Stephen Fuller

About Stephen M. Fuller

Independent director at Quad/Graphics, Inc. since 2016; age 64 in the 2025 proxy . Former SVP and Chief Marketing Officer of L.L.Bean (2001–2016), with leadership over branding, e-commerce, analytics, partnerships, and international P&L since 2008 . Education: BA from Bates College; MBA from Boston College; Harvard Business School Advanced Management Program . Quad’s Board determined Fuller is independent under NYSE standards and the company’s guidelines .

Past Roles

Organization	Role	Tenure	Committees/Impact
L.L.Bean, Inc.	SVP & Chief Marketing Officer	2001–2016	Led branding, advertising, e-commerce, analytics; international P&L since 2008
L.L.Bean Board	Director	Prior to 2016	Board experience; marketing leadership
Bates College	Trustee (former)	Not disclosed	Governance role at academic institution

External Roles

Organization	Role	Status	Notes
Boyne Resorts	Director	Current	Private mountain/lodging operator; operational oversight
K2-MDV Holdings, LP	Director	Current	Private holdings; consumer/outdoors focus
Dartmouth Tuck School	Speaker	Ongoing	Frequent guest speaker, management insight
Environmental/Outdoor orgs	Board roles	Past	Multiple boards (not specified)

Board Governance

Committee assignments: Audit Committee member (2024, 2025) . The Board designated Fuller as an “audit committee financial expert” under SEC rules .
Independence: Quad’s Board identified Fuller as independent; Quad is a NYSE “controlled company,” not requiring a majority of independent directors, though Quad maintains a majority and fully independent Audit Committee .
Attendance and engagement: In 2024, the Board met seven times and each director attended at least 75% of Board and applicable committee meetings; directors also held regular executive sessions without management . In 2023, the Board met five times; each director attended at least 75%, and eight of nine directors attended the annual meeting .
Lead Independent Director: None; Board states a lead independent director is unnecessary given the controlled company structure .

Committee	Role	2023	2024	2025
Audit	Member; Financial Expert	Yes	Yes	Yes
Compensation	Member/Chair	No	No	No
Finance	Member/Chair	No	No	No

Fixed Compensation

Program design (2023): Annual retainer $235,000, paid half in cash and half in deferred stock units (DSUs); committee chair adders: Audit $25,000, Compensation $20,000, Finance $17,000; directors may elect deferrals of cash retainers into DSUs .

Year	Cash Fees ($)	Equity/DSUs Grant-Date Fair Value ($)	Other ($)	Total ($)
2023	117,500	138,367	10,000	265,867

Notes: As an Audit Committee member (not chair), Fuller did not receive chair adders; equity grants are DSUs valued at grant under ASC 718 .

Performance Compensation

Quad does not disclose performance-based metrics for director pay; annual director equity is delivered as DSUs/stock awards rather than PSUs/options tied to financial KPIs . No meeting fees disclosed .

Other Directorships & Interlocks

Company	Public/Private	Interlock/Conflict Risk
Boyne Resorts	Private	No related-party dealings with Quad disclosed
K2-MDV Holdings, LP	Private	No related-party dealings with Quad disclosed
L.L.Bean (prior)	Private	Historical role; no Quad transactions disclosed

No shared directorships with Quad competitors/suppliers/customers are disclosed for Fuller; related party transactions disclosed in the proxy involve other insiders (e.g., Dr. Flores, Mr. Fowler’s family), not Fuller .

Expertise & Qualifications

Financial oversight: Audit committee “financial expert” qualification under SEC rules .
Marketing and digital commerce: Led branding, customer satisfaction, e-commerce, analytics, marketing ops at L.L.Bean .
International P&L: Managed L.L.Bean’s international business with full P&L since 2008 .
Governance experience: Multiple board roles in private companies and non-profits; academic engagement at Tuck .

Equity Ownership

Directors are subject to stock ownership guidelines of at least 4x the cash portion of the annual retainer; hedging is prohibited and pledging requires pre-approval .

Metric	2024	2025
Class A shares beneficially owned (#)	142,855	174,369
Of which DSUs (#)	132,504	164,018
Non-DSU shares (#)	10,351 (142,855−132,504)	10,351 (174,369−164,018)
Class B shares (#)	—	—
Class A shares outstanding (#)	37,841,559	37,099,534
Ownership % of Class A	~0.38% (142,855/37,841,559)	~0.47% (174,369/37,099,534)

No pledging/hedging by directors is permitted under policy; no pledges by Fuller are disclosed .

Governance Assessment

Strengths:
- Independent director with deep marketing and international P&L experience; designated audit committee financial expert, enhancing financial oversight .
- Audit Committee fully independent; regular executive sessions; strong attendance (≥75%) and active committee cadence (Audit met 5x in 2024) .
- Director ownership guidelines and hedging restrictions align interests with shareholders .
- Say-on-pay support historically strong (97% approval in 2023), reflecting investor confidence in compensation governance .
Risks/Watch items:
- Controlled company status under NYSE rules and absence of a lead independent director reduce independent counterbalance to combined Chair/CEO authority .
- Family relationships elsewhere on the Board and management (e.g., Dr. Flores; Mr. Harned) heighten related-party sensitivity, though no Fuller-specific related-party transactions are disclosed .
Signals:
- Director compensation delivered via DSUs and cash, with limits ($675k total cap per non-employee director under the Omnibus Plan) moderates pay inflation; no option repricing permitted .

Overall, Fuller contributes strong audit/financial oversight and customer-centric operating expertise; independence and attendance are positives, while controlled company governance structure warrants ongoing investor monitoring .