Quad/Graphics, Inc. 10-K

Item 1. Business Overview Quad is a global marketing experience company that gives brands a more streamlined, impactful, flexible and frictionless way to go to market and reach consumers. The Company leverages its three key competitive advantages — integrated marketing platform excellence, ongoing innovation, and culture and social purpose — to create a better way for its clients, employees and communities. With a marketing platform intentionally built for integrated marketing execution, Quad helps brands reduce the complexity of working with multiple agency partners and vendors; increase marketing process efficiency; and maximize marketing effectiveness. The Company’s holistic, multichannel, through-the-line marketing solutions include strategy and consulting, data and analytics, technology solutions, media services, creative and content solutions, and managed services. With unmatched scale for client-based, on-site services and highly qualified talent with expansive subject matter expertise, the Company has the resources and knowledge to help a wide variety of clients across multiple verticals, including those in industries such as retail, publishing, consumer packaged goods, financial services, healthcare, insurance 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, 2023, the Quadracci family, through the Quad/Graphics, Inc. Amended and Restated Voting Trust Agreement (“Quad Voting Trust”), has voting control of approximately 72%, 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, 2022, the Company had approximately 15,300 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 2,900 clients. Quad locations span 14 countries, including 45 manufacturing and distribution facilities and more than 80 client-based on-site locations, with additional investments in printing operations in 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 services offerings while removing inefficient and underutilized capacity by transitioning work to more efficient facilities and reducing costs. This period of consolidation established a disciplined cost reduction philosophy while creating the opportunity for additional investments in the highly automated and efficient manufacturing and distribution capabilities the Company operates today. Beginning in 2018, Quad focused on strategic investments in marketing services, talent and technology to accelerate its eventual transformation as a marketing experience company. During this transformation period, Quad made several growth acquisitions including Ivie & Associates, a premier marketing services provider specializing in customized marketing and business process outsourcing with unmatched scale for client-based, on-site marketing services; Periscope, a top five independent creative agency offering world-class capabilities in strategy, including media buying and analytics, creative and account management, and packaging design and pre-media services; and Rise Interactive, a leading performance marketing agency specializing in digital media, analytics and customer experience. 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. To reflect its transformation, the Company evolved its brand from Quad/Graphics to Quad in 2019. 2 Table o f 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 removing friction in the marketing process and speeding the overall marketing journey by enabling more effectively integrated marketing ecosystems. For Quad clients, this: • Reduces the complexities of working with multiple agency partners and vendors by limiting handoffs that occur in the marketing process. • Increases marketing process efficiency through workflow re-engineering, process optimization and content production at scale. • Maximizes marketing effectiveness through their ability to target and reach the right audiences; get into market faster; scale resources more efficiently; achieve better integration of offline and online channels; optimize media performance; drive consistent consumer experiences; and realize meaningful cost savings. As a good corporate citizen, Quad also creates societal value through a strong commitment to proactively addressing environmental, social and governance (ESG) matters, as described in its ESG report, available for download at QUAD.com . This dedication to driving positive, sustainable change in its business and in the world aligns with Quad’s long-standing commitment to create a better way — a hallmark of the Company’s culture. In 2022, the Company delivered strong financial results while navigating multiple challenges, including an uncertain economic environment, paper and supply chain disruptions, inflationary cost pressures, rising interest rates and labor shortages. Despite these challenges, Quad worked thoughtfully and diligently to mitigate these impacts on the business and proactively manage client expectations. The Company continued to expand its marketing solutions with new and existing accounts, providing clients with the simplicity, efficiency and effectiveness of an integrated approach. Quad also grew print segment share because of its dependable performance, operational and financial stability, and ongoing investments in manufacturing automation. Further, Quad continued to create a better way to drive positive change in its business and the world through its environmental, social and governance commitments in key areas integral to its business strategy as a marketing experience company. Quad believes it will be able to maintain its leading competitive position through its consistent long-term business strategy driven by dedicated and passionate employees, and by 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 Quad competes in both the advertising and marketing services industry, and the commercial printing industry. Additional details about the industry landscape and competitive environment in which Quad operates are described below. According to an October 2022 Dun & Bradstreet First Research report, the U.S. advertising and marketing services industry is forecast to grow at an annual compounded rate of 3% between 2022 and 2026. Within the commercial printing industry, Quad provides targeted print products that are customized to consumers such as catalogs, direct mail, in-store signage and packaging as well as large-scale print products, such as magazines, retail inserts and directories. The secular decline in the company’s large-scale print segments accelerated due to the COVID-19 pandemic, an uncertain economic environment and the continued migration of advertising dollars from print to digital channels. These industry dynamics support Quad’s transformation as a marketing experience company. 3 Table o f Contents Advertising and Marketing Services The advertising and marketing services industry is highly fragmented. According to the October 2022 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 multiple advertising (30%), media planning and/or buying (10%), advertising creative (10%), full public relations services (10%), and leased display advertising media space (10%). Other services include coordinating the manufacturing and delivery of promotional items, direct mail advertising, and distribution of advertising materials. 