | | | 2024 | 575,000 | 167,500 | 389,563 | 903,345 | 29,943 | 2,065,351 | | David J. Honan President and Chief Operating Officer | 2025 | 800,000 | — | 500,648 | 1,972,093 | 40,204 | 3,312,945 | | | 2024 | 775,000 | 586,250 | 592,813 | 1,565,678 | 39,448 | 3,559,189 | | Kelly A. Vanderboom Executive Vice President and Head of Agency Operations | 2025 | 600,000 | — | 200,262 | 964,962 | 43,061 | 1,808,285 | | | 2024 | 542,000 | 201,000 | 203,250 | 771,647 | 31,499 | 1,749,396 | | Dana B. Gruen General Counsel, Corporate Secretary, and Chief Risk & Compliance Officer | 2025 | 565,000 | — | 200,262 | 794,566 | 24,205 | 1,584,033 |

  17. 2025 SUMMARY COMPENSATION TABLE

    _____________________________ (1)Amounts shown in the “Bonus” column for 2024 reflect discretionary payments made with respect to the free cash flow component of our 2022 long-term incentive performance-based cash awards. (2)Amounts for 2025 are based on the aggregate grant date fair value of the restricted stock awards to our NEOs under our 2020 Plan as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For the assumptions used in the valuation of the awards, please see Note 16, “Equity Incentive Programs,” to the Company’s Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2025. (3)Amounts for 2025 reflect payments made in 2026 with respect to 2025 under our 2025 Annual Incentive Plan, payments for achievement of the new sales component of our 2023, 2024 and 2025 long-term incentive performance-based cash awards, and the free cash flow component of our 2023 long-term incentive performance-based cash awards, as described in the section titled “Compensation of Executive Officers - Compensation Discussion and Analysis - Determining the Amount of Each Element of Compensation - 2025 Annual Incentive Plan” and “--Long-Term Incentive Compensation” above. The amounts attributable to each arrangement were as follows:

  18. 2025 SUMMARY COMPENSATION TABLE

    | Name | 2025 Annual Incentive Plan ($) | 2025 Long-Term Incentive Cash Payment (2025 New Sales) ($) | 2024 Long-Term Incentive Cash Payment (2025 New Sales) ($) | 2023 Long-Term Incentive Cash Payment (2025 New Sales) ($) | 2023 Long-Term Incentive Cash Payment (Free Cash Flow) ($) | | J. Joel Quadracci | 1,454,875 | 597,974 | 574,056 | 502,299 | 1,594,131 | | Anthony C. Staniak | 552,500 | 161,453 | 137,534 | 89,696 | 284,666 | | David J. Honan | 680,000 | 209,290 | 209,291 | 209,291 | 664,221 | | Kelly A. Vanderboom | 510,000 | 83,715 | 71,757 | 71,757 | 227,733 | | Dana B. Gruen | 395,500 | 83,715 | 65,777 | 59,798 | 189,776 |

  19. 2025 SUMMARY COMPENSATION TABLE

    (4)Amounts reflect the following for individual NEOs for 2025: For Mr. Quadracci - $16,408 for club dues, $412,413 for personal use of our corporate aircraft (calculated as the portion of the variable costs of the aircraft attributable to personal use), $86,882 for personal and family security services, $8,060 for the cost of assistance with tax preparation, a matching contribution of $8,820 on 401(k) contributions, executive medical at a cost of $4,848 and a contribution of $57,173 to Mr. Quadracci’s SERP account. For Mr. Staniak - a matching contribution of $8,820 on 401(k) contributions, executive medical at a cost of $9,222 and a contribution of $21,483 to Mr. Staniak’s SERP account. For Mr. Honan - a matching contribution of $8,820 on 401(k) contributions, executive medical at a cost of $2,908, and a contribution of $28,476 to Mr. Honan’s SERP account. For Mr. Vanderboom - a matching contribution of $8,820 on 401(k) contributions, executive medical at a cost of $15,089 and a contribution of $19,152 to Mr. Vanderboom’s SERP account. For Ms. Gruen - a matching contribution of $8,820 on 401(k) contributions and a contribution of $15,385 to Ms. Gruen’s SERP account. (Perquisites are discussed further in the section titled “Compensation of Executive Officers - Compensation Discussion and Analysis - Retirement and Other Benefits - Perquisites and Other Personal Benefits” above).

