Item 1. Business
Item 1. Business
Overview
As a worldwide marketing solutions partner, Quad leverages its 50-year heritage of platform excellence, innovation, strong culture and social purpose to create a better way for its clients, employees and communities. The Company’s integrated marketing platform helps brands and marketers reduce complexity, increase efficiency and enhance marketing spend effectiveness. Quad provides its clients with unmatched scale for on-site services and expanded subject expertise in marketing strategy, creative solutions, media deployment and marketing management services. With a client-centric approach that drives the Company to continuously evolve its offering, combined with leading-edge technology and single-source simplicity, the Company has the resources and knowledge to help a wide variety of clients in multiple vertical industries, including retail, publishing, consumer technology, consumer packaged goods, financial services, insurance, healthcare and direct-to-consumer.
Quad was founded in Pewaukee, Wisconsin, as a Wisconsin corporation, in 1971 by the late Harry V. Quadracci. As of January 31, 2021, the Quadracci family, through the Quad/Graphics, Inc. Amended and Restated Voting Trust Agreement (“Quad Voting Trust”), has voting control of approximately 71%, which the Company believes provides it with continued stability and flexibility as Quad works to achieve its long-term strategic vision. As of December 31, 2020, the Company had approximately 15,800 full-time equivalent employees in North America (including Mexico and the Dominican Republic), South America, Europe and Asia, and served a diverse base of approximately 4,500 clients. Quad locations span 14 countries, including 49 manufacturing and distribution facilities and more than 80 client-based on-site locations, with additional investments in printing operations in Brazil and India.
During Quad’s first 40 years, the Company grew rapidly through greenfield growth, built a premier manufacturing and distribution platform equipped with the latest technology, established its reputation as one of the printing industry’s foremost innovators and created a strong Company culture based on enduring values and commitment to social purpose that remains in place today.
Beginning in 2010, Quad strategically expanded its offerings to create enhanced value for its clients. Quad saw an opportunity to participate in industry consolidation in response to economic and industry pressures following the great recession of 2008 and 2009 that severely impacted print volumes and accelerated the impact of media disruption. Through a series of disciplined consolidating acquisitions that included World Color Press, Inc., Vertis Holdings Inc. and Brown Printing Company, the Company added experienced talent and enhanced and expanded its print-based product and service offerings, while removing inefficient and underutilized capacity by transitioning work to more efficient facilities, and reducing costs. This period of consolidation created a disciplined cost reduction philosophy and advanced, highly automated and efficient manufacturing and distribution capabilities the Company operates today.
Beginning in 2014, Quad began focusing on strategic investments in marketing services, talent and technology to accelerate its transformation as a marketing solutions partner. During this transformation period, known as Quad 3.0, Quad made several growth acquisitions including Ivie & Associates, LLC (“Ivie”), a premier marketing services provider specializing in customized marketing and business process outsourcing with unmatched scale for on-site marketing services; Periscope, Inc. (“Periscope”), one of the nation’s top five independent creative agencies by annual revenue, offering world-class capabilities in strategy, including media buying and analytics, creative and account management, and packaging design and premedia services; and the acquisition of a controlling interest in Rise Interactive Media & Analytics, LLC (“Rise”), a leading digital marketing agency specializing in media, analytics and customer experience in digital channels. In addition, the Company hired business professionals with client-side marketing experience and consulting expertise to strategically expand its integrated marketing offering, enter new market verticals, and change product-centric conversations with clients to a solutions based approach centered on uncomplicating marketing for our clients. To reflect its transformation to a marketing solutions partner with a strong foundation in print, the Company evolved its brand from Quad/Graphics to Quad in 2019.
2
Table of Contents
Today, Quad provides brands and marketers with a more efficient and effective way to go to market and reach consumers. Through its integrated marketing platform, the Company creates greater value for clients by helping them reduce the complexities of working with multiple agency partners and vendors; reduce process inefficiencies through workflow re-engineering, content production and process optimization; and improve marketing spend effectiveness through demand-driving ideas and integrated solutions that help clients target audiences, plan and measure marketing, strategize, create and activate big ideas, produce content at scale, and connect with consumers through multiple channels. Quad also creates societal value through a strong commitment to corporate social responsibility, prioritizing people and the planet along with profits (i.e., the triple bottom line). This dedication to operating with meaningful purpose aligns with Quad’s long-standing commitment to create a better way – a hallmark of the Company’s culture.
While the Company experienced a significant reduction in client demand in 2020 due to the COVID-19 pandemic, it took aggressive actions to realign its cost structure and continued to drive productivity improvements while maintaining the health and well-being of employees; providing high-quality, on-time delivery for clients; and ensuring the long-term financial health and stability of the Company. During the pandemic, Quad has been able to continue growing print segment share because of its dependable performance, operational and financial stability, and ongoing investment in its platform. It also has continued to expand its marketing solutions with new and existing accounts, providing clients with the simplicity, efficiency and effectiveness of one integrated approach for content creation, production and media placement. In addition, the Company provided essential pandemic-related communications support through its In-Store Marketing and Direct Mail groups, such as signage for social distancing and mask wearing at retail locations. Despite the challenges from the pandemic, and ongoing industry and economic disruption, Quad believes it will be able to maintain its leading competitive position through its consistent business strategy and integrated marketing platform, providing stability and innovative solutions for clients into the future.
More information regarding Quad is available on the Company’s website at QUAD.com . Quad is not including the information contained on or available through its website as part of, or incorporating such information by reference into, this Annual Report on Form 10-K. The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports are made available to the public at no charge through a link appearing on the Investor Relations section of the Company’s website. Quad provides access to such materials through its website as soon as reasonably practicable after electronically filing such material with, or furnishing it to, the SEC.
Industry and Competition
According to a January 2021 Dun & Bradstreet First Research report, the U.S. advertising services industry is forecast to grow at an annual compounded rate of 6% between 2020 and 2024, as compared to the printing industry which is in secular decline. The secular decline of the printing industry has accelerated due to the COVID-19 pandemic and the further migration of advertising dollars from print to digital channels. These industry dynamics support Quad’s transformation as a marketing solutions partner.
The advertising and marketing services industry is highly fragmented. According to the January 2021 Dun & Bradstreet First Research report, the top 50 companies in the U.S. advertising and marketing services industry generate approximately 40% of industry revenue. Services in this industry include advertising for print, broadcast and online media (about 25% of industry sales); public relations (12%); and direct marketing (10%). Other services include display advertising, media buying (reselling advertising time or space), and media representation (selling advertising time or space on behalf of media outlet owners). The U.S. advertising and marketing services industry includes about 38,000 establishments (single-location companies and units of multi-location companies), with combined annual revenue of about $105 billion.
