Kathryn Quadracci Flores
Director at QUAD
Board
About Kathryn Quadracci Flores
Kathryn Quadracci Flores, M.D., age 57, has served on Quad/Graphics, Inc.’s Board since 2013 and is currently a member of the Finance Committee. She is Chief Executive Officer of QuadMed, LLC (a Quad subsidiary) since 2021. She holds a B.A. and B.S. from Brown University (1990) and an M.D. from Columbia University (1995). She is the sister of Chairman & CEO J. Joel Quadracci, the sister‑in‑law of director Christopher B. Harned, and first cousin of Quad’s Chief Human Resources Officer, Robert Quadracci .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QuadMed, LLC (Quad subsidiary) | Chief Executive Officer | 2021–Present | Leads employer health solutions subsidiary |
| The Windhover Foundation | President and Director | Current | Multi‑generational family foundation leadership |
| Brown University | Co‑Chair, President’s Leadership Council | Current | University external leadership engagement |
| Collegiate School of New York | Vice President & Secretary, Board of Trustees | Prior service | Governance roles |
| Brown University Sports Foundation | Board of Directors | Prior service | Advancement/athletics support |
| Marymount School of New York | Board of Trustees | Prior service | School governance |
| Pine Lake Yacht Club | Commodore | Prior service | Organizational leadership |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| The Windhover Foundation | President & Director | Non‑profit | Family foundation governance |
| Brown University | Co‑Chair, President’s Leadership Council | Academic | External advisory leadership |
Board Governance
- Independence status: Not independent under NYSE and Board standards (family relationships and subsidiary CEO role). Independent directors are Buth, Fuller, Rothman, Shiely, Eason, and Huet; Dr. Flores is designated non‑independent .
- Committee assignments: Finance Committee member (Finance Committee members: Harned – Chair; Buth; Shiely; Flores) .
- Attendance and engagement: The Board met 7 times in 2024; all directors then serving attended at least 75% of Board and relevant committee meetings. All directors attended the 2024 annual meeting (in person, webcast, or by phone) .
- Controlled company status: Quad is a NYSE “controlled company” due to the Quad Voting Trust holding >50% voting power, and relies on controlled company exemptions (no required nominating committee; compensation committee not required to be fully independent). The Board combines Chair/CEO roles and does not maintain a lead independent director due to family control structure .
- Executive sessions: Board and non‑management/independent directors hold executive sessions; independent director presides, varying by topic .
Fixed Compensation
Non‑employee director compensation (2024)
| Component | Amount ($) |
|---|---|
| Annual retainer (cash portion) | 117,500 |
| Equity (Deferred Stock Units) | 125,000 |
| All other compensation (charitable contribution in director’s name) | 10,000 |
| Total | 252,500 |
Program structure and limits:
- Standard non‑employee director program in 2024: $235,000 annual retainer (half cash, half DSUs); Chair retainers: Audit $25,000; Compensation $20,000; Finance $17,000; deferral alternatives available under the Non‑Employee Director Deferred Compensation Plan .
- Equity plan cap: Total annual value for any non‑employee director (cash + equity) is limited to $675,000 under the 2020 Omnibus Incentive Plan .
Employment compensation at Quad subsidiary (Related‑party)
- As CEO of QuadMed, LLC, Dr. Flores received total 2024 compensation of $849,110, consisting of base salary, bonus, performance‑based cash, and the grant‑date fair value of equity awards (component breakdown not individually disclosed) .
Performance Compensation
- Director compensation is not performance‑based; equity is awarded as DSUs per the standard director program .
- For her employee role at QuadMed, the Company disclosed only the total compensation and that it includes performance‑based components; specific individual performance metrics/targets for Dr. Flores were not disclosed in the proxy .
Other Directorships & Interlocks
| Entity | Type | Role/Relationship | Potential Interlock/Conflict Note |
|---|---|---|---|
| Quad/Graphics, Inc. | Public | Director since 2013; Finance Committee member | Non‑independent; family relationships with CEO and another director |
| QuadMed, LLC (Quad subsidiary) | Private (subsidiary) | CEO | Related‑party transaction: 2024 comp $849,110 |
| Quad Voting Trust | Voting trust | Trustee (with J. Joel Quadracci and Elizabeth Quadracci Harned) | Trust controls 92.59% of Class B voting power; trustees share voting/investment power |
Expertise & Qualifications
- Education: B.A. and B.S., Brown University (1990); M.D., Columbia University (1995) .
