Anthony Staniak
Chief Financial Officer at QUAD
Executive
About Anthony Staniak
Anthony C. Staniak is Chief Financial Officer of Quad/Graphics, Inc. since January 2022, having joined Quad in 2009 and progressed through finance and accounting leadership roles including Chief Accounting Officer and Vice President of Finance . Quad’s compensation program ties executive pay to Adjusted EBITDA, free cash flow, and new sales; in 2024 Quad achieved Adjusted EBITDA of $224 million (target level) and free cash flow of $56 million (above gate), and cumulative TSR since year-end 2021 equated to $179.25 on a $100 base . Staniak is a member of the Wisconsin Institute of Certified Public Accountants and serves on the boards of the Zoological Society of Milwaukee and the Volunteer Center of Washington County .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quad/Graphics, Inc. | Chief Financial Officer | Jan 2022–present | Principal Financial Officer; led finance and capital-market actions (e.g., lender syndicate expansion) |
| Quad/Graphics, Inc. | Vice President of Finance | Mar 2017–Jan 2022 | Oversaw finance as Quad transitioned to MX strategy |
| Quad/Graphics, Inc. | Vice President & Chief Accounting Officer | 2015–2017 | Led external reporting and accounting controls |
| Quad/Graphics, Inc. | Chief Accounting Officer | 2014–2015 | Strengthened financial reporting and internal audit continuity |
| Quad/Graphics, Inc. | Executive Director – Financial Controller | 2013–2014 | Consolidated controlling functions |
| Quad/Graphics, Inc. | Director of Internal Audit | 2011–2013 | Built internal audit capabilities |
| Quad/Graphics, Inc. | Director of External Reporting | 2009–2011 | SEC reporting leadership post-IPO |
| Sagence, Inc. (data consulting) | Chief Financial Officer | — (prior to 2009) | CFO of private firm; data-focused finance leadership |
| Arthur Andersen LLP | Started career | 1995–(prior to 2009) | Foundation in audit/accounting |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Zoological Society of Milwaukee | Board of Directors | — | Community stewardship |
| Volunteer Center of Washington County | Board of Directors | — | Non-profit governance |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $525,000 | $575,000 |
| Target Bonus % of Salary | 70% | 85% |
| Annual Incentive Paid ($) | $555,000 | $488,750 |
| Discretionary Bonus (LTI FCF 2022–2024) ($) | — | $167,500 |
Notes:
- In late 2023, Compensation Committee raised Staniak’s base and target bonus to align with market levels .
- 2024 annual incentive paid at target based on achieving free cash flow gate and target Adjusted EBITDA .
Performance Compensation
| Component | Metric | Weighting | 2024 Target | 2024 Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | Adjusted EBITDA | 100% (with FCF gate) | $220–235M | $224M | At target | Paid in 2025 |
| Annual Cash Incentive Gate | Free Cash Flow | Gate | ≥$40M | $56M | Gate achieved | — |
| LTI – Performance Cash (2024–2026) | New Sales (2024 annual tranche) | 50% of LTI cash; 1/3 earned per year | $243M | $257M | 154.7% of target | Paid in 2025 |
| LTI – Performance Cash (2024–2026) | Free Cash Flow (3-year) | 50% of LTI cash | Not disclosed | In progress | Not yet determined | Pays after 3-year period |
| LTI – Equity | Restricted Stock/RSUs | 33% of total LTI | 71,875 shares (grant) | Granted 1/1/2024 | Grant-date FV $389,563 | Cliff vest 3/1/2027 |
Additional LTI context:
- For the prior 2022–2024 LTI cycle, free cash flow threshold was not achieved; Committee exercised discretion to pay the FCF portion at 100% target due to external factors (rates) and debt/leverage progress; Staniak received a discretionary bonus reflecting this action .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 294,567 Class A shares; <1% of outstanding |
| Unvested Equity (12/31/2024) | 183,067 shares; MV $1,275,977 at $6.97/share |
| Vesting Schedule (current awards) | 44,118 vested 3/1/2025; 67,074 vest 3/1/2026; 71,875 vest 3/1/2027 |
| 2025 Contingent Grant (subject to plan amendment) | 55,411 restricted shares contingent on shareholder approval of 2020 Plan amendment |
| Hedging/Pledging | Hedging prohibited; pledging requires prior approval |
| Stock Ownership Guidelines | CEO 5x salary; EVPs 3x; SVPs 2x; executives subject to retention of 50% of net shares until compliant |
| Option Holdings | None outstanding; no option exercises in 2024 |
Employment Terms
| Provision | Standard Term | Quad-Specific Economics for Staniak |
|---|---|---|
| Severance (no change in control) | Termination without cause or >10% salary cut; non-compete/non-solicit 24 months | One times base + target bonus; pro-rated annual bonus (actual performance); benefits continue at employee rate; outplacement up to $50,000 . Estimated total $1,617,990 if triggered as of 12/31/2024 |
| Change-in-Control (double trigger) | Termination without cause or with “good reason” within 24 months post-CoC | Two times base + target bonus; pro-rated annual bonus at target; lump-sum welfare; SERP full vesting; outplacement up to $50,000; best-net excise tax (no gross-up) . Estimated total $5,532,385 if triggered as of 12/31/2024 |
| Equity Treatment on CoC | Accelerated vesting of RS; performance cash deemed earned at target for unearned portions | RS accelerated value $1,275,977; performance cash $1,559,179 (CoC, no termination scenario totals $2,835,156) |
| Clawbacks | All awards subject to recoupment/clawback and ownership/holding policies; legal/regulatory requirements | |
| Non-Compete/Non-Solicit | 24 months post-termination under Severance Plan | |
| SERP | Company contributions; 2024 contribution $18,113; balance $71,443 | |
| Perquisites | 401(k) match $8,694; executive medical $3,136; SERP contribution $18,113 (reported as “All Other”) |
Compensation Structure Analysis
- Pay-for-performance alignment: Annual and LTI metrics emphasize Adjusted EBITDA, free cash flow, and new sales; 2024 payouts matched target outcomes, and new sales outperformed target, driving 154.7% LTI cash tranche payout .
