Jay Rothman
Director at QUAD
Board
About Jay O. Rothman
Jay O. Rothman (age 65) has served as an independent director of Quad/Graphics, Inc. since 2017. He is President of the Universities of Wisconsin (since June 2022), and previously served as Chairman & CEO of Foley & Lardner LLP (2011–May 2022), where he was a partner since 1994 after joining the firm in 1986. He holds a B.A. from Marquette University (1982) and a J.D. from Harvard Law School (1985). He currently chairs Quad’s Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foley & Lardner LLP | Chairman & CEO | Jun 2011 – May 2022 | Led national law firm; previously partner since 1994; joined 1986 |
| Foley & Lardner LLP | Partner | Feb 1994 – May 2022 | Member of firm’s Management Committee since 2002 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Universities of Wisconsin | President | Since Jun 2022 | State university system leader |
| Mayville Engineering Company, Inc. | Director | Current | Public company directorship |
Board Governance
- Independence and role: The Board determined Rothman is independent under NYSE rules; he is Chair of the Compensation Committee, which met six times in 2024 and engaged FW Cook as its independent consultant. He also serves on a Section 16 subcommittee with Buth and Eason.
- Committee structure and leadership: Compensation Committee members in 2024 were Rothman (chair), Buth, Fowler, and Eason. Rothman signed the Compensation Committee Report.
- Board and committee activity: The Board held 7 meetings in 2024; each director attended at least 75% of Board/committee meetings. All directors then serving attended the 2024 Annual Meeting.
- Controlled company and oversight: Quad is a “controlled company” under NYSE rules due to the Quad Voting Trust (>50% voting power); it does not maintain a nominating committee and does not have a lead independent director.
- Risk oversight and executive sessions: Risk is overseen by the full Board, with audit (including cybersecurity/AI), compensation, and finance committees handling specific domains. Directors regularly meet in executive session without management; independent directors also hold separate sessions.
- Related-party policy: Board-approved policy requires independent director review/approval of related-person transactions >$120,000. No related-person transactions were disclosed for Rothman.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $122,500 | Fees earned/paid in cash |
| Stock awards (deferred stock units) | $125,000 | Grant-date fair value under 2020 Plan |
| All other compensation | $10,000 | Charitable contribution in director’s name |
| Total | $257,500 | Sum of components |
Program structure: Non-employee directors receive a $235,000 annual retainer, paid half in cash and half in deferred stock units; committee chair adders include $20,000 for Compensation Committee chair. Directors may elect to defer cash or receive DSUs in lieu of cash.
Performance Compensation
| Plan | Metric(s) | Payout Basis | Notes |
|---|---|---|---|
| None disclosed for directors | N/A | N/A | Director compensation is retainer/DSUs; no performance-conditioned director pay disclosed in 2024. |
Other Directorships & Interlocks
| Company/Organization | Role | Overlap with Quad stakeholders | Notes |
|---|---|---|---|
| Mayville Engineering Company, Inc. | Director | None disclosed | Public company board; no related-party transactions with Quad disclosed. |
Expertise & Qualifications
- Legal and governance: Former Chairman & CEO of Foley & Lardner LLP; business attorney with long-standing management committee experience, providing governance, legal, and executive leadership expertise to Quad’s Board and Compensation Committee.
- Public-sector leadership: President of the Universities of Wisconsin since June 2022, adding large-scale organizational leadership experience.
- Education: B.A., Marquette University (1982); J.D., Harvard Law School (1985).
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Class A shares beneficially owned | 167,718 | Includes 164,018 DSUs convertible within 60 days |
| % of Class A outstanding | <1% | Denoted “*” in beneficial ownership table |
| Class B shares | — | None reported |
| Shares pledged | None disclosed | Ownership footnotes for Rothman do not note pledging; pledging requires prior approval under policy |
| Hedging/pledging policy | Prohibited / limited | Company prohibits hedging; pledging requires prior approval |
| Director ownership guideline | 4x cash retainer | Applies to non-employee directors; 50% post-vest holding until guideline met; individual compliance not disclosed |
Governance Assessment
- Positives
- Independent director and Compensation Committee Chair; committee met six times, uses independent consultant (FW Cook), and maintains stock ownership guidelines and clawback/recoupment coverage for awards.
- Strong say-on-pay support (97% approval in 2023), suggesting shareholder acceptance of executive pay framework during the period before Rothman’s chair tenure.
- Robust insider trading, hedging/pledging controls; regular independent director executive sessions; all directors met attendance expectations.
- Potential concerns and watch items
- Controlled company structure with concentrated voting power and no lead independent director reduces minority shareholder influence.
- Compensation Committee exercised discretion to pay the free cash flow tranche of 2022–2024 long-term cash awards at 100% of target despite not achieving the free cash flow threshold, citing interest rate and other external factors—this can be viewed as a pay-for-performance softening; the CEO’s payout was approved by the Board. Monitor for recurrence.
- Family interlocks (e.g., Quadracci and Flores family roles) and related-party disclosures (e.g., employment of a director’s family member, director-officer subsidiary role) represent broader governance complexity, though none involve Rothman directly.
Additional Signals and Policies Relevant to Alignment
- Clawbacks: All awards under the 2020 Omnibus Incentive Plan are subject to recoupment/clawback and stock ownership/holding policies, and any applicable listing standards.
- Section 16 compliance: The company reported all directors and officers complied with Section 16(a) filing requirements for 2024.
No related-party transactions or pledging involving Rothman were disclosed in the latest proxy.