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 $110 billion. Advertising and marketing services providers face pressure to satisfy major clients’ needs, as the win or loss of a major client account can impact revenue significantly. Additionally, these providers face challenges related to public concern and general annoyance with advertising methods. For example, data collection of personal information for marketing purposes is an issue under continued scrutiny from federal and state legislators, and marketers are facing growing restrictions on certain types of data they collect. In Europe, the European Union continues to enforce data protection through the General Data Protection Regulations. As consumer media consumption habits change, advertising and marketing services providers face increased demand to offer end-to-end marketing services, from strategy and creative through execution. As new advertising and marketing channels have emerged, these providers have been required to expand their focus beyond traditional channels, such as television, radio, newspapers and print publications, to digital channels, such as email, paid search, digital display and social, to create effective multichannel marketing campaigns for their clients. The advertising and marketing services industry 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. Competition in the advertising and marketing services industry is based on access to talent, pricing, adapting quickly to new advertising platforms and technology, creating unique and effective multichannel marketing campaigns, and offering superior customer service. Commercial Printing The commercial printing industry is also highly fragmented and highly competitive. According to the July 2022 Printing in the U.S. IBISWorld industry report, the United States commercial printing industry, in the aggregate, generates an estimated $80 billion in annual revenue, employs more than 421,000 people and is comprised of over 48,000 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. The commercial printing 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 marketers’ increasing use of online marketing and communication channels (exacerbated by the COVID-19 pandemic, as well as the current macroeconomic conditions) — has led to excess manufacturing capacity in the printing 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. 4 Table o f Contents Like the advertising and marketing services industry, the printing industry is affected by real gross domestic product growth and 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 non-print media. For print specifically, magazine publishers that face diminished advertising pages reduce total page counts and frequency; catalog marketers reduce page counts, circulation or 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. It is possible that these businesses instead decide to move print advertising spend to digital alternatives. Competition in the commercial printing industry is based on the total price of printing, materials and distribution; availability of materials, including paper, which may be more limited in the future as a number of mills reduce graphic paper production capacity in favor of other product lines, such as packaging; quality; distribution capabilities; customer service; access to a highly skilled workforce; availability of labor; 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. Quad believes that business users of print and print-related services are focused on generating and tracking the highest returns on their marketing investment. While digital advertising is essential in today’s marketing ecosystem, businesses that focus exclusively on online channels at the expense of offline channels may fail to maximize their return on investment (ROI). For example, research released in 2022 by the Association of National Advertisers showed that direct mail generated an average ROI of 112% — topping email (93%), paid search (88%), social media (81%) and digital display (79%). Quad believes it is well positioned to help brands and marketers achieve the greatest return on their marketing investment when they start with a strong strategy informed by an audience-first approach to get the right message to the right consumer at the right time using the right combination of channels. 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 retail inserts and catalogs primarily due to back-to-school and holiday-related advertising and promotions. The Company expects seasonality impacts to continue in future years. Strategic Priorities Quad delivers its overarching business strategy and singular vision as a marketing experience company by executing the Company’s five consistent strategic priorities, as outlined here. Walk in the Shoes of Clients Quad 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, and doing what they can to make it easy to work with Quad at every touchpoint. Quad focuses on solving problems, and removing pain points and sources of friction wherever a client experiences it in the marketing process. Quad seeks to become an invaluable strategic marketing partner by helping its clients successfully navigate today’s constantly evolving media landscape through innovative, data-driven solutions that are produced and deployed efficiently and at scale, across offline and online 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 broader environmental, social and governance objectives. The Company also delivers proactive thought leadership about key issues facing its clients — including data-driven marketing, mar-tech and postal reform — to help foster loyalty to the Quad brand. 5 Table o f Contents Grow the Business Profitably This strategic priority centers on profitably growing Quad as a marketing experience company. Key components of this priority are: • Acquire new and expand existing account relationships by introducing clients to the Company’s holistic, multichannel, through-the-line marketing solutions — encompassing strategy and consulting, data and analytics, technology solutions, media services, creative and content solutions, and managed services — to help them market more efficiently and effectively across offline and online media channels. To this end, Quad is focused on ensuring it has the right talent in the right positions to facilitate strategic marketing conversations and tailored solutions based on a deeper understanding of its clients’ needs. • Expand in key vertical industries with growth opportunities, such as consumer packaged goods, financial services, healthcare, insurance and direct-to-consumer, while continuing to capitalize on the Company’s established expertise in retail and