  20. GRANTS OF PLAN BASED AWARDS IN 2025

    GRANTS OF PLAN BASED AWARDS IN 2025 The following table contains information concerning the plan-based equity and non-equity awards that were granted to our NEOs in 2025. The amounts shown in the columns under the heading “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” represent potential future payments at the time of grant only. At the time of grant, whether these amounts (or any portion thereof) would ultimately be received by the NEOs was uncertain because the awards were contingent on the achievement of performance goals and the NEOs’ continued employment. The awards in the columns under the heading “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” were granted under our annual cash incentive program for 2025 or as the performance cash portion of our long-term incentive program, and payment is or was contingent on our achievement of a given level of corporate performance, as described above in the section titled “Compensation of Executive Officers—Compensation Discussion and Analysis—Determining the Amount of Each Element of Compensation”. The amounts that were earned by our NEOs under our 2025 annual cash incentive program and the performance cash portion of our long-term incentive program are disclosed above in the “2025 Summary Compensation Table”.

  21. GRANTS OF PLAN BASED AWARDS IN 2025

    | Name | Grant Date | Date of Action to Approve | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(1) (#) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | | | | J. Joel Quadracci | 1/1/25 | 12/12/24 | — | — | — | 197,015 | 1,373,194 | | | 2/12/25 | 2/12/25 | — | — | — | 8,209 | 55,493 | | | — | — | 779,813(2) | 1,454,875(2) | 2,502,385(2) | — | — | | | | | — | 3,350,000(3) | 8,375,000(3) | — | — | | Anthony C. Staniak | 1/1/25 | 12/11/24 | — | — | — | 55,411 | 386,215 | | | — | — | 357,500(2) | 552,500(2) | 975,000(2) | — | — | | | | | — | 904,500(3) | 2,261,250(3) | — | — | | David J. Honan | 1/1/25 | 12/11/24 | — | — | — | 71,829 | 500,648 | | | — | — | 440,000(2) | 680,000(2) | 1,200,000(2) | — | — | | | | | — | 1,172,500(3) | 2,931,250(3) | — | — | | Kelly A. Vanderboom | 1/1/25 | 12/11/24 | — | — | — | 28,732 | 200,262 | | | — | — | 330,000(2) | 510,000(2) | 900,000(2) | — | — | | | | | — | 469,000(3) | 1,172,500(3) | — | — | | Dana B. Gruen | 1/1/25 | 12/11/24 | — | — | — | 28,732 | 200,262 | | | — | — | 282,500(2) | 395,500(2) | 649,750(2) | — | — | | | | | — | 469,000(3) | 1,172,500(3) | — | — |

  22. GRANTS OF PLAN BASED AWARDS IN 2025

    ______________________________ (1)The amounts shown in this column reflect the number of restricted shares or restricted stock units we granted to each NEO pursuant to our 2020 Plan. (2)Amounts represent potential future payouts pursuant to awards granted to Messrs. Quadracci, Staniak, Honan, and Vanderboom and Ms. Gruen under our annual cash incentive program. The amounts earned by our NEOs under our 2025 annual cash incentive program are disclosed above in the “2025 Summary Compensation Table”. (3)Amounts represent potential future payouts pursuant to awards granted to Messrs. Quadracci, Staniak, Honan, and Vanderboom and Ms. Gruen as the performance cash portion of their awards under our long-term incentive program. The amounts earned by our NEOs under the performance cash portion of our 2025 long-term incentive program for 2025 are disclosed above in the “2025 Summary Compensation Table”.

  23. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 The following table contains information concerning equity awards held by our NEOs that were outstanding as of December 31, 2025. No stock options were held by our NEOs as of December 31, 2025.