- Discretionary LTI adjustment: Committee paid the 2022–2024 FCF portion at 100% despite threshold miss due to rate headwinds, to recognize debt reduction/leverage improvements—useful for retention but a potential pay-for-performance tension .
- Equity mix: Shift toward RS/RSUs (33% of LTI) with cliff vesting concentrates vesting events in March 2027, while cash-based performance units reduce dilution but maintain at-risk structure .
- Ownership alignment: Significant unvested equity and strict anti-hedging/pledging policy; stock ownership guidelines mandate multi-of-salary holdings and net-share retention until compliance .
Say-on-Pay, Peer Group, and Governance
- Say-on-Pay: 97% approval in May 2023; triennial frequency, next expected in 2026 .
- Peer benchmarking: 20-company peer set spanning marketing/printing/services used to set 2024 targets; Staniak’s target bonus and LTI were increased toward market medians .
- Controlled company status: Quad Voting Trust controls >50% voting power; governance highlights include anti-hedging, ownership guidelines, independent committees .
Investment Implications
- Near-term vesting events could create supply: 67,074 shares vest on 3/1/2026 and 71,875 on 3/1/2027 for Staniak; monitor potential selling windows around those dates subject to trading policies and guidelines .
- Retention and CoC economics: Double-trigger CoC package (~$5.53M as of 12/31/2024) and accelerated equity/target performance cash could incentivize stability, but also create event-driven payoffs; “best-net” approach mitigates excise tax gross-up risk for non-CEO NEOs .
- Pay-for-performance signals: 2024 metrics achieved at target/gate, and new sales outperformed, supporting incentive payouts; the discretionary LTI FCF payout points to Committee flexibility amid macro rate headwinds—a factor to weigh in governance assessment .
- Capital structure stewardship: As CFO, Staniak emphasized lender syndicate expansion and increased revolver/TLA capacity; actions support liquidity and capital allocation strategy—watch for leverage/free cash flow trends versus LTI targets .
Supporting Data
| Pay vs Performance Indicators | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR – $100 Base | $102.00 | $135.50 | $179.25 |
| Net Income (Loss), $mm | $9.3 | $(55.4) | $(50.9) |
| 2024 Annual Incentive Metrics | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Adjusted EBITDA ($mm) | $185 | $220–235 | ≥$250 | $224 |
| Free Cash Flow ($mm) – Gate | ≥$40 | — | — | $56 |
| 2024 LTI New Sales Tranche | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| New Sales ($mm) | $207 | $243 | $280 | $257 | 154.7% |
| 2024 Equity Grants (RS/RSUs) | Shares | Grant Date | Vest Date | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Staniak | 71,875 | 1/1/2024 | 3/1/2027 | $389,563 |
| Outstanding Unvested Equity (12/31/2024) | Count | MV ($) | Schedule |
|---|---|---|---|
| Staniak | 183,067 | $1,275,977 | 44,118 vested 3/1/2025; 67,074 vest 3/1/2026; 71,875 vest 3/1/2027 |
| Severance & CoC Quantification (as of 12/31/2024) | Cash Severance ($) | Pro-Rata Bonus ($) | Performance Cash ($) | RS Vesting ($) | Welfare/Benefits ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| CoC + Termination (Staniak) | $2,127,500 | $488,750 | $1,559,179 | $1,275,977 | $30,979 | $50,000 | $5,532,385 |
| Termination (no CoC) (Staniak) | $1,063,750 | $488,750 | — | — | $15,490 | $50,000 | $1,617,990 |
“We are pleased to welcome Flagstar Bank to our syndicate of premier lenders, which provides us with additional scale and financial flexibility to fuel our capital allocation strategy.” — Tony Staniak, CFO **[1481792_20250821CG56152:0]**