Douglas Buth
Director at QUAD
Board
About Douglas P. Buth
Douglas P. Buth, age 70, has served on Quad/Graphics’ Board since 2005; he is a CPA who earned a B.B.A. in Accounting from the University of Notre Dame (1977) and qualified with PwC in 1979, followed by finance roles at Saks Fifth Avenue and BATUS and ultimately Chairman & CEO of Appvion (Appleton Papers) until retiring in 2005 . He currently chairs Quad’s Audit Committee and serves on the Compensation and Finance Committees, and is deemed independent under NYSE standards; he is also recognized by the Board as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Appvion, Inc. (Appleton Papers) | Chairman & CEO; previously GM/EVP, strategic planning, marketing/sales | Retired in 2005 (prior roles not dated) | Led publicly traded paper producer; executive leadership experience |
| Paperweight Development Corp. (Appvion parent) | CEO & President | Retired in 2005 | Parent-company leadership |
| PricewaterhouseCoopers LLP | Qualified as CPA | 1979 | Foundational accounting credentials |
| Saks Fifth Avenue; BATUS, Inc. | Financial positions | Not disclosed | Corporate finance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trek Bicycle Corporation | Director; Audit Committee Chair; Compensation Committee member | Current | Chairs Audit; contributes to compensation oversight |
| Grange Mutual Insurance Company | Director (retired 2021) | Retired 2021 | Chaired Compensation; member Investment and Audit Committees |
Board Governance
- Independence: Buth is independent under NYSE and Board standards .
- Committee assignments and meeting cadence in 2024: Audit (Chair; 5 meetings) , Compensation (Member; 6 meetings) , Finance (Member; 3 meetings) .
- Audit Committee financial expert: Board determined Buth (and certain peers) qualify as “audit committee financial expert” under SEC rules .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting .
- Controlled company status: Quad is a NYSE “controlled company” via the Quad Voting Trust, exempt from certain governance requirements; Board currently combines Chair/CEO roles and does not have a lead independent director .
Fixed Compensation
- 2024 non-employee director program: Annual retainer $235,000 (50% cash, 50% deferred stock units); chair retainers: Audit $25,000, Compensation $20,000, Finance $17,000; DSUs determined using 20-trading-day VWAP; directors may also defer cash under the Non-Employee Director Deferred Compensation Plan .
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (total) | $235,000 | Paid 50% cash, 50% DSUs |
| Audit Chair retainer | $25,000 | Additional to annual retainer |
| Compensation Chair retainer | $20,000 | Additional to annual retainer |
| Finance Chair retainer | $17,000 | Additional to annual retainer |
| 2024 Director Compensation (Buth) | Amount ($) |
|---|---|
| Fees earned or paid in cash | $142,500 |
| Stock awards (DSUs grant-date fair value) | $125,000 |
| All other compensation (charitable matching) | $10,000 |
| Total | $277,500 |
Other Directorships & Interlocks
| Company | Relationship to Quad | Notes |
|---|---|---|
| Trek Bicycle Corporation | No disclosed related-party or supplier/customer interlock | Private company; Buth serves on Audit (Chair) and Compensation Committees |
| Grange Mutual Insurance Company | No disclosed related-party interlock | Buth retired in 2021; prior committee leadership roles |
Expertise & Qualifications
- CPA; deep financial oversight and public-company leadership background aligning with Audit Committee chair role .
- Designated audit committee financial expert by Quad’s Board .
- Experience across strategic planning, marketing/sales, and general management enhances board effectiveness .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Class A shares beneficially owned | 142,197 (<1%) | |
| Deferred Stock Units (receivable within 60 days) | 64,530 | |
| Class B shares beneficially owned | — (<1%) | |
| Hedging/Pledging policy | Hedging prohibited; pledging requires pre-approval |
Shareholder Voting Support (Director Elections)
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| For votes (%) | 93.69% | 94.32% | 92.00% |
| Withheld votes (%) | 6.31% | 5.68% | 8.00% |
Governance Assessment
- Strengths: Independent director; Audit Chair and SEC-designated financial expert; strong attendance; meaningful equity via DSUs; shareholder support consistently above 90% For, signaling investor confidence .
- Risks/RED FLAGS to monitor: Controlled company exemptions (no independent nominating committee; majority-independent not required); combined Chair/CEO and no lead independent director; extensive family affiliations on Board that can raise perceived conflicts, though Buth himself has no disclosed related-party transactions .
- Alignment policies: Director stock ownership guidelines require holding at least four times the cash portion of annual retainer; hedging prohibited and pledging requires prior approval, supporting alignment and risk discipline (individual compliance status for Buth not specifically disclosed) .
Related-Party Exposure
- Company policy requires independent director review/approval of related person transactions >$120,000; no related-party transactions disclosed for Buth in the 2025 proxy .
Say-on-Pay & Shareholder Feedback
- Most recent Say-on-Pay (2023): >97% approval; triennial frequency selected; next vote expected at 2026 Annual Meeting—signals broad investor support for compensation governance practices (executive program) .
Compensation Committee Analysis (Context)
- Compensation Committee membership includes Buth; FW Cook engaged as independent consultant in 2024; no consultant conflicts reported .
- Committee oversees ownership guidelines and director compensation; indicates active governance on alignment and pay practices .
Summary Implications for Investors
- Buth’s profile and committee leadership enhance audit oversight and financial rigor, positive for board effectiveness .
- Controlled-company structure and family interlocks present governance perception risks; continued independent oversight and strong voting support mitigate but warrant monitoring .