The commercial print industry is also highly fragmented. According to the October 2020 Printing in the U.S. IBISWorld industry report, the United States commercial printing industry, in the aggregate, generates an estimated $70 billion in annual revenue, employs over 370,000 people and is comprised of approximately 44,000 companies . The report also states that no printing company accounts for more than 5% of total commercial print industry annual revenue in the United States.
3
Table of Contents
In addition to being highly fragmented, competition in the printing industry remains intense, and the Company believes that there are indicators of heightened competitive pressures. The industry has excess manufacturing capacity created by continued declines in industry volumes, compounded by the COVID-19 pandemic, which, in turn, have created accelerated downward pricing pressures. The Company faces competition due to the increased accessibility and quality of digital alternatives to traditional delivery of printed documents through the online distribution and hosting of media content, and the digital distribution of documents and data. The Company faces competition from print management and marketing consulting firms that look to streamline processes and reduce the overall print spend of the Company’s clients.
The commercial print industry has moved toward a demand for shorter print runs, faster product turnaround and increased production efficiency of products with lower page counts and increased complexity. This, combined with increases in postage expenses and the increased use of digital marketing and communication channels, has led to excess manufacturing capacity in the print industry. This excess capacity has allowed certain larger competitors, like Quad, with economies of scale, strong balance sheets and access to capital markets, the ability to invest in automation and more efficient equipment, take advantage of consolidating acquisition opportunities to remove excess, inefficient and/or underutilized capacity, and reduce overall costs.
Competition in both the advertising and marketing services and print industries is affected by real gross domestic product growth, as economic activity and advertising spending are key drivers of consumer demand. In times of economic prosperity, advertisers may increase spending to build brand awareness and to drive sales. Conversely, in times of global economic uncertainty and budget pressures, advertisers may reduce spending or shift their spending to other forms of media, as demonstrated during the COVID-19 pandemic. For print specifically, magazine publishers that face diminished advertising pages reduce total page counts and frequency; catalog marketers reduce page counts, circulation and frequency of print campaigns; retailers curb investments in store inventory and cut back on retail insert newspaper circulation and advertising; and other advertisers reduce their direct mail volume, particularly in the banking, insurance, credit card, real estate and nonprofit industries. It is possible that these customers instead decide to move advertising spend to digital alternatives.
Marketing services providers face pressure to satisfy major clients’ needs, as the win or loss of a major client account can impact revenue significantly. Another challenge facing marketing service providers relates to public concern and general annoyance with advertising methods. For example, data collection of personal information for marketing purposes is an issue under scrutiny from federal legislation, and marketing service providers are facing future restrictions on certain types of data they collect. In Europe, the European Union enforces data protection through the General Data Protection Regulations.
The Company faces competition in the advertising and marketing services industry based on access to a skilled workforce, pricing, adapting quickly to new technology, creating unique and effective campaigns and offering superior customer service. Across Quad’s range of printed products, competition is based on total price of printing, materials and distribution; quality; distribution capabilities; customer service; access to a highly skilled workforce; availability of labor due to the COVID-19 pandemic; availability to schedule work on appropriate equipment; on-time production and delivery; and state-of-the-art technology to meet a client’s business objectives, including the ability to adopt new technology quickly.
As consumer media consumption habits change, marketing services providers face increased demand to offer end-to-end marketing services, from strategy and creative through execution, across all channels, traditional and digital. As new marketing and advertising channels emerge, marketing services providers must expand their services beyond traditional channels, such as for television, newspapers, print publications and radio, to digital channels, such as mobile, internet search, internet display and video, to create effective multichannel campaigns for their clients.
4
Table of Contents
Quad believes that business users of print and print-related services are focused on generating and tracking the highest returns on their marketing spend. Quad believes it is well positioned to help clients achieve greater process efficiencies and marketing spend effectiveness through data-driven integrated marketing solutions. The Company believes that its clients receive the greatest return on their marketing spend when they start with a strong marketing strategy that uses print in combination with other media channels, informed by customer data, to create targeted and relevant multichannel marketing campaigns.
Seasonality
Quad is subject to seasonality in its quarterly results as net sales and operating income are higher in the third and fourth quarters of the calendar year as compared to the first and second quarters. The fourth quarter is typically the highest seasonal quarter for cash flows from operating activities and Free Cash Flow due to the reduction of working capital requirements that reach peak levels during the third quarter. Seasonality is driven by increased magazine advertising page counts, retail inserts and catalogs primarily due to back-to-school and holiday-related advertising and promotions. The Company expects this seasonality impact to continue in future years. Due to the continued uncertainty surrounding the COVID-19 pandemic, the Company anticipates this seasonality may be further impacted in future periods, as the Company is heavily dependent on consumer demand.
Strategic Priorities
Quad’s overarching business strategy and singular vision as a marketing solutions partner is achieved through the execution of the following five consistent strategic priorities:
Walk in the Shoes of Clients
The Company encourages all employees, regardless of job title, to walk in the shoes of clients by putting a priority on listening to clients’ needs and challenges, doing what they can to make it easy to work with Quad, and making the client experience enjoyable and inclusive at every touchpoint. With a focus on solving problems and uncomplicating the marketing process, Quad seeks to become an invaluable strategic marketing partner for its clients, helping them successfully navigate today’s constantly evolving media landscape through innovative data-driven solutions, produced and deployed efficiently across multiple media channels. A key component of Quad’s client-facing strategy is to strengthen relationships at higher levels within a client’s organization so the Company can better understand, anticipate and satisfy the organization’s requirements, including their diversity, equity and inclusion goals, and broader corporate social responsibility goals. The Company also believes its proactive thought leadership in the key issues facing its clients, including data-driven marketing, sustainability and postal reform, will foster loyalty to the Quad brand.
Grow the Business Profitably
This strategic priority centers on Quad’s ability to defend against significant media disruption and ongoing print industry headwinds and grow the business as a marketing solutions partner. Key components of this priority are:
• Expand existing account relationships by introducing clients to the Company’s ever-expanding offering that helps them market more efficiently and effectively across media channels. To this end, Quad is focused on ensuring it has the right talent in the right positions to facilitate strategic marketing conversations with its clients that lead to a better understanding of their needs, developing tailored solutions and growing market share.
• Expand in key vertical industries with growth opportunities, such as consumer technology, consumer-packaged goods, financial services, insurance, healthcare and direct-to-consumer, while continuing to capitalize on the Company’s established expertise in retail and publishing. Through existing and new offerings, Quad delivers solutions dedicated to solving client marketing and process challenges.
5
Table of Contents
• Grow print segment share by providing dependable, on-time performance and ongoing investments in its platform that improve manufacturing and distribution cost efficiencies, product features and effectiveness. At a time of significant industry and economic disruption, Quad is a stable and reliable partner to its clients.