  24. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | | Stock Awards | | | | | Name | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | J. Joel Quadracci | 880,834(2) | 5,522,829 | — | — | | Anthony C. Staniak | 194,360(3) | 1,218,637 | — | — | | David J. Honan | 337,709(4) | 2,117,435 | — | — | | Kelly A. Vanderboom | 119,891(5) | 751,717 | — | — | | Dana B. Gruen | 103,963(6) | 651,848 | — | — |

  25. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    ______________________________ (1)Market value computed by multiplying the number of shares that have not vested by $6.27, which was the closing price of a share of our class A common stock on the last trading day of 2025. (2)375,610 shares vested on March 1, 2026, 300,000 shares vest on March 1, 2027 and 205,224 shares vest on March 1, 2028. (3)67,074 shares vested on March 1, 2026, 71,875 shares vest on March 1, 2027 and 55,411 shares vest on March 1, 2028. (4)156,505 shares vested on March 1, 2026, 109,375 shares vest on March 1, 2027 and 71,829 shares vest on March 1, 2028. (5)53,659 shares vested on March 1, 2026, 37,500 shares vest on March 1, 2027 and 28,732 shares vest on March 1, 2028. (6)40,856 shares vested on March 1, 2026, 34,375 shares vest on March 1, 2027 and 28,732 shares vest on March 1, 2028.

  26. OPTION EXERCISES AND STOCK VESTED IN 2025

    OPTION EXERCISES AND STOCK VESTED IN 2025 The following table contains information concerning restricted stock or restricted stock units that vested in 2025. No stock options were exercised by our NEOs in 2025.

  27. OPTION EXERCISES AND STOCK VESTED IN 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | J. Joel Quadracci | 370,589 | 2,327,299 | | Anthony C. Staniak | 44,118 | 277,061 | | David J. Honan | 154,412 | 969,707 | | Kelly A. Vanderboom | 52,942 | 332,476 | | Dana B. Gruen | 22,059 | 138,531 |

  28. OPTION EXERCISES AND STOCK VESTED IN 2025

    ______________________________ (1)Represents the gross number of shares or restricted stock units vesting multiplied by the closing price of our class A common stock on the NYSE on the last trading day prior to the date of vesting.

  29. 2025 PENSION BENEFITS

    2025 PENSION BENEFITS None of our NEOs participate in any of our defined benefit pension plans.

  30. 2025 NONQUALIFIED DEFERRED COMPENSATION

    2025 NONQUALIFIED DEFERRED COMPENSATION The following table sets forth certain information with respect to our NEOs’ participation in our SERP, which is a nonqualified deferred compensation plan that we maintain, during the year ended December 31, 2025. The material terms of the SERP are described after the table.

  31. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY(1) ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | J. Joel Quadracci | — | 57,173 | 53,333 | — | 1,656,380 | | Anthony C. Staniak | — | 21,483 | 2,465 | — | 95,391 | | David J. Honan | — | 28,476 | 9,168 | — | 303,371 | | Kelly A. Vanderboom | — | 19,152 | 5,202 | — | 175,139 | | Dana B. Gruen | — | 15,385 | 753 | — | 37,950 |

  32. 2025 NONQUALIFIED DEFERRED COMPENSATION

    ______________________________ (1)Amounts reflect the Company contributions that we cannot make under our Diversified Plan due to restrictions under the Internal Revenue Code. These amounts are also included in the “2025 Summary Compensation Table”. (2)These Aggregate Earnings are based on the Stable Asset Fund investment alternative under our Diversified Plan, are not “above-market or preferential earnings” as defined by the rules of the SEC and are therefore not required to be reported in the “2025 Summary Compensation Table”.

