Dana Gruen
General Counsel, Corporate Secretary and Chief Risk & Compliance Officer at QUAD
Executive
About Dana Gruen
Dana B. Gruen serves as General Counsel, Corporate Secretary and Chief Risk & Compliance Officer at Quad. She joined Quad’s legal team in 2007 and was elevated to General Counsel following the February 10, 2023 departure of the prior Chief People & Legal Officer; her career progression includes Employment Counsel (2007), Assistant General Counsel (2014), Deputy General Counsel & Chief Compliance Officer (2015), Vice President in this role (2016), Vice President, Chief Compliance & Risk Officer & Deputy General Counsel (2020), and Senior Vice President, Chief Risk & Compliance Officer & Deputy General Counsel (2022) . Company performance context during her current tenure includes 2024 Adjusted EBITDA of $224 million (target achieved) and Free Cash Flow of $56 million, which gated annual bonus payouts at target for NEOs . Over 2021–2023, Quad’s cumulative TSR value grew to $135.50 per $100 initial investment while 2023 net income was a loss of $55.4 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quad/Graphics, Inc. | General Counsel & Corporate Secretary; Chief Risk & Compliance Officer | 2023–present | Leads enterprise legal, governance, and risk/compliance; corporate secretary duties include Board/shareholder communications . |
| Quad/Graphics, Inc. | SVP, Chief Risk & Compliance Officer & Deputy General Counsel | 2022 | Expanded enterprise risk and compliance leadership . |
| Quad/Graphics, Inc. | VP, Chief Compliance & Risk Officer & Deputy General Counsel | 2020–2021 | Built compliance/risk frameworks company-wide . |
| Quad/Graphics, Inc. | Deputy General Counsel & Chief Compliance Officer (promoted to VP in 2016) | 2015–2019 | Established and scaled compliance oversight . |
| Quad/Graphics, Inc. | Assistant General Counsel | 2014 | Senior counsel responsibilities . |
| Quad/Graphics, Inc. | Employment Counsel | 2007–2013 | Employment law advisory and policy development . |
| Foley & Lardner; Sonnenschein Nath & Rosenthal (now Dentons); Seyfarth Shaw | Associate Attorney | Pre-2007 | AmLaw litigation/corporate practice experience . |
Fixed Compensation
- Quad discloses detailed compensation only for Named Executive Officers (NEOs). Ms. Gruen is not listed as an NEO in the 2024 or 2025 proxy; her base salary and cash bonus amounts are not itemized in public NEO tables .
- Company-wide executive compensation philosophy emphasizes base salary competitiveness, annual cash incentives tied to financial metrics, and long-term incentives; these structures set context for senior executives including the General Counsel .
Performance Compensation
Company incentive design and 2024 outcomes (applies to NEOs; reflects plan architecture relevant to senior executives):
- Annual Incentive (2024): Gate of Free Cash Flow ≥ $40 million; primary metric Adjusted EBITDA with threshold/target/max of $185m / $220–235m / $250m+. Actual 2024 FCF was $56m; Adjusted EBITDA was $224m; payouts were at target .
- Long-Term Incentive (LTI) structure: 67% performance-based cash and 33% restricted stock/RSUs with 38-month cliff vest (2024 grants vest March 1, 2027) .
- LTI performance metrics: 50% based on multi-year Free Cash Flow (2024–2026), 50% based on annual “new sales” tranches (2024–2026). 2024 new sales thresholds/target/max: $207m / $243m / $280m; actual 2024 was $257m, resulting in a 154.7% payout for that tranche of the cash LTI .
| Incentive Element | Metric | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Free Cash Flow (gate) | Gate | ≥ $40m | $56m | Gate met | Pays per EBITDA result . |
| Annual Bonus (2024) | Adjusted EBITDA | Core metric | $220–235m | $224m | Target | Paid at target . |
| LTI – Cash (2024 tranche) | New Sales (2024) | 1/3 of 50% | $243m | $257m | 154.7% | Cash, per plan . |
| LTI – Cash (2024–2026) | Free Cash Flow (3-yr) | 50% | Multi-year goals | Ongoing | N/A (period open) | Cash at end of cycle . |
| LTI – Equity (2024) | RS/RSUs (time-based) | 33% | N/A | N/A | N/A | Cliff vest 3/1/2027 . |
Notes:
- Company can adjust performance goals for specified items; awards are subject to clawback, stock ownership, and holding policies .