• Make disciplined investments that take many different forms. The Company intends to continue to pursue acquisitions that help expand and strengthen its integrated marketing platform as well as value-driven industry consolidating acquisitions that meet its disciplined acquisition criteria. In addition, the Company intends to continue making long-term investments in its talent, such as hiring business professionals with client-side marketing experience and consulting expertise who will bolster its position as a marketing solutions partner, as well as investments to increase employee engagement, retention and productivity.
Strengthen the Core
The Company operates what it believes to be a superior and unparalleled integrated marketing platform, which it has consciously built to reduce complexity, enhance efficiencies and improve marketing spend effectiveness across channels. Through this unique platform, the Company offers marketing strategy, including consumer insights and data analytics; creative solutions for producing quality content at scale; media optimization for all channels, including print, broadcast and digital; and 24/7 global production, supported by industry-leading print manufacturing capabilities. Quad uses a disciplined return on capital framework to make regular, strategic investments in this platform, resulting in what it believes is the most integrated, automated, efficient, innovative and modern marketing platform of its kind. The Company’s long-standing, disciplined culture of holistic Continuous Improvement and commitment to Lean Enterprise methodologies, along with ongoing investments in employee development and retention, further supports its goal of strengthening its platform so that Quad can remain a high-quality, low-cost producer.
To strengthen its core offering, the Company continually seeks to enhance its product portfolio, especially in the direct marketing and packaging space, with innovations that support clients’ ability to stand out in the mailbox or on the store shelf. These innovations include proprietary solutions unavailable anywhere else in the marketing, communications or printing industries.
Additionally, Quad has chosen to strategically divest of those businesses that cannot be easily leveraged as part of its greater integrated marketing platform, such as books. Through these types of optimization efforts, Quad strengthens its core by remaining focused on where it can provide the most value to clients by uncomplicating marketing to deliver more.
Empower Employees
Quad’s strategic priority to empower employees throughout their career journey builds on the key aspects of the Company’s distinct corporate culture, which the Company views as a competitive advantage. These aspects include the Company’s enduring values, which are centered on trust, innovation, growth and believing in people. The Company understands that its employees perform better at work when they can simply be themselves – confident in their abilities and comfortable sharing their ideas, opinions and beliefs – all of which leads to a more inclusive environment and better engagement, decision-making and business outcomes. The Company implements talent strategies to meet its labor and business transformation needs, and training and reward programs to engage, develop and retain its employees. Employees are encouraged to take advantage of the Company’s continuous growth environment, which not only teaches critical on-the-job and leadership skills, but also helps them respond to rapid change, cultivate effective networks, and create high-quality relationships necessary for personal, professional and company growth. The Company believes its approach to continuous growth for each employee is advantageously distinct from other employers. With the Company’s encouragement to do things differently, to be something greater and to create a better way, employees are more fully engaged in their day-to-day activities, producing better results for clients and advancing the Company’s strategic priorities. Additionally, the Company engages employees and fosters corporate pride by supporting community activities, initiatives and organizations that impact the quality of life near Quad’s operations.
6
Table of Contents
Enhance Financial Strength and Create Shareholder Value
Quad follows a disciplined approach to maintaining and enhancing financial strength to create shareholder value, which is essential given ongoing media disruption and printing industry challenges. This strategy is centered on the Company’s ability to maximize net earnings, Free Cash Flow and operating margins; maintain consistent financial policies to ensure a strong balance sheet, liquidity level and access to capital; and retain the financial flexibility needed to strategically allocate and deploy capital as circumstances change. The priorities for capital allocation and deployment are adjusted based on prevailing circumstances and what the Company thinks is best for shareholder value creation at any particular point in time. Those priorities currently include deleveraging the Company’s balance sheet through debt and pension liability reductions, and making compelling investments that drive profitable organic growth and productivity in the Company’s print manufacturing and distribution operations, as well as expansion into higher-growth marketing services, and pursuing value-driven industry consolidation. The Company’s Board of Directors proactively suspended the Company’s quarterly dividends beginning in the second quarter of 2020, and the Company is currently prohibited from making dividend payments through September 30, 2021. However, the Company remains committed to paying a dividend over the long term and will seek to resume a dividend following the stabilization of its operating environment.
To provide ongoing improvement in manufacturing productivity, the Company applies holistic Continuous Improvement and Lean Enterprise methodologies to simplify and streamline processes and to ultimately maximize operating margins. These same methodologies are applied to its selling, general and administrative functions to create a truly lean enterprise. The Company has been working diligently to lower its cost structure by consolidating its manufacturing operations into its most efficient facilities, as well as realizing purchasing, mailing and logistics efficiencies by centralizing and consolidating print manufacturing volumes, and eliminating redundancies in its administrative and corporate operations. Quad believes that its focused efforts to be the high-quality, low-cost producer generates increased Free Cash Flow and allows the Company to maintain a strong balance sheet through debt and pension liability reduction. The Company’s disciplined financial approach also allows it to maintain sufficient liquidity and to reduce refinancing risk, with the nearest significant debt maturity not occurring until May 2022.
Competitive Advantages
Quad’s strategic priorities are powered by three key competitive advantages that the Company believes distinguish it from its competitors: a commitment to platform excellence, a commitment to ongoing innovation, and a commitment to its culture and social purpose.
Commitment to Platform Excellence
Quad provides a better way to solve clients’ marketing and process challenges through a data-driven integrated marketing platform that enables clients to strategically plan, produce, deploy, manage and measure their content across multiple media channels – rapidly, at scale and without handoffs that comprise quality, consistency and timeliness. Through this platform, Quad gives brands and marketers a more efficient and effective way to go to market and reach consumers using its unmatched scale in client on-site services and expanded subject matter expertise in:
• Marketing Strategy , including customer insights and analytics, campaign planning and media services, to understand and connect with a target audience;
• Creative Solutions , including campaign development, photo and video production, adaptive design and cross-media production to produce quality content quickly and at scale;
• Media Deployment , including print, broadcast, all forms of digital, in-store and packaging, to reach multi-channel consumers while maximizing budgets; and
• Marketing Management Services , including dedicated marketing services teams, sourcing and procurement, and print and paper management, to alleviate operational complexities to focus on other critical aspects of business.
7
Table of Contents
Quad’s 24/7, “always-on” global platform capitalizes on creative talent and production resources in North America, South America, Europe and Asia to provide clients with around-the-clock service and/or service in a desired geography.