  33. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control As noted above under the heading “Retirement and Other Benefits -- Post-Termination and Change of Control Arrangements,” we maintain a Severance Plan that covers, or employment agreements with, our NEOs. These arrangements provide for severance benefits upon certain terminations of employment and obligate the NEOs to refrain from competing with us for two years following any termination of employment. The severance benefits are described above under the heading “Retirement and Other Benefits -- Post-Termination and Change of Control Arrangements.” The equity plans and related restricted stock, performance share and performance-based cash agreements under which our restricted stock, performance share and performance-based cash awards were granted also provide that, in the event of a change of control of our Company, all unvested shares of restricted stock will become immediately vested, and that all performance shares and performance-based cash awards that have not yet been earned will become earned at the target performance level. Amounts that have been earned under the performance-based cash awards but have not been paid as of the change of control will be paid in connection with the change of control. Upon a termination as a result of death or disability, all unvested shares of restricted stock will become immediately vested, and all performance shares will become earned at the target performance level and all performance-based cash awards will remain eligible to be earned based on actual performance. The restricted stock, performance share and performance-based cash agreements also provide that a portion of unvested restricted stock and unearned performance shares will become immediately vested or earned, as applicable, and a portion of unearned performance-based cash will remain eligible to be earned based on actual performance, upon retirement on or after age 65 (only if, in the case of restricted stock, the retirement is approved by an authorized senior executive). The Severance Plan does not provide for a gross-up for change of control related excise taxes. Instead, it contemplates a “best net” approach under which, if any payment or distribution to a covered NEO in connection with a change of control would trigger the excise tax imposed by Internal Revenue Code Section 4999, then the payment or distribution will either be made in full or reduced to a level that would not trigger the excise tax, whichever would result in the best after-tax position for the covered NEO. The employment agreement with Mr. Quadracci, by contrast, provides that if any payment or benefit to Mr. Quadracci would trigger the excise tax imposed by Internal Revenue Code Section 4999, then we would make an additional gross-up payment to him so that, after payment of income tax and excise tax on this gross-up payment, he would receive the same after-tax amount as if the excise tax did not apply. A “change of control” of our Company is generally defined for purposes of the equity plans to include any person or group acquiring ownership of our common stock that, together with such stock already held by such person or group, constitutes more than 50% of the total voting power of our common stock. Transfers to (i) lineal descendants of the transferor, (ii) spouses of the transferor or such lineal descendants, or (iii) trusts, partnerships or other legal entities for the benefit of the transferor or any of the transferees described in (i) or (ii) are not considered in determining whether a change of control has occurred.

  34. Quantification of Potential Payments on a Change of Control or Termination Event

    Quantification of Potential Payments on a Change of Control or Termination Event The tables below reflect the amount of compensation that would be paid to each of our NEOs in the event of a change of control of our Company and/or a triggering termination of such NEO’s employment with our Company. The amounts shown in the tables below assume, among other things, that the applicable triggering event occurred on the last business day of 2025, and include estimates of the amounts that would be paid to the NEOs following the triggering event. The tables only include additional benefits that result from the termination and do not include any amounts or benefits earned, vested, accrued or owing under any plan for any other reason. The actual amounts to be paid can only be determined at the time of the triggering event. Payments of severance under the arrangements are generally made in a lump sum following a change of control, or in installments in the event of a qualifying termination prior to a change of control. The following table sets forth the estimated amounts that would have become payable to our NEOs if a change in control of our Company and a triggering employment termination had occurred on December 31, 2025:

  35. Quantification of Potential Payments on a Change of Control or Termination Event

    | Executive | Severance(1) ($) | Pro Rated Current Year Target Bonus(1) ($) | Performance-Based Cash ($) | Restricted Stock Vesting(2) ($) | Outplacement(1)(3) ($) | Welfare and Insurance Coverage(1) ($) | Excise Tax Gross Up or “Best-Net” Reduction ($) | Totals(4) ($) | | J. Joel Quadracci | 7,856,325 | 1,454,875 | 8,204,127 | 5,522,829 | 50,000 | 87,906 | — | 23,176,062 | | Anthony C. Staniak | 2,405,000 | 552,500 | 1,940,766 | 1,218,637 | 50,000 | 32,803 | — | 6,199,706 | | David J. Honan | 2,960,000 | 680,000 | 3,050,844 | 2,117,435 | 50,000 | 57,542 | (310,601) | 8,605,220 | | Kelly A. Vanderboom | 2,220,000 | 510,000 | 1,113,796 | 751,717 | 50,000 | 63,014 | — | 4,708,527 | | Dana B. Gruen | 1,921,000 | 395,500 | 1,035,567 | 651,848 | 50,000 | 60,836 | — | 4,114,751 | | Totals | 17,362,325 | 3,592,875 | 15,345,100 | 10,262,466 | 250,000 | 302,101 | (310,601) | 46,804,266 |

