Eric Ashworth
Executive Vice President of Product and Market Strategy; President, Quad Agency Solutions at QUAD
Executive
About Eric Ashworth
Eric N. Ashworth served as Executive Vice President, Product & Market Strategy and President, Quad Agency Solutions at Quad/Graphics (Quad) from 2015 until notifying the company on April 1, 2025 that he would leave effective May 1, 2025 . He previously founded BlueMint Associates and was President of SGK (Schawk) after roles as Chief Strategy Officer and Chief Growth Officer; earlier marketing roles included Colgate-Palmolive, The Clorox Company, and Levi Strauss & Co.; he holds an MBA (University of San Francisco) and a BS in Marketing (San Francisco State) . Quad’s performance metrics closely tied to his incentive compensation included 2024 Adjusted EBITDA of $224 million (at target) and free cash flow of $56 million (above gating) ; company TSR (initial $100 investment) reached $179.25 in 2024 with net loss of $50.9 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SGK (Schawk Inc.) | President | 2012–2015 | Led global marketing services org (44 locations, 3,300 employees) and growth strategy |
| SGK (Schawk Inc.) | Chief Strategy Officer; Chief Growth Officer | 2009–2012 | Drove corporate growth and strategy |
| BlueMint Associates | Founder | Not disclosed | Sold integrated marketing agency to SGK |
| Colgate-Palmolive; The Clorox Company; Levi Strauss & Co. | Marketing roles | Not disclosed | Brand and growth leadership in consumer sectors |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Uniting Voices Chicago | Director | Not disclosed | Board member; Quad/Periscope supported organization rebrand; community engagement |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 605,475 | 625,000 |
| Target annual bonus ($) | 514,654 (AIP payout) | 531,250 (AIP target) |
| Target bonus % of salary | 85% (derived: 514,654 ÷ 605,475) | 85% (derived: 531,250 ÷ 625,000) |
| Stock awards grant-date fair value ($) | 218,929 | 203,250 |
| Discretionary bonus ($) | — | 201,000 (2022–2024 LTIP FCF component paid at target) |
| Non-Equity Incentive Plan Compensation ($) | 1,077,154 | 842,197 |
| All other compensation ($) | 48,227 | 49,387 |
Notes:
- 2024 AIP paid “at target” based on Adjusted EBITDA at target and FCF above the gate .
- 2022–2024 LTIP FCF component was paid at 100% target despite threshold not achieved (committee discretion) .
Performance Compensation
| Plan/award | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Annual Incentive Plan | Adjusted EBITDA | Not disclosed | $220–235M | $224M | At target | Cash, paid 2025 |
| 2024 Annual Incentive Plan | Free cash flow (gate) | Gate | ≥$40M | $56M | Gate achieved | — |
| 2024–2026 LTIP (cash) | New sales (2024) | 50% of cash award (in 3 annual tranches) | $243M | $257M | 154.7% of target | Cash, paid 2025 |
| 2024–2026 LTIP (cash) | Free cash flow (3-yr) | 50% of cash award | Not disclosed | In progress | Not yet measured | 2026 payout timing |
| 2024 RSU/RS grant | Service-based | 33% of LTIP value | Grant 1/1/24; 37,500 shares | — | — | Cliff vest 3/1/2027 |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership | 222,200 Class A shares; less than 1% |
| Unvested RS/RSU (12/31/24) | 144,101 shares; market value $1,004,384 at $6.97/share |
| Vesting schedule (legacy awards) | 52,942 vested 3/1/2025; 53,659 vest 3/1/2026; 37,500 vest 3/1/2027 |
| Options | None outstanding/exercisable |
| Stock ownership guidelines | Executives vice presidents: 3× base salary; includes RS/RSU and deferred stock units |
| Hedging/pledging | Hedging prohibited; pledging requires pre-approval |
Potential pressure note: Equity grants require continuous employment to vest; Ashworth’s announced departure on 5/1/2025 may impact vesting of unvested awards absent any negotiated treatment or qualifying termination under plan terms .
Employment Terms
| Provision | Key terms |
|---|---|
| Severance Plan (non-CoC) | If terminated without cause or due to >10% salary reduction: 1× base salary + target bonus; pro-rated current-year bonus based on actual performance; continued benefits; outplacement up to $50,000; restrictive covenants (24 months non-compete, non-solicit, NDA, non-disparagement) |
| Severance Plan (CoC + qualifying termination) | 2× base salary + target bonus; pro-rated current-year bonus based on target; lump-sum welfare benefits; SERP full vesting; outplacement up to $50,000; plan uses “best-net” for 280G excise tax (no gross-up) |
| Equity treatment (change-in-control) | Unvested RS/RSU accelerate; performance-based cash/PSUs become earned at target; earned but unpaid amounts are paid |
| Quantified CoC termination (12/31/24 assumptions) | Severance $2,312,500; pro-rated target bonus $531,250; performance-based cash $1,114,947; RS vesting $1,004,384; outplacement $50,000; welfare coverage $58,906; total $5,071,987 |
| Quantified non-CoC termination (12/31/24 assumptions) | Cash termination $1,156,250; pro-rated current bonus $531,250; outplacement $50,000; welfare $29,453; total $1,766,953 |
| Clawbacks | All awards subject to company clawback/recoupment and applicable listing standards |
Compensation Peer Group (Benchmarking)
- 2023 comparator group used to set 2024 targets included 20 print/commercial services and marketing platform companies (e.g., Omnicom, Interpublic, Stagwell, Ziff Davis, Gannett, Sonoco, Brady, Pitney Bowes, etc.) . FW Cook was retained as independent compensation consultant; committee assessed independence and found no conflicts .
Say-on-Pay & Shareholder Feedback
- Last advisory vote (May 2023) received >97% support; next vote expected at 2026 annual meeting .
Track Record & Execution
- Led Quad’s Agency Solutions strategy and integrations (Ivie Marketing Services, Rise Interactive, Periscope) and development of Data & Analytics and global production platform; role included defining growth/product development and acquisition strategies .
- 2024 “new sales” performance of $257M exceeded target ($243M), driving 154.7% payout on that LTIP tranche ; 2024 AIP paid at target with EBITDA at target and FCF above gate .
Compensation Structure Analysis
- Strong pay-for-performance design: AIP gated by FCF and targeted to Adjusted EBITDA; LTIP cash split 50% new sales (annual tranches) and 50% multi-year FCF; equity via cliff-vesting RS/RSU .
- Discretionary element: Committee/Board approved 100% target payout for 2022–2024 LTIP FCF component despite threshold miss—acknowledging interest-rate headwinds, leverage reduction, asset sales, refinancing, and credit improvements (alignment risk) .
- No options and no repricing permitted under plan; dilution monitored; clawbacks and ownership guidelines enforced .
Investment Implications
- Alignment: Emphasis on EBITDA, FCF, and “new sales” ties incentives to profitability and growth; ownership guidelines and anti-hedging policies support alignment .
- Retention/transition risk: The 5/1/2025 departure introduces risk of forfeiture for unvested equity absent qualifying termination; unvested RSU tranches scheduled through 2027 could be impacted .
- Compensation discretion red flag: 2022–2024 FCF LTIP paid at target despite miss may weaken pay-for-performance signals if repeated; monitor future committee discretion trends .
- Change-of-control economics: Double-trigger benefits and full acceleration at target for performance awards could be material, but no excise tax gross-up (best-net cutback) under the Severance Plan (gross-up applies only to CEO employment agreement) .
- Governance context: Quad is a controlled company under NYSE rules; while independent oversight exists, controlled status and combined Chair/CEO roles may influence compensation decisions and strategic direction .