Quad’s dedicated on-site and near-site teams, including a network of photo studios, serve as the gateway to its integrated marketing platform. Quad employees serve as a natural extension of a client’s internal marketing department, fulfilling traditional agency executional roles while also providing production efficiencies at scale for content creation, creative production and marketing execution. The Company believes this model increases process efficiencies and enables clients to focus on what they do best: sell more products, services and content. Quad now has more than 450 professionals embedded at more than 80 on-site locations covering grocery, sporting goods, mass merchandisers and publishers.
Over its 50-year heritage, the Company has led the industry in its printing and distribution capabilities – the most capital intensive part of Quad’s integrated marketing platform, but also a key point of differentiation with traditional creative agencies and agency holding companies. These investments in equipment, automation and leading-edge technology have been key to enhancing print product features, including personalization, while maximizing labor productivity, increasing throughput and reducing labor costs. For example, through ongoing investments in digital press technology, the Company provides marketers and publishers a full range of options to produce and deliver more relevant content faster, in smaller print-run quantities, and more cost-effectively versus conventional web offset press technology. Recent investments in digital press technology also have enabled Quad to enter markets in which it previously was not as competitive. These ongoing investments, along with innovative front-end toolsets and data workflows, and industry-best, back-end logistics and postal optimization, have enabled Quad to better serve the needs of today’s leading marketers. Quad carries over this commitment to print media to other forms of media, including all forms of digital, broadcast, in-store and out-of-home.
Another key aspect of the Company’s manufacturing capabilities is the operation of very large facilities (greater than one million square feet) that produce multiple different product lines under one roof to maximize utilization of equipment and labor resources, while also driving savings in certain product lines (such as publications and catalogs) due to economies of scale. The Company has continued to strengthen its manufacturing operations by:
• Removing excess and/or under-utilized capacity, and by consolidating work into facilities where it can achieve the greatest manufacturing and distribution efficiencies. Over the past 10 years, the Company has closed 50 manufacturing plants to reduce under-utilized production capacity.
• Reconfiguring and re-equipping manufacturing facilities for growth segments, such as packaging and in-store marketing. For example, in 2019, Quad transformed its Leominster, Massachusetts book plant into a packaging facility to take advantage of key vertical industries in the region in which packaging plays a key role in establishing a product’s visual brand and influencing point of purchase decisions.
Postal rates are a significant component of many clients’ cost structures, and Quad believes that postal costs influence the number of pieces that its clients print and mail. Therefore, the Company has invested significantly in its mailing and distribution platform to mitigate increasing postage costs, and to help clients successfully navigate the ever-changing postal environment. One of Quad’s postal optimization programs is co-mailing, which involves the sorting and bundling of multiple printed products to be mailed to consumers, in order to facilitate better integration with the United States Postal Service (“USPS”). In return, the USPS offers significant work-sharing discounts for this sorting, bundling and drop-shipping. Quad’s co-mail program is the largest in the print industry (based on information published or otherwise made available from competitors). Due to the continuously increasing costs of utilizing the USPS and to help control costs for its clients, Quad continues to expand its alternate delivery service for clients that altogether bypasses the USPS to deliver products to consumers’ doorsteps.
8
Table of Contents
Commitment to Ongoing Innovation
At the forefront of innovation for 50 years, Quad believes its commitment to ongoing innovation drives its purpose to create a better way, which benefits all stakeholders. Quad innovates in marketing solutions and other vertically integrated capabilities as follows:
Marketing Solutions
When it comes to marketing solutions, Quad takes a disciplined approach to (1) expand its existing offerings; (2) develop new offerings; and (3) deliver solutions that solve clients’ marketing and process challenges in the areas of Marketing Strategy, Creative Solutions, Media Deployment and Marketing Management.
The Company has hired talent with client-side marketing experience and consulting expertise to help advance conversations with clients to be more solutions-based versus product-focused. Quad’s Enterprise Sales team is focused on understanding client pain points, and aims to expand relationships with higher-level executives responsible for corporate strategy, including Chief Executive Officers and Chief Marketing Officers, to create and implement solutions that incorporate a broad range of Quad’s products and services. Through these relationships, the Company is able to gain insights into additional client marketing needs, and then uses a disciplined process to develop and commercialize those solutions to expand and deepen Quad’s relationships. These solutions include media products, and innovative solutions for cost-effective mailing and distribution, as well as online and cloud-based solutions for effectively integrating multichannel campaigns.
Marketing Strategy: The Company has made recent investments in its data and analytics, campaign planning and media services for improved marketing execution to increase response rates and improve return on investment. The Company’s data-driven customer insights and analytics services not only help clients determine their target audience based on behavior and demographics, but also the best content to serve up to that audience. Customer insights and analytics services include market segmentation and list optimization as well as advanced testing capabilities, including a proprietary online testing platform that allows clients to rapidly test print creative and formats, and identify precisely what combination of format, offer, messaging and imagery will be most successful. The Company also conducts annual quantitative research that reveals the unique characteristics of special demographic, generational, gender and socio-economic groups and how they consume advertising and marketing messaging, as well as their attitudes and engagement preferences in several industry segments. The Company has innovated media buying by providing media services for all channels in-house, creating a single point of accountability for streamlined execution and helping clients speed up the media cycle with more opportunities to iterate, adjust and optimize spend across channels.
Creative Solutions: Quad creates world-class campaigns that attract attention and activate audiences, and then implement those campaigns using processes that save money and time to get in market faster. Technology plays a key role in Quad’s Creative Solutions which include content workflow solutions that simplify and optimize the creative process, from concept through production; content production services that enable clients to generate high-volume, high-quality content with a noncompetitive, complementary partner; creative services that seamlessly connect strategy, concept and design; and mar-tech solutions centered on solving client challenges in the areas of marketing operations, content accessibility, content production (including but not limited to copywriting, videography and photography), content workflows, asset management, content deployment and data optimization. Clients credit the Company’s creative solutions for providing a more integrated, channel agnostic, content-first approach.
Media Deployment: Unlike traditional creative agencies and agency holding companies, Quad has the ability to deploy content across all channels using its own in-house print, broadcast, digital, in-home and packaging capabilities.
To improve internal processes, enhance client service levels and drive efficiencies in media deployment, the Company has consistently focused on the rapid adoption of technological innovations, complemented by a long-standing commitment to Continuous Improvement and Lean Enterprise methodologies, and business process management tools that further simplify and improve existing internal workflows, and reduce costs. For example, Quad’s own Smartools ® proprietary enterprise resource planning system provides seamless, real-time information flow across print sales and estimating, production planning, scheduling, manufacturing, warehousing, logistics, invoicing, reporting and customer
9
Table of Contents
service. Quad also has applied robotic process automation to streamline data processing and report generation. This allows employees to focus on value-adding tasks, while the robotic process completes the transactional, repetitive functions. Where appropriate, Quad also leverages artificial intelligence in areas such as labor management, scheduling and predictive machine maintenance.