  36. Quantification of Potential Payments on a Change of Control or Termination Event

    ______________________________ (1)Triggered solely upon a covered termination of the NEO. (2)Reflects an assumed value per share of $6.27, which was the closing price of a share of our class A common stock on the last trading day of 2025. (3)Outplacement services are assumed to be $50,000 per year. (4)Amounts assume that no fringe benefit policies would apply to an NEO following termination. The NEOs would also receive payment of their SERP benefits as disclosed in the 2025 Nonqualified Deferred Compensation table above. The following table sets forth the estimated value of accelerated vesting that would have occurred with respect to the performance-based cash awards and equity grants of our NEOs if a change in control of our Company, but no termination of employment, had occurred on December 31, 2025:

  37. Quantification of Potential Payments on a Change of Control or Termination Event

    | Executive | Performance-Based Cash ($) | Restricted Stock Vesting (1) ($) | Excise Tax Gross Up or “Best-Net” Reduction ($) | Totals ($) | | J. Joel Quadracci | 8,204,127 | 5,522,829 | — | 13,726,956 | | Anthony C. Staniak | 1,940,766 | 1,218,637 | — | 3,159,403 | | David J. Honan | 3,050,844 | 2,117,435 | — | 5,168,279 | | Kelly A. Vanderboom | 1,113,796 | 751,717 | — | 1,865,513 | | Dana B. Gruen | 1,035,567 | 651,848 | — | 1,687,415 | | Totals | 15,345,100 | 10,262,466 | — | 25,607,566 |

  38. Quantification of Potential Payments on a Change of Control or Termination Event

    (1)Reflects an assumed value per share of $6.27, which was the closing price of a share of our class A common stock on the last trading day of 2025. The following table sets forth the estimated amounts that would have become payable to each of our NEOs under their employment arrangements if a triggering employment termination (but no change of control) had occurred on December 31, 2025:

  39. Quantification of Potential Payments on a Change of Control or Termination Event

    | Executive | Cash Termination Payment ($) | Pro Rated Current Year Bonus($) | Outplacement(1) ($) | Welfare and Insurance Coverage ($) | Totals(2) ($) | | J. Joel Quadracci | 5,237,550 | 1,454,875 | 50,000 | 58,604 | 6,801,029 | | Anthony C. Staniak | 1,202,500 | 552,500 | 50,000 | 16,401 | 1,821,401 | | David J. Honan | 1,480,000 | 680,000 | 50,000 | 28,771 | 2,238,771 | | Kelly A. Vanderboom | 1,110,000 | 510,000 | 50,000 | 31,507 | 1,701,507 | | Dana B. Gruen | 960,500 | 395,500 | 50,000 | 30,418 | 1,436,418 | | Totals | 9,990,550 | 3,592,875 | 250,000 | 165,701 | 13,999,126 |

  40. Quantification of Potential Payments on a Change of Control or Termination Event

    ______________________________ (1)Outplacement services are assumed to be $50,000 per year. (2)Amounts assume that no fringe benefit policies would apply to an NEO following termination. The following table sets forth the estimated amounts that would have become payable to our NEOs under their employment and incentive compensation arrangements if their employment had been terminated as a result of death or disability on December 31, 2025:

  41. Quantification of Potential Payments on a Change of Control or Termination Event

    | Executive | Base Salary Continuation(1) ($) | Performance-Based Cash(2) ($) | Restricted Stock Vesting(3) ($) | Totals(4) ($) | | J. Joel Quadracci | 4,724,845 | 8,204,127 | 5,522,829 | 18,451,801 | | Anthony C. Staniak | 3,008,383 | 1,940,766 | 1,218,637 | 6,167,786 | | David J. Honan | 3,219,773 | 3,050,844 | 2,117,435 | 8,388,052 | | Kelly A. Vanderboom | 2,776,969 | 1,113,796 | 751,717 | 4,642,482 | | Dana B. Gruen | 2,614,979 | 1,035,567 | 651,848 | 4,302,394 | | Totals | 16,344,949 | 15,345,100 | 10,262,466 | 41,952,515 |

