Christopher Harned
Director at QUAD
Board
About Christopher B. Harned
Christopher B. Harned (age 62) has served on Quad/Graphics’ Board since 2005 and is Chair of the Finance Committee. He is Co‑Founder and Managing Partner of Windhover Capital; prior roles include Partner and Head of the New York office at Arbor Investments (2016–2020), Managing Director and Head of Consumer Products–Americas at Nomura, Managing Director in M&A at Robert W. Baird (from January 2012), Partner/MD and Head of Consumer Products at The Cypress Group, and 16 years at Lehman Brothers. He holds a BA from Williams College (1985) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Windhover Capital | Co‑Founder & Managing Partner | Current | Private equity leadership focused on food/consumer sectors |
| Arbor Investments | Partner; Head of NY Office | Sep 2016 – Oct 2020 | Led NY office; consumer investing |
| Nomura Securities International | MD; Head of Consumer Products – Americas | Prior to 2016 | Consumer M&A leadership |
| Robert W. Baird & Co. | MD, Investment Banking M&A | From Jan 2012 | Consumer M&A |
| The Cypress Group LLC | Partner, MD; Head of Consumer Products Group | From 2001 | Private equity leadership |
| Lehman Brothers | MD; Global Head Consumer Products M&A | 16 years | Global consumer M&A leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Titan Frozen Fruit | Director | Current | Private company board |
| Lakeview Farms, Inc. | Director | Current | Private company board |
| Southeastern Meats, Inc. | Director | Current | Private company board |
| Freshpet, Inc. | Director | Former | Served on Audit and Compensation Committees (public company) |
| Other former boards | Director | Former | Red Collar Pet Foods; bswift; Danka Business Systems PLC; The Meow Mix Company; Stone Canyon Entertainment; Brand Connections LLC; Philadelphia Media Network |
Board Governance
- Independence: Not independent due to family relationships (brother‑in‑law of CEO J. Joel Quadracci and Director/QuadMed CEO Dr. Kathryn Quadracci Flores; spouse Elizabeth Quadracci Harned is a trustee of the Quad Voting Trust) .
- Committee assignments: Chair, Finance Committee (oversight of capital structure, financing, cash flow modeling, interest rate sensitivity; 3 meetings in 2024) . Not listed as a member of Audit or Compensation Committees .
- Attendance: The Board held 7 meetings in 2024; each director attended at least 75% of Board and assigned committee meetings; all directors attended the 2024 Annual Meeting .
- Controlled company: Quad is NYSE “controlled company” under the Quad Voting Trust; exempt from certain NYSE independence requirements; no lead independent director .
- Executive sessions: Board and independent directors met in executive session regularly in 2024 .
Fixed Compensation (Non‑Employee Director Pay)
| Component | QUAD 2024 Policy | Harned 2024 Amount |
|---|---|---|
| Annual retainer | $235,000 (50% cash; 50% deferred stock units) | Cash: $134,500; Equity (DSUs): $125,000; Other: $10,000; Total: $269,500 |
| Committee chair fees | Audit: $25,000; Compensation: $20,000; Finance: $17,000 | Finance Chair fee included in cash figure above |
| Director comp cap | Max total value per non‑employee director per year: $675,000 | Within cap |
| Deferral plan | May elect to defer cash fees or take DSUs in lieu of cash | Program available |
Performance Compensation
- Directors receive equity via deferred stock units (DSUs) as the equity portion of the annual retainer; no performance metrics apply to non‑employee director grants .
- None of the non‑employee directors had stock options outstanding as of 12/31/2024 .
| Equity Element | Design | 2024 Grant Basis |
|---|---|---|
| Deferred stock units (DSUs) | Equity portion of retainer; value‑based grant | Number of DSUs determined using 20‑day VWAP prior to grant |
Other Directorships & Interlocks
- Family/Trust interlocks: Harned is brother‑in‑law to the CEO and to Director/QuadMed CEO Dr. Flores; his spouse, Elizabeth Quadracci Harned, is a trustee of the Quad Voting Trust which controls >50% voting power .
- External public boards: None disclosed currently; former public board service at Freshpet, Inc. (Audit and Compensation Committees) .
Expertise & Qualifications
- Core expertise: Consumer/food sector private equity; M&A advisory; capital markets; board service on consumer businesses .
- Education: BA, Williams College (1985) .
- Governance relevance: Finance Committee chair role aligns with capital structure and financing expertise .
Equity Ownership
| Holder/Type | Class A Shares | % of Class A | Class B Shares | % of Class B | Notes |
|---|---|---|---|---|---|
| Christopher B. Harned (beneficial) | 572,296 | 1.54% | 236,900 | 1.79% | Includes 64,530 Class A DSUs convertible within 60 days; 50,205 Class A and 2,888 Class B held by a trust where Harned is trustee; spouse holds 265,311 Class A and 234,012 Class B |
| Quad Voting Trust (context) | 7,534 | <1% | 12,279,380 | 92.59% | Trustees: J. Joel Quadracci; Dr. Kathryn Q. Flores; Elizabeth Quadracci Harned |
Insider Trades and Ownership Alignment
| Date (Filing) | Form | Security/Type | Quantity/Detail | Note |
|---|---|---|---|---|
| 2025‑05‑23 | Form 4 | Class A via DSUs | 22,004 | Footnote indicates holdings include 22,004 DSUs granted under QUAD 2020 Omnibus Incentive Plan (annual director grant) |
- Policies: Quad prohibits hedging by directors and requires pre‑approval for any pledging; directors have stock ownership guidelines equal to at least 4x the cash portion of the annual retainer .
- Clawback: Awards under the 2020 Plan (including director equity) are subject to company recoupment/clawback and stock ownership policies and any applicable legal requirements .
Governance Assessment
Positives
- Deep consumer/M&A and capital markets expertise aligned to Finance Committee remit; chairs Finance Committee (capital structure, financing, cash flow modeling) .
- Material equity ownership and annual DSU grants help align incentives with shareholders; ownership guidelines in place and anti‑hedging policy strengthens alignment .
- Regular Board and committee attendance (at least 75% for all directors in 2024); participation in executive sessions enhances independent oversight dynamic even within controlled structure .
Risk Indicators and RED FLAGS
- Not independent due to family ties (brother‑in‑law to CEO and to a director; spouse is a trustee of the controlling Quad Voting Trust), creating potential conflicts—especially salient given his role as Finance Committee Chair overseeing capital structure and financing decisions .
- Controlled company status with no lead independent director and no nominating committee; mitigations (independent Audit Committee and majority independent Board) are present but structural risk to minority shareholder influence remains .
- Finance Committee composition includes two non‑independent directors (Harned and Dr. Flores), reducing independence on a committee with strategic financing oversight, though not required by NYSE rules; prudence suggests enhanced disclosure and processes for managing related‑party and conflict situations .
Implications for investors
- Expect strong financial/acquisition discipline input from Harned; however, independence concerns and family control can weigh on governance quality perception. Scrutiny of related‑party oversight, capital allocation rationales, and clear recusal practices is warranted to sustain investor confidence .
Citations
- Director bio; family ties; external boards; education .
- Independence determination; controlled company; no lead independent director .
- Board/committee meetings; attendance; executive sessions .
- Director compensation program; Harned’s 2024 director pay .
- Director grant cap .
- Beneficial ownership table and footnotes for Harned and Quad Voting Trust .
- Policies on hedging/pledging; stock ownership guidelines .
- Clawback/recoupment under 2020 Plan .
- Insider Form 4 (DSUs)