While print’s traditional role in media engagement is changing, Quad continues to believe it is an important and strategic channel for brand owners and marketers and, therefore, continues to make investments in its print manufacturing and distribution capabilities averaging 2% of its annual net sales for capital expenditures over the past five years. These investments, which include automated guided vehicles, robotic palletizers and efficient digital and wide-web offset presses, have resulted in what the Company believes is the most advanced and efficient print manufacturing and distribution capabilities in the industry and have allowed the Company to reduce the amount invested in recent years without impacting its leading technological excellence. These investments also have enabled it to remain the print industry’s high-quality, low-cost producer.
Marketing Management: Quad leverages its deep expertise and expansive network to help clients manage their operations the way it runs its own – with diligence toward efficiency and cost-savings. Through this innovative approach, Quad alleviates operational complexities for clients by offering its network of in-house experts and capabilities for marketing and production outsourcing; sourcing and procurement of goods and services; and print and paper management. As a result, clients can focus on other critical aspects of business while leveraging Quad’s expertise and purchasing power.
Vertically Integrated Capabilities
A commitment to innovation and creating a better way to do business has also helped to expand Quad’s vertically-integrated print and non-print capabilities. Through ongoing innovation in prepress/premedia services, paper procurement and ink manufacturing (through Quad’s Chemical Research\Technology subsidiary), the Company maintains a competitive advantage in delivering lower costs and enhanced customer service for its clients while providing the Company with substantial control over critical links in the overall print supply chain to help control the quality, cost and availability of key inputs in the printing process.
The Company created a health and wellness subsidiary, QuadMed, LLC (“QuadMed”) in 1990 to address its own employees’ needs for quality, cost-effective health care. Today, QuadMed provides worksite health care solutions nationally for approximately 60 employers of all sizes and across all industries, including private and public sector employers. These solutions include onsite, near-site and virtual health delivery of comprehensive primary and preventive care, condition management, wellness programs and coaching, physical therapy, behavioral health, pharmacy services, occupational health and more.
Commitment to Culture and Social Purpose
Quad believes its ability to create value is not limited to generating economic value, but also social and environmental value, and that corporate social responsibility is good business. This dedication to operating with meaningful purpose aligns with its commitment to creating a better way – a hallmark of the Company’s culture. In fact, Quad believes that its distinct corporate culture, which evolved from a core set of values conceived by the Company’s late founder Harry V. Quadracci, drives thoughtful decision-making, especially with regard to its disciplined approach to managing operations, innovating solutions for clients, and better positioning the Company to prevail in a dynamic marketplace.
Quad uses the triple bottom line – people, planet, profit – as the measure for social well-being, environmental impact, and economic value. In this Annual Report on Form 10-K, the Company discusses People under “Human Capital Management” below; Planet under “Environmental Stewardship” below; and Profit under “Corporate Governance” below.
10
Table of Contents
Human Capital Management
The Company continually invests in and supports its employees. Its people-focused, values-driven culture is a key competitive advantage that the Company believes distinguishes itself from its competitors.
Attracting, Developing and Retaining Highly Qualified Talent
Quad relies on highly qualified, skilled and knowledgeable talent to advance its strategic priorities and maintain its competitive advantage. Accordingly, the Company heavily invests in efforts to attract, develop and retain employees, and in tools, technologies, processes and education to increase engagement, productivity and efficiency.
As of December 31, 2020, the Company had approximately 15,800 full-time equivalent (“FTE”) employees in the following geographies:
Geographic Region Number of FTE Employees
North America (Includes Mexico, Central America and the Caribbean) 13,400
Europe, Middle East and Africa 1,600
South America 700
Asia 100
The ways in which Quad attracts, develops and retains highly qualified talent include, among others, the following:
• Providing and maintaining a world-class culture and environment for health and safety. The Company strives for zero workplace injuries and illnesses through its Safety Accountability for All Employees (SAFE) policy which states that no department is considered properly managed – regardless of proficiency in other managerial areas – unless it maintains an acceptable level of safety performance. All employees, from entry-level through senior management, are held accountable for adhering to the Company’s safety policies. In 2020, the Company also implemented a Safe at Work program in response to the COVID-19 pandemic, which prioritizes the health and safety of employees through a variety of initiatives (for additional information on this program, see “COVID-19 ” below).
• Implementing a new wage structure over the past few years for hourly manufacturing employees in its most competitive labor markets.
• Offering career development through a variety of programs, including:
◦ Accelerated Career Training , which provides a fast-track for career advancement in manufacturing positions.
◦ People Leading People , a leadership development program focused on best-in-class manager behaviors that drive employee development and retention.
◦ Corporate Training Program, an 18-month to 36-month on-the-job training and leadership development program in which employees learn Quad’s business from the ground up.
◦ Ongoing skills training, including industrial, mechanical and youth apprenticeship programs.
• Acting on employee feedback garnered through regular surveys and open forums at department and company-wide meetings. This includes engagement surveys – both large-scale and targeted by location or department.
• Fostering pride through employee recognition programs; employee and family events; long-standing focus on corporate social responsibility, including community outreach activities and environmental sustainability efforts; and adhering to a published code of conduct.
11
Table of Contents
Compensation and Benefits
The Company invests in its workforce by offering market competitive compensation, regularly conducting total compensation benchmarking as part of its basic operations, as well as offering a comprehensive benefits package as part of its Total Rewards program. Features of this program include:
• Comprehensive medical, dental and vision coverage to employees, including access to 24/7 telemedicine.
• On-site or near-site primary and specialty healthcare care, pharmacy, dental and vision clinics, physical therapy services, and fitness centers at several large-scale employee locations, owned and operated by the Company’s health and wellness subsidiary, QuadMed.
• 401(k) retirement savings program with annual discretionary Company match as well as retirement planning and financial wellness resources and webinars.
• Paid vacation time and holidays.
• Short and long-term disability insurance.
• On-site daycare and summer camps for some of the Company’s largest employee locations.
• Promoting the importance of total employee well-being through the Company’s new wellness platform, QLife, that provides extensive information and resources for addressing employees’ total health, including physical, emotional, financial and social well-being.
Diversity, Equity and Inclusion
At a time of heightened awareness about social justice issues, Quad has enhanced its diversity, equity and inclusion (“DEI”) strategy and program to: (1) ensure it achieves a workforce that reflects the communities where employees live and work, as well as the clients who trust Quad with their business; (2) ensure that procedures, processes and distribution of resources create equal opportunities and fair and just outcomes; and (3) create a safe and open environment where all Quad employees can bring their truest and best selves to work every day, consistent with the Company’s long-standing values.