  42. Quantification of Potential Payments on a Change of Control or Termination Event

    ______________________________ (1)Triggered solely upon the death of the NEO, and payable over a period of 120 months (97 months for Mr. Quadracci and 96 months for Mr. Honan). All of the amounts shown are present values of the expected benefits and assume the spouse of each NEO, if applicable, will live until at least December 31, 2035. (2)Payout upon death or disability will be based on actual performance. For purposes of the calculations reflected in the table, for unearned performance cash, it is assumed that the performance goals will be achieved at target. (3)Reflects an assumed value per share of $6.27, which was the closing price of a share of our class A common stock on the last trading day of 2025. (4)The NEOs would also receive payment of their SERP benefits as disclosed in the 2025 Nonqualified Deferred Compensation table above.

  43. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of Quad for each of the last three completed fiscal years. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Executive Compensation - Compensation Discussion and Analysis.”

  44. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(5) | Net Income (Loss) (millions)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | $7,910,526 | $7,141,872 | $2,251,713 | $2,091,048 | $165.93 | $27.0 | | 2024 | $8,180,265 | $9,962,175 | $2,323,693 | $2,692,073 | $175.74 | $(50.9) | | 2023 | $8,510,486 | $10,085,423 | $2,029,096 | $2,324,073 | $132.84 | $(55.4) |

  45. PAY VERSUS PERFORMANCE

    ______________________________ (1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Quadracci (our Chairman and Chief Executive Officer) for each corresponding year in the “Total” column of the “2025 Summary Compensation Table”. (2)The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Quadracci, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Quadracci during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Quadracci’s total compensation for each year to determine the compensation actually paid:

  46. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Awards Adjustments(b) | Compensation Actually Paid to PEO | | 2025 | $7,910,526 | $1,428,687 | $660,033 | $7,141,872 | | 2024 | $8,180,265 | $1,626,000 | $3,407,910 | $9,962,175 | | 2023 | $8,510,486 | $1,532,489 | $3,107,426 | $10,085,423 |

  47. PAY VERSUS PERFORMANCE

    ______________________________ (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the “2025 Summary Compensation Table” for the applicable year. (b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  48. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the end of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Options Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2025 | $1,286,754 | $(472,927) | $— | $(255,706) | $— | $101,912 | $660,033 | | 2024 | $2,091,000 | $1,156,608 | $— | $147,374 | $— | $12,928 | $3,407,910 | | 2023 | $2,035,806 | $843,048 | $— | $192,858 | $— | $35,714 | $3,107,426 |

  49. PAY VERSUS PERFORMANCE

    (3)The dollar amounts reported in column (d) represent the average of the amounts reported for our named executive officers (NEOs) as a group (excluding Mr. Quadracci) in the “Total” column of the “2025 Summary Compensation Table” in each applicable year. The names of each of the NEOs (excluding Mr. Quadracci) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Messrs. Staniak, Honan, and Vanderboom and Ms. Gruen; (ii) for 2024, Messrs. Staniak, Honan, and Vanderboom and Eric Ashworth (former Executive Vice President of Product and Market Strategy); and (iii) for 2023, Messrs. Staniak, Honan, Ashworth and Vanderboom. (4)The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to our NEOs as a group (excluding Mr. Quadracci), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Quadracci) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments shown in the table immediately below were made to average total compensation for the NEOs as a group (excluding Mr. Quadracci) for each year to determine the compensation actually paid, using the same methodology described above in Note 2.

  50. PAY VERSUS PERFORMANCE

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $2,251,713 | $321,847 | $161,182 | $2,091,048 | | 2024 | $2,323,693 | $347,219 | $715,599 | $2,692,073 | | 2023 | $2,029,096 | $337,515 | $632,492 | $2,324,073 |

  51. PAY VERSUS PERFORMANCE

    ______________________________ (a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  52. PAY VERSUS PERFORMANCE

    | Year | Average Year End Fair Value of Equity Awards | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the end of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Options Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2025 | $289,524 | $(99,963) | $— | $(47,184) | $— | $18,805 | $161,182 | | 2024 | $446,515 | $246,183 | $— | $21,054 | $— | $1,847 | $715,599 | | 2023 | $448,366 | $151,473 | $— | $27,551 | $— | $5,102 | $632,492 |

  53. PAY VERSUS PERFORMANCE

    (5)Cumulative TSR is calculated by dividing the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period, assuming an investment of $100 as of December 31, 2022. (6)The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year.