Equity Ownership & Alignment
- Anti-hedging and limited pledging policy: executives and directors are prohibited from hedging and must obtain pre-approval for any pledging of Quad stock .
- Stock ownership guidelines: CEO 5x base salary; Executive Vice Presidents 3x; Senior Vice Presidents 2x; unvested RS/RSUs and DSUs count toward guidelines; those not at target must retain 50% of net shares from vesting/exercise .
- Individual beneficial ownership for Ms. Gruen is not separately itemized in the stock ownership table; the proxy lists directors and NEOs individually and provides a combined “all directors, nominees and executive officers as a group” figure .
- Equity plan architecture: 38‑month cliff vesting for time-based RS/RSUs; performance-based cash avoids shareholder dilution; plan is subject to clawback and prohibits option repricing .
Employment Terms
- Communications & corporate governance: As Corporate Secretary, Ms. Gruen oversees shareholder/Board communications; the proxy directs stakeholder communications to the Board “c/o Dana B. Gruen” at Quad’s address .
- Executive severance/change-in-control framework (company-wide context): Quad maintains an Executive Severance Plan for certain officers with 24‑month non‑compete/non‑solicit covenants; benefits generally equal to one year’s base salary + target bonus for qualifying terminations without cause, and 2x base salary + target bonus upon qualifying terminations in a 24‑month post‑CIC window, plus pro‑rated bonus and benefit continuation; awards under equity/LTI plans accelerate or are earned at target per plan terms upon change in control/death/disability (participants vary; Ms. Gruen is not identified as an NEO) .
- Clawback/recoupment: All awards are subject to the company’s recoupment, equity holding, stock ownership or similar policies, and any applicable legal/listing requirements .
Additional Company Context Influencing Incentives
| Topic | Detail |
|---|---|
| Say‑on‑Pay outcome | 97% approval in 2023; next advisory vote expected in 2026 . |
| Compensation peer group | FW Cook advised; 20‑company peer set used for 2024 targets, spanning marketing/platforms, print and commercial services (e.g., Omnicom, Interpublic, Stagwell, Cimpress, ACCO, Sonoco, Thryv, Ziff Davis) . |
| Omnibus plan amendment (2025) | Proposed +3.0 million shares to 2020 Plan to support retention/performance; projected dilution ~9.0%, overhang ~13.8%, run rate ~2.3% (as of record date) . |
| Risk oversight | Board (Audit Committee) oversees cybersecurity and AI risks; separate Compensation Committee risk oversight; Ms. Gruen’s risk/compliance mandate aligns with this governance structure . |
Investment Implications
- Incentive architecture emphasizes cash FCF and “new sales” metrics, with equity largely time-based and a 38‑month cliff; this reduces near-term sell pressure from recurring vesting and aligns payouts with growth and cash generation, supportive for retention of senior legal/risk talent like the GC .
- Strong governance overlays (clawback, anti‑hedging, ownership guidelines, limited pledging) mitigate misalignment and reduce downside governance risk; as Corporate Secretary and Chief Risk & Compliance Officer, Ms. Gruen is central to enforcement and Board process integrity .
- Limited public granularity on Ms. Gruen’s individual compensation and holdings (not an NEO) reduces direct trading-signal visibility; nevertheless, company-level pay practices, target achievement in 2024 (EBITDA at target, FCF gate met), and LTI design indicate disciplined pay-for-performance and manageable dilution pressures post-2025 plan expansion .
Key watch items: inclusion of the General Counsel in any future executive severance amendments; updates to clawback enforcement; insider Form 4 activity around major vest dates; and the balance between cash-based LTI and equity grants as Quad manages dilution and retention simultaneously .