The Company demonstrates its commitment to diversity, equity and inclusion in a variety of ways, including the following:
• Supporting employee-led Business Resource Groups (BRGs), which are formed and managed by employees who share common interests and concerns, to encourage, support and help each other, and provide the Company with feedback on ways to enhance the employee experience. The Company’s BRGs currently include: The Circle for women launched in 2016; the Frontline for military veterans launched in 2019; PRIDE for the LGBTQIA+ community and allies launched in 2020; and U.N.I.T.E. for black employees and allies launched in 2020.
• Expanding partnerships with community organizations that support underserved communities, such as Running Rebels in Milwaukee where Quad provides career-oriented manufacturing jobs, training and transportation to individuals seeking to better their employment situation.
• Partnering with diversity, equity and inclusion experts to advance a more comprehensive and sustainable strategy that includes tailored learning and development programs for employees. In 2020, the Company:
◦ Fielded a company-wide survey to better understand employee attitudes and perceptions toward diversity, equity and inclusion.
◦ Held educational town halls covering DEI topics.
12
Table of Contents
◦ Conducted extensive discovery with employees to surface the areas of greatest need for DEI programmatic and education efforts, including an assessment of culture competencies, stakeholder interviews and focus groups.
• Creating I am. We Are. , an internal platform to celebrate diverse voices while also affirming that employee voices are stronger when they come together. Here, employees can listen to employees from across the company as well as external thought leaders as they discuss DEI-related topics.
• Supporting the education and advancement of diverse talent in the creative industry through talent development programs, such as paid agency internships, and scholarships at institutions committed to diversifying the talent pipeline.
• Advancing supplier diversity by developing mutually beneficial relationships with diverse suppliers. Quad’s goal is to achieve a supplier base that reflects the diversity of the communities in which it does business.
Community Relations
The Company continuously seeks to build relationships and involvement with its communities through volunteerism, outreach, philanthropy and charitable giving. Through its efforts, the Company has made a meaningful difference through support of food pantries, emergency relief, literacy programs, technical schools and more. The Company’s annual Quad Charity Golf Outing for employees and vendors raises money for organizations that improve education or access to resources, including Homes for our Troops, Children’s Hospital of Wisconsin Burn Center and Herma Heart Institute, and Stars and Stripes Honor Flight.
Communication
The Company believes that timely, transparent communication with all employees is an important engagement tool, and uses a variety of channels to inform and educate employees about business operations and matters of personal importance (e.g., benefits). These channels include InsideQuad , the employee intranet; executive blogs and vlogs; executive town halls; department meetings; email; opt-in text messaging; in-plant electronic and print signage; and in-home mailings. Quad’s CEO hosts quarterly town halls for all employees, accessible online and also posts video and written messages.
COVID-19
Throughout the COVID-19 pandemic, Quad has prioritized protecting employees’ health and well-being while also protecting the financial health and long-term viability of the Company. Beginning with the earliest stages of the pandemic, Quad:
• Activated a cross-disciplinary Crisis Management Team to address business continuity, including maintaining employee health and wellness, while continuing to serve clients.
• Followed guidance from the Centers for Disease Control and Prevention, local health authorities, and federal and state governments, along with best practices and recommendations from its health and wellness subsidiary, QuadMed.
• Developed a Safe at Work program providing for the health and safety of employees while we continue to meet the needs of clients. This program includes processes and procedures for good hygiene, social distancing, mask wearing and daily disinfecting to prevent the spread of COVID-19. Also, as part of this program, any employee who is able to perform their duties remotely has been equipped to work from home to promote social distancing.
• Created a Rapid Response Team to assess each potential COVID-19 case, perform contact tracing, determine the need for self-quarantining, and support and track employees through their return to work at the appropriate time. In 2020, Quad has assessed, responded and tracked situations involving more than 4,300 employees.
13
Table of Contents
• Implemented a communication strategy that includes frequent communications and ongoing education – including in-home mailings and opt-in text messaging – around how to stay healthy both inside and outside of work.
Environmental Stewardship
Quad believes that doing what is good for the environment is good for business, and seeks to operate in an environmentally responsible manner by challenging itself to find new and better ways to conduct business that better serves the environment and reflect the values of its clients and their customers. This approach, which the Company calls enlightened environmentalism, focuses on conserving resources, minimizing waste, and recycling and reusing materials and equipment. Examples of Quad’s enlightened environmentalism include a blend of programs, processes and technologies, including:
• Partnering with federal, state and local regulatory agencies; educational institutions; industry trade groups; and nonprofit organizations to share information, best-management practices, development of new tools and metrics, and innovative technology that lead to reduction or elimination of environmental impacts.
• Benchmarking environmental performance to evaluate the effectiveness of current environmental management programs and to identify program areas that need improvement or need to be developed.
• Maintaining three responsible forestry certifications: Forest Stewardship Council® (FSC®), Sustainable Forest Initiative (SFI®) , and Program for the Endorsement of Forest Certification (PEFC) .
• Becoming a founding member of Forests in Focus , a sustainability verification tool that identifies family-owned forests as a source for sustainable wood fiber, the raw material used to make paper and packaging.
• Being a member of the Green Master’s Program, a recognition and assessment program for Wisconsin businesses interested in improving and being recognized for their sustainability initiatives.
• Formulating its own brand of Envirotech™ inks that contain a high percentage of renewable resource (i.e., vegetable) content.
• Developing a co-mailing program that helps consolidate loads of mail and, thereby, reduce greenhouse gas emissions impact by putting fewer trucks on the road.
• Equipping the Company’s web offset presses with dryers that can collect volatile organic compounds and use them as a supplementary fuel source to natural gas.
• Being active participants in the State of Wisconsin’s Focus on Energy program, an energy-savings program promoted by local utilities to encourage energy efficiencies and renewable use.
• Becoming ISO 50001 Certified Ready through the U.S. Department of Energy in our West Allis facility, a recognition that the Company would be considered “Ready” to achieve full ISO 500001 recognition if they opted to do so in the future.
• Helping clients meet their sustainability goals through sourcing sustainable materials.
• Putting the Company’s 375-acre “Camp Quad” recreational center into conservancy through non-profit Tall Pines, ensuring the land will be preserved for future generations.
• Continually educating clients, employees and communities on environmental sustainability matters. These include, providing access to internal experts for consultations, hosting symposiums and other educational events at which the clients, suppliers and employees learn about the latest challenges and trends in sustainability; and community education initiatives with non-profits dedicated to preserving our forests and ecosystems. In the last six years, Quad has educated 75 client companies on sustainability issues at its annual Sustainability Symposium featuring internal and external subject matter experts.