- Leadership: CEO of QuadMed (employer‑sponsored health model); prior governance roles in multiple non‑profits and education boards .
- Board contribution: Company, health care, and family shareholder perspective; designated non‑independent due to family and employment ties .
Equity Ownership
| Class | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A | 144,310 | <1% | Includes 83,029 DSUs convertible within 60 days; includes 12,201 Class A held in trusts where she is trustee |
| Class B | 23,523 | <1% | Held in trusts where she is trustee |
| Voting Trust context | — | — | Quad Voting Trust holds 12,279,380 Class B (92.59%); trustees: J. Joel Quadracci, Kathryn Q. Flores, Elizabeth Q. Harned; trustees act by majority vote |
Ownership alignment and policies:
- Stock ownership guidelines require non‑employee directors to hold at least 4x the cash portion of the annual retainer; pre‑approval required for any pledging; hedging is prohibited for directors .
Governance Assessment
Key positives
- Independent Audit Committee; audit committee financial experts designated (Buth, Fuller, Shiely) .
- Regular executive sessions; all directors met 75%+ attendance thresholds in 2024; full director attendance at 2024 annual meeting .
- Clear director compensation structure focused on cash + DSUs; plan‑level annual cap for non‑employee directors .
- Company‑wide clawback/recoupment applies to awards under the 2020 Plan .
- Use of independent compensation consultant (FW Cook) for executive and director compensation benchmarking .
Risk indicators and red flags
- Controlled company with concentrated family voting power via Quad Voting Trust; no lead independent director; combined Chair/CEO roles .
- Dr. Flores is not independent and simultaneously serves as CEO of a Quad subsidiary (QuadMed), receiving compensation; this is a related‑party transaction and ongoing potential conflict area requiring continued oversight and recusal protocols .
- Compensation Committee includes one non‑independent director (Fowler) under controlled company exemptions, which may weaken perceived independence of pay oversight .
- Discretionary pay decisions for NEOs in 2022–2024 LTI (free cash flow portion paid at 100% despite threshold not achieved) reflect latitude in target rigor; while not specific to Dr. Flores, it is a governance signal on pay‑for‑performance risk tolerance .
- Board independence minority (6 of 10 at time of reporting; with one retirement reducing Board to nine) in a controlled setting may limit counterbalance to family/trustee influence .
Say‑on‑Pay & Shareholder Feedback (Context)
- Most recent say‑on‑pay (May 2023): 97% approval of votes cast; triennial frequency preferred; next vote expected at 2026 annual meeting .
Compensation Peer Group (Context for pay benchmarking oversight)
- 20‑company peer group used for NEO benchmarking (e.g., Interpublic, Omnicom, Stagwell, Cimpress, Pitney Bowes, etc.), selected by FW Cook; revenue range ~$1–8B; focus on print/commercial services/marketing platforms .
Director Compensation Program Details (Reference)
- 2024 program: $235,000 retainer (50% cash, 50% DSUs); Chair retainers: Audit $25,000; Compensation $20,000; Finance $17,000; deferral elections available .
- Equity plan cap for non‑employee directors: $675,000 total annual value (cash + equity) .
Related‑Party Transactions (Monitoring Focus)
- Dr. Flores (director) is CEO of QuadMed, LLC (subsidiary) and received $849,110 in 2024 compensation (base salary, bonus, performance‑based cash, equity award grant‑date value). The Board requires disclosure and approval/ratification of related‑person transactions over $120,000; such transactions are reviewed for shareholder interest alignment by independent directors (or delegated to Audit) .
Overall implication: Dr. Flores brings operational healthcare expertise and long‑tenured family stewardship, but her non‑independent status, trustee role in the controlling Voting Trust, and executive role at a subsidiary are the central governance risk factors. Investors should monitor recusal practices on Finance/related‑party matters, continued disclosure of QuadMed arrangements, and the balance of independent oversight within a controlled company framework .