Melanie Huet

About Melanie A. Huet

Independent director since 2023; age 49. Currently Chief Marketing Officer at Newell Brands with global responsibility across brand, digital, DTC, omni enablement, innovation, insights, and packaging. Prior roles include senior marketing leadership at Serta Simmons Bedding (CMO; EVP & Chief Commerce Officer), KraftHeinz, Kimberly-Clark, and Unilever; MBA (University of Rochester) and bachelor’s (University of St. Thomas, MN). Member of Quad’s Audit Committee; designated independent under NYSE rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
Serta Simmons Bedding	Chief Marketing Officer; EVP & Chief Commerce Officer	2019–2022	Led shift from sales-led to consumer-led; Company filed for Chapter 11 in Jan 2023 (contextual risk)
KraftHeinz	Vice President, Marketing	2017–2018	Brand management leadership
Kimberly-Clark	Various marketing roles	2011–2016	Consumer engagement, innovation
Unilever	Marketing and sales roles	2005–2011	FMCG marketing foundation

External Roles

Organization	Role	Tenure	Notes
Newell Brands	Chief Marketing Officer	2023–present	Global brand, digital, DTC, innovation mandates

Board Governance

Committee assignments: Audit Committee member; audit committee held five meetings in 2024; audit report signed by Huet .
Independence: Board determined Huet is independent under NYSE and Board standards .
Attendance: Board held seven meetings in 2024; each director attended at least 75% of Board/committee meetings; all directors attended 2024 annual meeting .
Controlled company: Quad is NYSE “controlled company” (Voting Trust >50% voting power), exempt from certain governance requirements (no nominating committee; majority-independent board not required) .

Governance Item	2024 Status	Notes
Audit Committee	Member	Committee independent; 5 meetings in 2024
Independence	Independent	NYSE & Board standards
Board Meetings Attended	≥75%	Company statement for all directors
Annual Meeting Attendance	Yes	All directors attended 2024 meeting
Executive Sessions	Regularly held	Non-management and independent director sessions

Fixed Compensation

Program: Annual non-employee director retainer $235,000 (50% cash, 50% deferred stock units); chair retainers: Audit $25,000, Compensation $20,000, Finance $17,000; DSUs based on 20-day VWAP; directors may elect to defer cash fees into DSUs .
Ms. Huet received 2024 cash fees and DSUs; in 2023 (appointed Oct 3), she did not receive the cash retainer (paid in arrears) .

Year	Fees Earned/Paid in Cash ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
2023	—	77,941	10,000	87,941
2024	117,500	125,000	10,000	252,500

Performance Compensation

Director equity is delivered as deferred stock units; awards are time-based (no performance metrics for director DSUs). Non-employee director annual award limit under the Omnibus Plan: $675,000 total value (cash plus equity) per fiscal year, with Board discretion for limited exceptions .

Component	Structure	Metric/Trigger
Deferred Stock Units (DSUs)	50% of annual retainer; also optional deferral of cash into DSUs	Time-based; DSUs valued on 20-day VWAP prior to grant
Annual Cash Retainer	50% of annual retainer	None (fixed)
Plan Cap	$675,000 (cash + equity) per non-employee director per year	Plan limit (grant date fair value basis)

Other Directorships & Interlocks

Category	Details
Current public company boards	None disclosed for Huet
Committee positions at other public companies	None disclosed
Interlocks/related-party ties	None disclosed involving Huet

Expertise & Qualifications

Education: MBA (University of Rochester); bachelor’s (University of St. Thomas, MN) .
Domain expertise: Brand management, consumer engagement, innovation; digital/omni-channel marketing; packaging .
Board-relevant skills: Marketing leadership in consumer products; audit committee service and financial oversight exposure through committee work .

Equity Ownership

Item	Amount	Notes
Beneficial ownership – Class A	42,559 shares (DSUs)
% of Class A outstanding	~0.1147% (42,559 ÷ 37,099,534 )
Options	None outstanding for non-employee directors
Pledging/Hedging	Company prohibits hedging; pledging requires pre-approval
Director ownership guideline	4x cash portion of annual retainer (i.e., 4 × $117,500 = $470,000 value), DSUs count toward threshold; compliance not disclosed

Governance Assessment

Strengths:
- Independent director with consumer marketing expertise complementing Quad’s marketing transformation; active Audit Committee role provides oversight of financial reporting and cybersecurity/AI risk reviews .
- Alignment via DSUs and stock ownership guidelines; prohibition on hedging supports investor alignment .
- Attendance threshold met; participation in audit sign-off indicates engagement .
Potential Red Flags and Watchpoints:
- Background includes senior leadership at Serta Simmons Bedding, which entered Chapter 11 in Jan 2023; while not a director event, investors may consider track-record context when evaluating risk oversight acumen .
- Controlled company status limits certain governance structures (e.g., no nominating committee; family voting trust influence), which can constrain minority shareholder influence; however, Audit Committee is fully independent .
- Ownership guideline compliance for Huet not disclosed; monitor DSU valuation versus guideline requirement over time .
Compensation reasonableness:
- 2024 total director compensation of $252,500 is consistent with program policy (mix of cash/DSUs) and below plan caps; no meeting fees; chair fees not applicable to Huet (not a chair) .
Related party exposure:
- No related-person transactions involving Huet disclosed; broader related-party items involve other directors (e.g., QuadMed compensation to Dr. Flores) but not Huet .
Signals to investor confidence:
- Independent audit committee membership and documented risk oversight practices (cyber/AI) support governance quality .
- Equity-linked compensation via DSUs aligns director incentives with shareholder outcomes; no options or repricing permitted .