14
Table of Contents
As the owner, lessee or operator of various real properties and facilities, Quad is subject to various federal, state and local environmental laws and regulations, including those relating to air emissions; waste generation, handling, management and disposal; sanitary and storm water discharge; and remediation of contaminated sites. Historically, compliance with these laws and regulations has not had a material adverse effect on the Company’s results of operations, financial position or cash flows. Compliance with existing or new environmental laws and regulations may require the Company to make future expenditures.
Corporate Governance
Thoughtful corporate governance has been a part of Quad since its founding and is informed by the Company’s values of Grow, Believe in People, Have Fun, Make Money, Trust in Trust, Do the Right Thing, Do Things for the Rose (i.e., excellence) and Urgently Innovate. Key aspects of Quad’s approach to managing the Company include:
• Maintaining consistent, stable leadership that is focused on making decisions in the best long-term interest of the Company. It is able to do this because of the Quadracci family voting control, which enables the Company to manage its strategy and disciplined financial policy by being able to avoid the pitfalls of short-term decision making that could potentially jeopardize the stability and longevity of the Company.
• Retaining an experienced management team with a proven track record that is committed to preserving the Company’s values-based culture. The senior management team includes entrepreneurially minded leaders with a long tenure at Quad mixed with strategic new hires or leaders from recent acquisitions, further supplemented by managers and employees committed to advancing the Company as a marketing solutions partner. The Company believes the experience and stability of senior management, paired with next-generation talent, will contribute to its long-term success.
• Sustaining a disciplined approach to managing operations and commitment to innovating solutions to drive growth for clients and the Company.
• Maintaining a high standard for corporate compliance and ethical business practices to keep the business healthy and protect the Company and its stakeholders from risk. The Company’s values, especially Do the Right Thing , serve as the foundation for Quad’s ethical approach to decision-making and business practices. The Company’s Employee Code of Conduct appears on the employee intranet and corporate website, and explicitly states that Quad is committed to a workplace where every employee, regardless of job title or position, is responsible for doing the right thing. Employees are required to complete annual compliance training on acceptable use policy, anti-harassment, code of conduct, C-TPAT, HIPAA, information security and physical security.
• Creating a Supplier Code of Conduct that ensures the Company sources materials from responsible suppliers that have business integrity, ethical labor practices and environmental management policies. This Code also includes anti-corruption and anti-bribery policies.
Clients
Quad enjoys long-standing relationships with a diverse base of clients, which includes both national and regional corporations in North America, South America, Europe and Asia. The Company’s clients include industry-leading blue chip companies that operate in a wide range of industries and serve both businesses and consumers, including retailers, publishers and direct marketers. The Company’s relationships with its largest clients average over 20 years in duration.
In 2020, Quad served approximately 4,500 clients, and its ten largest clients accounted for approximately 15% of consolidated sales, with none representing more than 5% individually. The Company believes that its large and diverse client base, broad geographic coverage and extensive range of printing and print-related capabilities are competitive strengths.
15
Table of Contents
Patents, Trademarks and Trade Names
Quad operates research and development facilities that support the development of new equipment, process improvements, raw materials and content management, and distribution technologies to better meet client needs and improve operating efficiencies. The Company continues to innovate within the printing and print-related industry and, as a result, has developed what it believes to be one of the most powerful patent portfolios in the print industry.
Quad currently holds or has rights to commercialize a wide variety of worldwide patents and applications relating to its business. The Company intends to continue to file patent applications that it believes will help ensure the continued strength of the Company and its portfolio. Additionally, the Company markets products, services and capabilities under a number of trademarks and trade names. Quad aggressively defends its intellectual property rights and intends to continue to do so in the future.
Raw Materials
The primary raw materials that Quad uses in its print business are paper, ink and energy. At this time, the Company’s supply of raw materials is readily available from numerous vendors; however, based on market conditions, that could change in the future. The Company generally buys these raw materials based upon market prices that are established with the vendor as part of the procurement process.
Approximately half of the paper used in the printing process is supplied directly by the Company’s clients. For those clients that do not directly supply their own paper, the Company makes use of its purchasing efficiencies to supply paper by negotiating with leading paper vendors, uses a wide variety of paper grades, weights and sizes, and does not rely on any one vendor. In addition, the Company generally includes price adjustment clauses in sales contracts for paper and other critical raw materials in the printing process. Although these clauses generally mitigate paper price risk, higher paper prices and tight paper supplies may have an impact on client demand for printed products. The Company’s working capital requirements, including the impact of seasonality, are partially mitigated through the direct purchasing of paper by its clients.
The Company produces the majority of ink used in its print production, allowing it to control the quality, cost and supply of key inputs. Raw materials for the ink manufacturing process are purchased externally from a variety of vendors.
The Company generally cannot pass on to clients the impact of higher electric and natural gas energy prices on its manufacturing costs, and increases in energy prices result in higher manufacturing costs for certain of its operations. The Company mitigates its risk through natural gas hedges when appropriate. In its logistic operations, however, the Company is able to pass a substantial portion of any increase in fuel prices directly to its clients.
Business Acquisitions and Strategic Investments
On June 15, 2020, the Company purchased units of equity in Rise from a previous holder in the form of a $16 million note payable paid in full on October 1, 2020, and $1 million cash paid on June 15, 2020. In addition, on June 15, 2020, Rise purchased and retired units of equity from previous holders of Rise for $5 million in cash. These transactions increased the Company’s ownership interest from 57% to 99%. The Company began consolidating the results of Rise in the Company’s consolidated financial statements when its equity ownership increased to 57% on March 14, 2018. Rise is a leading digital marketing agency specializing in media, analytics and customer experience in digital channels.
The Company completed the acquisition of Periscope on January 3, 2019, for a net purchase price of $121 million, excluding acquired cash. Periscope is a creative agency headquartered in Minneapolis, Minnesota and provides a comprehensive offering, including media buying and analytics, creative and account management. Periscope also has packaging design and premedia services that complement Quad’s print-production capabilities.
16
Table of Contents
For additional information related to the Company’s acquisition activity, see Note 3, “Acquisitions and Strategic Investments,” to the consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
Information About Our Executive Officers
The following table sets forth the names, ages (as of January 31, 2021) and positions of Quad’s executive officers.
