John Fowler
Director at QUAD
Board
About John C. Fowler
John C. Fowler (age 74) has served on Quad’s Board since 2016. He is a former Vice Chairman and EVP of Global Strategy & Corporate Development (2014–2017) and prior CFO (2005–2014; controller since 1980), and currently serves as a member of the Compensation Committee. He holds bachelor’s degrees in economics and accounting (summa cum laude) from Tufts University and Iowa State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quad/Graphics, Inc. | Vice Chairman & EVP, Global Strategy & Corporate Development | Mar 2014–Dec 2017 | Led strategy and corporate development; retirement transition concluded end-2017 |
| Quad/Graphics, Inc. | EVP & CFO | Jul 2010–Mar 2014 | Oversaw Finance, Treasury, Accounting, Tax, IR, Business Development, Global Procurement |
| Quad/Graphics, Inc. | SVP & CFO | May 2005–Jul 2010 | Finance leadership |
| Quad/Graphics, Inc. | VP & Controller | 1980–May 2005 | Top financial position; architected financing growth and acquisitions |
| Arthur Andersen LLP | Auditor (audit/tax manager) | ~1974–1980 | Early career in Milwaukee office |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mandel Group, Inc. | Director | Elected Nov 2018–Present | Current board role |
| L’Eft Bank Wine Company | Director | Ongoing | Current board role |
| TAI Diagnostics, Inc. | Chairman of the Board | Historical | Listed in 2016 8-K press release |
| Manipal Technologies Ltd. | Director | Historical | Listed in 2016 8-K press release |
| Various private/VC companies | Director (former) | Historical | Past boards successfully sold |
Board Governance
- Independence: Not independent under NYSE rules and Quad’s standards due to prior executive roles and related ties .
- Committee roles: Member, Compensation Committee (chairs: Jay O. Rothman; other members Douglas P. Buth, Beth-Ann Eason) .
- Committee meetings in 2024: Compensation 6 meetings; Audit 5; Finance 3 .
- Attendance: The Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Controlled company: Quad is a NYSE “controlled company” via the Quad Voting Trust; exemptions allow non‑independent membership on certain committees (no lead independent director) .
- Executive sessions: Regular executive sessions of non‑management and independent directors are held .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned/paid in cash | $132,500 | Non-employee director program; includes committee roles; cash portion of retainer |
| Stock awards (deferred stock units) | $125,000 | Equity portion of retainer; DSUs determined using 20-trading-day VWAP |
| All other compensation | $20,000 | Medical reimbursement benefit |
| Total | $277,500 | Sum of components |
| Standard annual retainer | $235,000 | Half cash, half DSUs (program terms) |
| Chair retainers (program terms) | Audit $25,000; Compensation $20,000; Finance $17,000 | Incremental for committee chairs; Fowler is not a chair |
| Non-employee director plan cap | $675,000 (cash+equity value) | Annual maximum per director under 2020 Plan |
Performance Compensation
Quad’s Compensation Committee (of which Fowler is a member) oversees executive pay-for-performance. The 2024 metrics and outcomes inform governance quality and alignment.
| Performance Program | Metric | Threshold | Target | Maximum | 2024 Outcome | Payout Impact |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Adjusted EBITDA | $185M | $220–235M | ≥$250M | $224M (target) | At-target payout approved |
| Annual Cash Incentive (gate) | Free Cash Flow (FCF) | ≥$40M | — | — | $56M (met) | Gate satisfied |
| LT Incentive (2024–2026) | New Sales (annual tranches) | $207M | $243M | $280M | $257M (above target) | 154.7% of target on 2024 tranche |
| LT Incentive (2024–2026) | FCF (3-year) | Program KPI | Program KPI | Program KPI | In progress | Future-dated |
| LT Incentive (2022–2024) | FCF (3-year) | Not achieved | — | — | Committee approved 100% target payout for FCF portion (NEOs other than CEO), CEO via Board | Discretionary adjustment |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | Fowler’s daughter, Elizabeth Prahl, employed by Quad as Senior Director, Data Platform & Partnership; 2024 total compensation $259,064 . Fowler serves on the Compensation Committee (not independent) alongside independent members . |
| Controlled Company Dynamics | Voting Trust trustees are J. Joel Quadracci, Kathryn Quadracci Flores, and Elizabeth Quadracci Harned; trust holds >50% voting power . |
Expertise & Qualifications
- Deep financial and corporate development leadership across four decades at Quad; architected financing for major expansion/acquisitions (Worldcolor 2010, Vertis 2013, Brown Printing 2014) .
- Formal financial training and audit background (Arthur Andersen); dual degrees in economics and accounting .
- Board service across private companies; strategic planning and governance experience .
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A Common Stock | 217,086 | <1% | Includes 164,018 DSUs receivable within 60 days |
| Class B Common Stock | 21,416 | <1% | Held by trusts where Fowler is trustee, not a beneficiary |
| Ownership Guidelines | Directors must hold ≥4× cash portion of annual retainer; retention of 50% of shares until compliant . | — | Applies to all non-employee directors |
| Hedging/Pledging | Hedging prohibited; pledging requires pre-approval . | — | Policy applies to directors |
Governance Assessment
- Independence and committee composition: Fowler is not independent and serves on the Compensation Committee. In a controlled company structure, this is permissible but reduces the fully independent oversight of executive compensation, elevating governance sensitivity for investors .
- Attendance and engagement: Board met seven times in 2024 and all directors met the ≥75% attendance threshold, supporting baseline engagement expectations .
- Pay-for-performance oversight quality: The committee uses quantitative metrics (Adjusted EBITDA, FCF gate, multi-year New Sales/FCF) and applies discretion when macro factors impede targets (e.g., 2022–2024 FCF), indicating active calibration. However, discretionary payouts are an investor watchpoint for alignment rigor .
- Ownership alignment: Fowler holds meaningful equity and DSUs; director ownership guidelines and anti‑hedging policies support alignment. No pledging disclosures; DSUs count toward compliance .
- Related party exposure: Fowler’s immediate family employed at Quad while he sits on the Compensation Committee; although common in controlled companies, this is a potential conflict and should be monitored for recusal and process integrity. RED FLAG .
- Controlled company risks: The Voting Trust’s dominance and absence of a lead independent director concentrate governance power; independent Audit Committee and executive sessions partially mitigate. Investors should weigh this in confidence assessments. RED FLAG .
- Director compensation mix: Standardized program (cash + DSUs) with modest perquisites; Fowler’s 2024 mix was ~48% cash / 45% DSUs / 7% other, broadly reasonable for peer norms .
- Shareholder sentiment: Say‑on‑pay support was >97% in 2023, indicating broad approval of compensation practices at that time; next vote expected in 2026 .
Say‑on‑Pay & Policy References: 97% approval in May 2023; clawback and recoupment provisions apply to awards; non‑employee director compensation limited under plan; no 280G excise tax gross‑ups in plan (best‑net approach for covered participants) .