Robert Quadracci
About Robert Quadracci
Robert H. Quadracci is Quad’s Chief Human Resources Officer (CHRO), appointed in February 2023, with 26+ years of HR leadership at Quad and prior workforce management experience at Edison International. He is 57 and a first cousin of CEO J. Joel Quadracci and director Kathryn Quadracci Flores . Company performance context: FY2024 net sales fell 9.7% to $2,672.2 million, Adjusted EBITDA was $224.0 million, Free Cash Flow was $55.7 million, and TSR (value of a $100 investment) was $179.25; net loss was $50.9 million .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Net Sales ($mm) | $2,957.7 | $2,672.2 |
| EBITDA ($mm, non-GAAP) | $156.2 | $122.5 |
| Adjusted EBITDA ($mm, non-GAAP) | $233.7 | $224.0 |
| Net Income (Loss) ($mm) | $(55.4) | $(50.9) |
| Free Cash Flow ($mm, non-GAAP) | $76.8 | $55.7 |
| Value of $100 Investment (TSR) | $135.50 | $179.25 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quad | Vice President, HR – Sales, Marketing & Quad Agency Solutions | 2022–Feb 2023 | Led HR across commercial, marketing, and agency units (scope as titled) |
| Quad | Executive Director – Human Resources | 2014–2022 | Enterprise HR leadership during MX transformation |
| Quad | Human Resources Director | 1999–2014 | Built core HR practices across manufacturing and corporate |
| Edison International | Project Manager, Workforce Management & Corporate Redeployment | 1992–1999 | Workforce planning and redeployment program management |
External Roles
No external public company directorships or board roles disclosed for Robert H. Quadracci .
Fixed Compensation
Specific CHRO compensation (salary, target bonus, equity grant values) is not disclosed as Robert Quadracci is not a named executive officer (NEO) in the proxy tables. Quad’s executive pay structure emphasizes pay-for-performance; base salaries are reviewed annually by the Compensation Committee, and discretionary salary adjustments are made to align market levels .
Key program features:
- Annual cash incentive metrics: Adjusted EBITDA and a gating Free Cash Flow threshold .
- Long-term incentives: 67% performance-based cash, 33% restricted stock/RSUs (Cliff vest after ~38 months) .
Performance Compensation
Company plan design and 2024 outcomes (apply to NEOs; CHRO-specific targets/payouts not disclosed):
| Component | Metric | Weighting / Structure | Target(s) | Actual 2024 | Payout Effect |
|---|---|---|---|---|---|
| Annual Incentive | Adjusted EBITDA | Company-wide metric | $220–235mm (Target) | $224mm (Target Achieved) | Paid at target-level (AIP) |
| Annual Incentive | Free Cash Flow (Gate) | Gate for any payout | ≥ $40mm | $56mm (Gate Met) | Enabled payout |
| LTI (Performance Cash) | New Sales (2024 tranche) | 50% of LTI; 1/3 earned annually | $207mm / $243mm / $280mm (Thr/Target/Max) | $257mm (Above Target) | 154.7% of target for 2024 new sales component |
| LTI (Performance Cash) | Free Cash Flow (2022–2024 cycle) | 50% of 3-year LTI | Threshold not achieved | Not achieved | Discretionary payout at 100% of target (recognizing macro impacts), applied to NEOs incl. CEO; not specified for CHRO |
Vesting and plan terms:
- 2024 RSU/RS awards cliff-vest March 1, 2027 (NEO grants); minimum vesting can be shortened for new hires/promotions; acceleration permitted on death, disability, retirement, or change-of-control per plan .
- Awards subject to clawback/recoupment policies and ownership/holding requirements .
Equity Ownership & Alignment
Policies applicable to executives:
- Hedging prohibited; pledging requires pre-approval (Board/executives covered) .
- Stock ownership guidelines: CEO 5× salary; EVPs 3×; Senior VPs 2×; retention requirement of 50% of net shares until compliant .
- Controlled company structure: Quad Voting Trust holds ~92.59% of Class B voting power, providing long-term stability and family oversight .
| Policy | Requirement |
|---|---|
| Hedging | Prohibited for directors and executive officers |
| Pledging | Requires prior approval for directors/executives |
| Ownership Guideline | CEO 5× salary; EVPs 3×; SVPs 2×; retain 50% of net shares until target met |
| Clawback | All awards subject to recoupment/holding policies and legal requirements |
Note: Individual share ownership for Robert Quadracci is not itemized in the stock ownership table; only group totals are disclosed for “directors, nominees and executive officers as a group” .
Employment Terms
While the CEO and certain NEOs’ specific agreements are disclosed, executive plan-level protections and restrictions relevant to senior officers include:
- Executive Severance Plan (participants: designated executives) :
- Non-compete, non-solicit, non-disclosure, non-disparagement: 24 months post-termination .
- Severance (non-CoC): One year base salary + target bonus; pro-rata current year bonus based on actual performance; benefits continuation; outplacement up to $50k .
- Severance (CoC window): Two times base + target bonus; pro-rata current year bonus at target; lump-sum benefits; SERP vesting; outplacement up to $50k; double-trigger; “best-net” excise approach (no gross-up) .
- CEO employment agreement: higher multiples (2× non-CoC; 3× CoC) and excise gross-up .
- Award acceleration: unvested options and restricted stock vest; unearned performance awards earned at target upon CoC; death/disability acceleration per award terms .
- Executive Salary Continuation Plan: 60% of base salary payable to spouse/dependents upon death (duration based on age) .
Investment Implications
- Alignment: Strong pay-for-performance framework ties annual incentives to Adjusted EBITDA and FCF, and LTI to “new sales” and 3-year FCF, supporting growth and cash discipline; clawback and ownership policies reduce misalignment risk .
- Retention risk: Robust severance protections (non-compete and double-trigger CoC terms) and salary continuation mitigate attrition among senior leaders, including HR leadership; however, Quad’s controlled-company structure concentrates voting power and may limit governance change catalysts .
- Red flags: Discretionary payout of the 2022–2024 FCF LTI component at 100% despite threshold miss signals committee flexibility; investors should monitor for repeat discretion if macro headwinds persist . Family relationships among senior leadership require sustained independent oversight—committee independence and use of FW Cook are positives .
- Trading signals: Hedging prohibited and pledging tightly controlled reduces forced-selling risk; absent Form 4 data herein, watch insider activity and award vesting calendars (NEO RSU cliff vesting) for supply effects .
Notes and Sources
- Executive biography and role: Robert H. Quadracci, CHRO; age 57; appointed Feb 2023; prior HR roles and Edison International background .
- Performance metrics: FY2024 net sales, EBITDA/Adjusted EBITDA, net loss, FCF, TSR .
- Incentive design, targets, and outcomes: Annual plan and LTI metrics and 2024 results .
- Ownership, hedging/pledging, clawback: Policies and guidelines .
- Severance/CoC and award acceleration: Plan terms and quantifications (NEOs) .
- Controlled-company governance and Voting Trust: Structure and voting control .