David Honan
About David Honan
David J. Honan is Executive Vice President and Chief Operating Officer (COO) of Quad/Graphics, Inc. (Quad), age 56 as of January 31, 2025; he joined Quad in May 2009 and has served as COO since January 2022 after prior senior finance roles including CFO (2015–2021) . His operating oversight is tied to company performance that, in 2024, saw net sales decline 9.7% with Adjusted EBITDA margin at 8.4%, while 2024 Adjusted EBITDA was $224 million and free cash flow (FCF) $56 million—metrics used directly in executive incentives; 2025 guidance aims to stabilize declines and return to growth by 2028 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quad/Graphics, Inc. | EVP & COO | Jan 2022–present | Leads enterprise operations; aligns targeted print and integrated MX solutions with efficiency and productivity initiatives . |
| Quad/Graphics, Inc. | EVP & CFO | Jan 2015–Dec 2021 | Drove finance strategy, refinancing, and capital allocation supporting transformation to marketing experience (MX) company . |
| Quad/Graphics, Inc. | VP & Chief Accounting Officer | Jul 2010–Mar 2014 | Strengthened reporting and controls as Quad expanded service mix and footprint . |
| Quad/Graphics, Inc. | Corporate Controller; VP & Corporate Controller | May 2009–Dec 2009; Dec 2009–Jul 2010 | Modernized accounting infrastructure during public company evolution . |
| Journal Community Publishing Group (subsidiary of Journal Communications) | VP, GM & CFO | ~2004–2009 | Led subsidiary operations and finance; positioned business amid media industry change . |
| Newell Brands | Executive roles in IR and Corporate Development | Prior to 2004 | Advanced investor communications and M&A capabilities . |
| Arthur Andersen LLP | Audit/Advisory | ~11 years | Developed foundational accounting and advisory expertise . |
External Roles
| Organization | Role | Years | Note |
|---|---|---|---|
| FM Global | Advisory Board Member | Current | Contributes to risk and insurance advisory insights . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $750,375 | $775,000 |
| Target Annual Incentive (AIP) ($) | $637,819 | $658,750 |
| Actual AIP Paid ($) | $637,819 | $658,750 |
| Discretionary Bonus ($) | — | $586,250 (2022–2024 LTI FCF component paid at target) |
| All Other Compensation ($) | $40,377 | $39,448 |
| Perquisites/Other – detail | 401(k) match $8,316; executive medical $5,394; SERP contrib $26,666 | 401(k) match $8,694; executive medical $3,317; SERP contrib $27,437 |
| Total Compensation ($) | $3,004,611 | $3,559,189 |
Performance Compensation
| Program | Metric | Threshold | Target | Maximum | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 AIP | Adjusted EBITDA | $185m | $220–235m | ≥$250m | $224m achieved (target payout) | Cash paid 2025 |
| 2024 AIP | Free Cash Flow (gate) | ≥$40m | — | — | $56m achieved (gate met) | As above |
| 2024–2026 LTI (cash 67%) | New Sales (2024 year) | $207m | $243m | $280m | $257m → 154.7% of target for 1/3 of 50% weight | Cash paid 2025 |
| 2023–2025 LTI (cash 67%) | New Sales (2024 year) | $207m | $243m | $280m | $257m → 154.7% of target (1-year tranche) | Cash paid 2025 |
| 2022–2024 LTI (cash 67%) | Free Cash Flow (3-year) | Not achieved | Target | — | Committee approved 100% of target payout for NEOs (incl. Honan) | Cash paid 2025 |
| Equity Awards | Grant Date | Type | Shares/Units | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Annual grant | 1/1/2024 | Restricted Stock | 109,375 | $592,813 | Cliff on 3/1/2027 |
| Plan amendment benefits | Contingent (2025) | Restricted Shares | 71,829 | — | Per amended plan; if approved |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (as of Mar 19, 2025) | Class A: 634,968 (1.71%); Class B: 8,608 (<1%) |
| Trust Holdings | Includes 12,201 Class A & 8,608 Class B held as trustee, not beneficiary |
| Unvested Restricted Stock (12/31/2024) | 420,292 shares; market value $2,929,435 (@ $6.97) |
| 2024 Stock Vested | 61,560 shares; value $368,744 |
| Options | None outstanding or exercisable |
| Pledging/Hedging | Hedging prohibited; pledging requires pre-approval; no Honan pledges disclosed |
| Stock Ownership Guidelines | EVP guideline = 3× base salary; compliance status not disclosed |
| SERP (Nonqualified Deferred Comp) | 2024 company contrib $27,437; balance $265,727 |
Employment Terms
| Provision | Terms (Honan) |
|---|---|
| Employment Start | May 2009; COO since Jan 2022 |
