Kelly Vanderboom
Executive Vice President and Treasurer; Head of Agency Operations at QUAD
Executive
About Kelly Vanderboom
Kelly A. Vanderboom (age 50) serves as Executive Vice President and Treasurer and has led Agency Operations since March 2023; he joined Quad in 1993 and has held leadership roles across finance, logistics, and program management, including President of Logistics (2014–2023) and Treasurer since 2007 . He also serves on the board of QuadMed and provides executive oversight for Quad Paper Services, reflecting deep operational and financial stewardship across the enterprise . Company performance metrics underpinning his incentive plans in 2024 included Adjusted EBITDA of $224 million (at target), free cash flow of $56 million (above gating threshold), and new sales of $257 million (above target) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quad | Controller, Parcel Direct (freight expediting subsidiary sold to FedEx in 2004) | 2000s (pre-2004) | Supported spin/asset sale readiness; financial controls for logistics unit |
| Quad | Treasurer | Since 2007 | Corporate treasury, capital markets, liquidity stewardship |
| Quad | Vice President | Since 2008 | Expanded executive leadership responsibilities |
| Quad | VP, Program Management Office (PMO) | 2012–2014; 2019–2023 | Enterprise program delivery, transformation governance |
| Quad | President of Logistics | 2014–2023 | Scaled logistics operations; integration with print/agency solutions |
| Quad | EVP & Treasurer | Since 2018 | Executive oversight of finance, treasury; senior leadership |
| Quad | Head of Agency Operations (Quad Agency Solutions) | Since Mar 2023 | Operational leadership, revenue growth focus in agency services |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| QuadMed (subsidiary) | Board Member | Current | Oversight of employee health services subsidiary |
| Quad Paper Services | Executive Oversight | Current | Senior oversight of paper sourcing/services platform |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 525,000 | 542,000 |
| Bonus ($) | — | 201,000 (discretionary payment for 2022–2024 LTI FCF component) |
| Stock Awards ($) | 218,929 | 203,250 |
| Non-Equity Incentive Plan Compensation ($) | 1,008,750 | 771,647 |
| All Other Compensation ($) | 26,952 | 31,499 |
| Total ($) | 1,779,631 | 1,749,396 |
| 2024 Target/Payout Detail | Amount |
|---|---|
| Base Salary ($) | 542,000 |
| Annual Incentive Target ($) | 460,700 |
| Annual Incentive Target (% of Salary) | ~85% (460,700 / 542,000) |
| Actual Annual Incentive Paid ($) | 771,647 (includes 2024 Annual Incentive and LTI new sales cash payouts) |
Performance Compensation
| Plan | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2024 Annual Incentive | Adjusted EBITDA | Not disclosed (primary metric) | $220–235m target; $185m threshold; $250m max | $224m (at target) | At target (Board-approved) | Paid in 2025 for 2024 performance |
| 2024 Annual Incentive | Free Cash Flow (gate) | Gate (must be ≥ threshold) | ≥ $40m | $56m | Gate satisfied | Paid with annual incentive |
| 2024–2026 LTI (Cash) | New Sales (annual tranches) | 50% of LTI cash (each year is 1/3 of this 50%) | 2024: $243m target; $207m threshold; $280m max | 2024: $257m | 154.7% of target for 2024 tranche | Paid following annual measurement |
| 2024–2026 LTI (Cash) | Free Cash Flow (3-year) | 50% of LTI cash (full 3-year) | 3-year goal (not disclosed in proxy) | 3-year measurement | TBD (2026 close) | Pay after performance period |
| 2024–2026 LTI (Equity) | Restricted Stock/RSUs | 33% of total LTI value | Grant-date FV: $203,250; 37,500 shares | N/A | N/A | Cliff-vest Mar 1, 2027 (continuous employment requirement) |
Notes: In 2024, the committee also approved discretionary payouts for the free cash flow component of the 2022–2024 LTI (threshold not achieved) to recognize debt reduction/leverage improvement and other factors outside management’s control; Mr. Vanderboom received such a bonus (listed in “Bonus”) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership (Class A) | 270,066 shares (<1%) |
| Shares Outstanding (Class A) | 37,099,534 |
| Ownership % (Class A) | ~0.73% (270,066 / 37,099,534) |
| Unvested RS/RSUs (12/31/2024) | 144,101 shares; MV $1,004,384 at $6.97 close |
| Upcoming Vesting Schedule | 52,942 vested Mar 1, 2025; 53,659 vest Mar 1, 2026; 37,500 vest Mar 1, 2027 |
| Options | None outstanding (no exercisable or unexercisable options) |
| Hedging/Pledging Policy | Hedging prohibited; pledging requires pre-approval |
| Stock Ownership Guidelines | Executive Vice Presidents: 3× base salary; retention of 50% of shares upon vest/exercise until compliant |
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance Plan | Executive Severance Plan effective 9/15/2016; auto-renews annually; extended 2 years upon change in control; “good reason” includes material pay reduction, relocation >60 miles, material diminution in role, failure to assume plan, or material breach . Participant list includes Kelly Vanderboom . |
| Change-in-Control – Acceleration (no termination) | Awards provide for accelerated vesting of restricted stock/RSUs and performance-based cash upon change in control ; for Vanderboom, acceleration value estimated at $2,119,331 (performance cash $1,114,947; RS vesting $1,004,384) . |
| Termination (no change-in-control) – Estimated Payments (12/31/2024) | Cash termination $1,002,700; pro-rated current-year bonus $460,700; outplacement $50,000; welfare/insurance $26,731; total $1,540,131 . |
| Change-in-Control + Qualifying Termination – Estimated Payments (12/31/2024) | Severance $2,005,400; pro-rated target bonus $460,700; performance-based cash $1,114,947; RS vesting $1,004,384; outplacement $50,000; welfare/insurance $53,462; total $4,688,893; no excise tax gross-up under plan design . |
| Clawback/Taxes | No 280G/4999 gross-up; best-net reduction applies for golden parachutes (per 2020 Plan) . Tax treatment for RSUs/performance units per plan; Section 409A compliance noted . |
Investment Implications
- Pay-for-performance alignment: Annual incentive tied to Adjusted EBITDA and a free cash flow gate (achieved in 2024), with LTI emphasizing growth via new sales and multi-year free cash flow; 2024 outcomes drove at-target annual payouts and above-target new sales LTI cash for the year .
- Governance watchpoint: The committee exercised discretion to pay the 2022–2024 LTI free cash flow component despite threshold not being met, citing external factors (rates) and balance sheet improvements; this introduces precedent risk for future metric rigor .
- Equity alignment and supply considerations: Material unvested RS/RSUs with scheduled vesting on 3/1/2026 and 3/1/2027, plus the cliff vest on 3/1/2027, could create incremental supply at vest dates; hedging is prohibited and pledging requires pre-approval, reducing misalignment risk .
- Downside protection and retention: Change-in-control and termination protections are robust (estimated up to ~$4.69 million in aggregate under double-trigger), with single-trigger acceleration of awards on change in control; Severance Plan auto-renewal supports retention continuity .
- Ownership and guidelines: Beneficial ownership is ~0.73% of Class A shares, with formal 3× salary ownership guidelines and mandatory post-vest retention policies for non-compliant executives, supporting long-term alignment .