  54. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” our executive compensation program reflects a pay-for-performance philosophy. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphs that describe the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid and Cumulative TSR The following graph illustrates the relationship between compensation actually paid to our PEO (Mr. Quadracci) and the average compensation actually paid to our NEOs as a group (excluding Mr. Quadracci) and our cumulative TSR assuming an initial fixed investment on December 31, 2022 of $100 over the three years presented in the table. Compensation Actually Paid and Net Income (Loss) The following graph illustrates the relationship between compensation actually paid to our PEO (Mr. Quadracci) and the average compensation actually paid to our NEOs as a group (excluding Mr. Quadracci) and our net income (loss) over the three years presented in the table.

  55. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company maintained the following compensation program for its non-employee directors in 2025: an annual retainer of $235,000, to be paid one-half in cash and one-half in the form of deferred stock units. The program also includes an additional retainer of $25,000 for the chairperson of the audit committee, $20,000 for the chairperson of the compensation committee and $17,000 for the chairperson of the finance committee. The number of deferred stock units actually awarded was determined using a 20-trading day volume-weighted average price prior to the grant date. The Company has adopted the Quad/Graphics, Inc. Non-Employee Director Deferred Compensation Plan under which non-employee directors may elect to defer their cash retainers or elect deferred stock units in lieu of cash fees. The following table summarizes the compensation of the Company’s non-employee directors for 2025. As an employee-director in 2025, J. Joel Quadracci did not receive any compensation for his service as a director, and is therefore omitted from the table. Mr. Quadracci’s compensation for serving as the Company’s Chairman and Chief Executive Officer is set forth in this proxy statement under the section titled “Compensation of Executive Officers.” The Company also reimbursed each of its directors, including its employee directors, for expenses incurred in connection with attendance at meetings of the Board and its committees.

  56. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | Douglas P. Buth | 142,500 | 123,222 | 10,000 | 275,722 | | Beth-Ann Eason | 117,500 | 123,222 | 10,000 | 250,722 | | Kathryn Quadracci Flores(3) | 117,500 | 123,222 | 10,000 | 250,722 | | John C. Fowler | 117,500 | 123,222 | 20,000 | 260,722 | | Stephen M. Fuller | 117,500 | 123,222 | 10,000 | 250,722 | | Christopher B. Harned | 134,500 | 123,222 | 10,000 | 267,722 | | Melanie A. Huet | 117,500 | 123,222 | 10,000 | 250,722 | | Jay O. Rothman | 137,500 | 123,222 | 10,000 | 270,722 | | John S. Shiely(4) | 88,125 | — | — | 88,125 |

  57. DIRECTOR COMPENSATION

    ______________________________ (1)Amounts are based on the aggregate grant date fair value of the awards to the directors under the Company’s 2020 Omnibus Incentive Plan as determined in accordance with FASB ASC Topic 718. For the assumptions used in the valuation of the awards to the Company’s non-employee directors, please see Note 16, “Equity Incentive Programs,” to the Company’s Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2025. (2)Consists of a payment of $10,000 for charitable contributions made during the year in the indicated director’s name and, for Mr. Fowler, a payment of $10,000 pursuant to an arrangement entitling him and his family to reimbursement of a limited amount of medical costs per year. (3)Does not include the compensation Dr. Flores received in 2025 in her role at QuadMed, LLC, a wholly owned subsidiary of the Company. Please see “Corporate Governance - Certain Relationships and Related Person Transactions” above for that information. (4)Mr. Shiely retired from the Board at the 2025 Annual Meeting. He did not receive a grant of deferred stock units in 2025, and no charitable contribution was made in his name during the year.