Name Age Position
J. Joel Quadracci 52 Chairman, President and Chief Executive Officer
Eric N. Ashworth 55 Executive Vice President of Product and Market Strategy, and President of Quad Agency Solutions
Julie A. Currie 58 Executive Vice President and Chief Revenue Officer
Thomas J. Frankowski 60 Executive Vice President and Chief Operating Officer
David J. Honan 52 Executive Vice President and Chief Financial Officer
Jennifer J. Kent 49 Executive Vice President of Administration and General Counsel
Kelly A. Vanderboom 46 Executive Vice President, President of Logistics and Treasurer
Steven D. Jaeger 56 Vice President and Chief Information Officer
Anne M. Bauer 56 Executive Director and Chief Accounting Officer
Mr. Quadracci has been a director of Quad since 2003, its President since January 2005, its President and Chief Executive Officer since July 2006 and its Chairman, President and Chief Executive Officer since January 2010. Mr. Quadracci joined Quad in 1991 and, prior to becoming President and Chief Executive Officer, served in various capacities, including Sales Manager, Regional Sales Strategy Director, Vice President of Print Sales, Senior Vice President of Sales and Administration, and President and Chief Operating Officer. Mr. Quadracci has served as the President of the board of trustees of the Milwaukee Art Museum since December 2018. He serves on the board of directors for Plexus Corp., Pixability, Inc., Road America, Inc., Children’s Hospital of Wisconsin, the National Association of Manufacturers, and the Metropolitan Milwaukee Association of Commerce. He also serves on the advisory council of the Smithsonian National Postal Museum and is a member of the Greater Milwaukee Committee. Mr. Quadracci received a Bachelor of Arts in Philosophy from Skidmore College in 1991. Mr. Quadracci is the brother of Kathryn Quadracci Flores, M.D., a director of Quad, and the brother-in-law of Christopher B. Harned, a director of Quad. Quad believes that Mr. Quadracci’s experience in the printing industry and in leadership positions within Quad qualify him for service as a director of Quad.
Mr. Ashworth has served as Executive Vice President of Product and Market Strategy since joining Quad in 2015, and President of Quad Agency Solutions since April 2016. Mr. Ashworth also serves on the board of directors of Ash+Ames, and is a board member of the Chicago Children’s Choir. Prior to joining Quad, Mr. Ashworth was President of SGK, Inc. (formerly Schawk, Inc.) from July 2012 to July 2015, Chief Growth and Strategy Officer of SGK from September 2009 to July 2012, and Global Chief Growth Officer of Anthem Worldwide (a division of SGK) from November 2003 to 2010. Prior thereto, Mr. Ashworth was Co-founder and President of BlueMint Associates from June 2002 through November 2003, after serving in various marketing roles at Fitch San Francisco, Addis Interaction, Levi Strauss & Co., Clorox, Colgate-Palmolive and National Semiconductor.
Ms. Currie has served as Executive Vice President and Chief Revenue Officer since November 2020. She previously served as Executive Consultant of FCM, LLC from 2019 to 2020. Prior thereto, Ms. Currie served as Senior VP of Global Retail Product Leadership from 2016 to 2019, as Senior VP, Global Loyalty Commercial Director from 2012 to 2016, as Senior VP, Global Business Services North America from 2008 to 2012, as VP, National Accounts Group Client Director from 2003 to 2007, and as VP, Group Client Director from 2001 to 2003 of The Nielsen Company. Ms. Currie also serves on the board of Boys & Girls Club of Lake County.
17
Table of Contents
Mr. Frankowski has served as Executive Vice President and Chief Operating Officer since March 2014. He previously served as Executive Vice President of Manufacturing Operations and President of Quad Europe from July 2010 to March 2014. Prior thereto, Mr. Frankowski was Senior Vice President of Manufacturing from 2004 to July 2010, President of Quad Europe from 2008 to July 2010, and served in various other capacities since he joined Quad in 1979. Mr. Frankowski also serves on the Quad/Graphics Europe Management Board and the board of Memjet Ink.
Mr. Honan has served as Executive Vice President and Chief Financial Officer since January 2015. He previously served as Vice President and Chief Financial Officer from March 2014 to January 2015, Vice President and Chief Accounting Officer from July 2010 to March 2014, Vice President and Corporate Controller from December 2009 to July 2010 and Quad’s Corporate Controller from when he joined Quad in May 2009 until December 2009. Currently, he serves on the Advisory board of FM Global. Prior to joining Quad, Mr. Honan served as Vice President, General Manager and Chief Financial Officer of Journal Community Publishing Group, a subsidiary of media conglomerate Journal Communications Inc., for five years. Before joining Journal Community Publishing Group, Mr. Honan worked in executive-level roles in investor relations and corporate development at Newell Rubbermaid, a global marketer of consumer and commercial products. Prior thereto, Mr. Honan worked at the accounting firm Arthur Andersen LLP for 11 years.
Ms. Kent has served as Executive Vice President of Administration and General Counsel since June 2015. She previously served as Vice President and General Counsel from December 2013 to June 2015, and as Quad’s Assistant General Counsel from when she joined Quad in August 2010 until December 2013. Ms. Kent joined the board of Mayville Engineering Company, (MEC: NYSE), a manufacturer of tooling, production fabrication, coating, assembly and aftermarket components, in December 2020 and serves on the board of Building Brave, a non-profit virtual community for professional women. Prior to joining Quad, Ms. Kent held various positions in the legal department at Harley-Davidson Motor Company from March 2003 to July 2010. Prior thereto, Ms. Kent served as an Assistant United States Attorney for the Eastern District of Wisconsin and practiced law at Foley & Lardner LLP, a Milwaukee-based law firm.
Mr. Vanderboom has served as Executive Vice President since 2018, and Treasurer and President of Logistics since March 2014. Mr. Vanderboom was put in charge of leading Quad’s EBITDA initiatives in October of 2019. Since joining Quad in 1993, he has served in various leadership capacities, including controller of Quad’s Distribution and Facilities departments from 2004 until 2006; director of Treasury, Risk & Planning, beginning in 2007, and Vice President, beginning in 2008.
Mr. Jaeger has served as Vice President and Chief Information Officer since November 2015. He previously served as Executive Vice President, President of Direct Marketing and Chief Information Officer from November 2014 to November 2015; as Executive Vice President, President of Direct Marketing and Media Solutions and Chief Information Officer from March 2014 to November 2014; as Corporate Vice President of Information and Technology since 2013; as Vice President of Information Systems and Infrastructure from 2007 to 2012; and as President of Quad/Direct from August 2007 until 2013. Prior thereto, Mr. Jaeger served as Quad’s Vice President of Information Systems from 1998 to 2006 and worked in various other capacities since he joined Quad in 1994. Prior to joining Quad, Mr. Jaeger worked for Andersen Consulting for eight years.
Ms. Bauer has served as Executive Director and Chief Accounting Officer since March 2017. She previously served as Director - Corporate Controller of Quad from May 2016 until March 2017. She joined Quad in September 2011, serving as Director of Corporate Accounting until May 2016. Prior to joining Quad, Ms. Bauer held various accounting positions at Journal Communications, Inc. during her 18 years there, including Vice President and Controller from June 2000 until September 2011.
Executive officers of Quad are elected by and serve at the discretion of Quad’s Board of Directors. Other than described above, there are no family relationships between any directors or executive officers of Quad.
18
Table of Contents