| Non-compete & Non-solicit | 24 months post-termination under Executive Severance Plan |
| Severance (no change in control) | 1× base salary + target bonus; pro-rated bonus (actual); benefits continuation; up to $50k outplacement |
| Severance (upon/within 24 months of CoC) | 2× base salary + target bonus; pro-rated bonus (target); lump-sum benefits value; full SERP vesting; up to $50k outplacement |
| Change-in-Control Equity Treatment | Unvested RS vests; performance cash earns at target; earned amounts paid |
| Quantified CoC+Termination (12/31/2024) | Total $8,946,182 (severance $2,867,500; pro-rated bonus $658,750; perf cash $3,251,929; RS vest $2,929,435; outplacement $50,000; welfare $60,998; best-net excise reduction -$872,430) |
| Quantified Termination (no CoC) | Total $2,172,999 (cash termination $1,433,750; pro-rated bonus $658,750; outplacement $50,000; welfare $30,499) |
| Death/Disability | Total $9,550,107 (salary continuation $3,368,743; perf cash $3,251,929; RS vest $2,929,435) |
| Clawback/Recoupment | All awards subject to company clawback/recoupment policies |
| Tax Gross-ups | No 280G/4999 excise gross-up; “best net” reduction applies (gross-up only for CEO, not Honan) |
Compensation Structure Analysis
- Pay-for-performance alignment: 2024 AIP paid at target based on Adjusted EBITDA of $224m and FCF gate met ($56m) —strong linkage of cash payout to performance curves.
- LTI design: 67% performance cash and 33% time-based RS; LTI performance cash split 50% new sales (annual tranches) and 50% multi-year FCF, emphasizing growth and cash generation .
- Discretionary payout: Committee approved 100% of target payout for 2022–2024 FCF tranche despite miss, citing macro headwinds and notable balance sheet/capital actions—introduces discretion risk and partial misalignment .
- Options repricing: None permitted by plan; no options outstanding for Honan—reduces repricing/red flag risk .
- Ownership alignment: Significant unvested equity and stock ownership; restrictive hedging and pledging policy and 3× salary ownership guideline support alignment .
Company Performance Context (relevant to Honan’s role)
- 2024 Net Sales: Declined 9.7% as Quad transitions mix toward targeted print and integrated services; strategy to reach net sales growth in 2028 .
- 2024 Adjusted EBITDA & FCF: Achieved Adjusted EBITDA of $224m (AIP target) with FCF $56m (gate met) .
- Long-term margin/FCF goals: Improve Adjusted EBITDA margin ≥100 bps from 8.4% (2024) by 2028; FCF conversion targeted to rise to 35% by 2028 and 40% long-term .
Compensation Peer Group & Governance
- Peer group for benchmarking (FW Cook study): ACCO Brands; Advantage Solutions; Brady; Cimpress; Clear Channel Outdoor; Conduent; Deluxe; Gannett; Interpublic Group; John Wiley & Sons; Matthews International; Maximus; Omnicom; Pitney Bowes; Sonoco; Stagwell; Steelcase; The New York Times; Thryv; Ziff Davis .
- Say-on-pay: 97% approval at May 2023 meeting; next say-on-pay expected in 2026—indicates strong shareholder support for pay programs .
Risk Indicators & Red Flags
- Discretionary LTI payout (FCF) at target despite miss (macro rationale) introduces precedent risk for future discretion .
- Controlled company governance (family voting trust controls ~72% of votes) may reduce external checks, though compensation committee uses independent consultant (FW Cook) .
- Postal, tariff, and inflation pressures remain material external risks impacting print volumes and marketing spend—important operating levers for a COO .
Investment Implications
- Alignment: Honan’s pay includes material at-risk components driven by Adjusted EBITDA, FCF, and new sales; unvested RS and ownership guidelines support long-term alignment .
- Retention: Quantified CoC and severance economics are competitive (2× CoC multiple) with accelerated vesting—reduces retention risk in strategic transactions but elevates change-in-control cost .
- Execution Risk: Discretionary approval of missed FCF tranche suggests willingness to protect management incentives amidst macro headwinds; investors should monitor performance rigor (particularly multi-year cash metrics) .
- Operating Levers: With COO accountability, delivery against targeted print growth (direct mail, packaging, in-store) and efficiency gains will be central; 2024 AIP at target and 2024 new sales outperformance (154.7% tranche) are positives for execution momentum .