publishing. Through existing and new products and services, Quad delivers solutions that solve client marketing challenges and drive success for their business. • Make disciplined and compelling investments that take many different forms. The Company intends to continue to pursue growth investments that help expand and strengthen its integrated marketing platform. In addition, the Company intends to continue making long-term investments in its talent, such as hiring business professionals with client-side marketing and consulting expertise, to enhance its position as a marketing experience company, as well as investments to attract new employees, and increase existing employee engagement, retention and productivity. Advance One-of-a-Kind Integrated Marketing Platform The Company operates what it believes to be a truly differentiated integrated marketing platform, intentionally built to remove friction from the marketing process and maximize marketing effectiveness by reducing complexity and increasing efficiency. Through this unique and scalable platform, the Company offers holistic, multichannel, through-the-line marketing solutions. Quad’s solutions include strategy and consulting, data and analytics, technology solutions, media services, creative and content solutions, and managed services, which the Company deploys efficiently across multiple offline and online media channels including digital, direct marketing, in-store, packaging and print. With expertise and resources in planning, creating, deploying, measuring and optimizing marketing efforts, Quad guides brands through every effort intended to drive an action, from consumer awareness and trust, to brand preference and purchase. Quad uses a disciplined return on capital framework to make regular, strategic investments in its marketing platform, resulting in what it believes is the most integrated, automated, efficient, innovative and advanced platform of its kind. The Company believes its long-standing culture of universal Continuous Improvement and commitment to Lean Enterprise methodologies, combined with ongoing, strategic investments in talent, technology, products and services, will continue to accelerate its position as a marketing experience company and drive growth. To strengthen its solutions offering, the Company continually seeks to enhance its product and services portfolio, especially in the data collection and deployment, direct marketing, in-store and packaging spaces, with innovations that support its clients’ ability to stand out in a consumer’s mailbox or front doorstep, or on the store shelf. These innovations include proprietary solutions unavailable anywhere else in the advertising and marketing services or printing industries. Additionally, as Quad accelerated its transformation as a marketing experience company over the last several years, it chose to strategically divest of those businesses that could not be easily leveraged as part of its greater integrated marketing platform. Through these types of optimization efforts, Quad has been able to maintain a superior, unparalleled marketing platform that delivers value to clients and, ultimately, their customers. 6 Table o f Contents Empower Employees Quad views its corporate culture as a strategic competitive advantage. The Company’s priority to empower employees throughout their career journey builds on a foundation of Quad’s enduring Values, which are centered on trust, innovation, growth, believing in people and doing the right thing. The Company understands that its employees perform better at work when they can simply be themselves — confident in their abilities; comfortable sharing their ideas, opinions and beliefs; and able to bring their truest and best selves to the workplace — all of which leads to a more inclusive environment and better engagement, decision-making and business outcomes. The Company embraces forward-thinking workplace practices, such as flexible work models; implements innovative talent acquisition strategies to meet its labor and business needs; and provides training and reward programs to engage, develop and retain its employees. Employees are encouraged to take advantage of the Company’s focus on employee growth and development, 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 every employee distinguishes it from other employers. With the Company’s encouragement to do things differently, be something greater and 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 fosters corporate pride and employee engagement by supporting community activities, initiatives and organizations that improve the quality of life of residents near Quad’s operations. Enhance Financial Strength and Create Shareholder Value Quad follows a disciplined approach to maintaining and enhancing financial strength to create shareholder value. This strategy is centered on the Company’s ability to drive profitable growth, and 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 balanced according to prevailing circumstances and what the Company thinks is best for shareholder value creation at any particular point in time. Those priorities currently include using its Free Cash Flow to continue reducing debt while investing in scaling the business as a marketing experience company to fuel net sales growth; driving profitability through sales growth; and pursuing opportunities to return capital to shareholders through stock buybacks or dividends over the long term. To provide ongoing improvement in productivity and, ultimately, maximize operating margins, the Company applies holistic Continuous Improvement and Lean Enterprise methodologies to simplify and streamline processes. These same methodologies are applied to its selling, general and administrative functions to create a truly Lean Enterprise. The Company continually works to lower its cost structure by consolidating its manufacturing operations into its most efficient facilities, as well as realizing purchasing, mailing and logistics synergies 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 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 of $87.7 million occurring in January 2024, and $229.8 million of debt maturities not due until November 2026. The Company had total liquidity of $425.0 million as of December 31, 2022, which consisted of up to $399.8 million of unused capacity under its revolving credit arrangement, which was net of $32.7 million of issued letters of credit, and cash and cash equivalents of $25.2 million. Quad is proud of its strong and trusted banking relationships, which provide the Company with increased financial flexibility to make strategic investments to accelerate its growth and drive profitability as a marketing experience company. 7 Table o f Contents Competitive Advantages Quad’s strategic priorities are powered by its commitment to three key competitive advantages that the Company believes distinguish it from its competitors: integrated marketing platform excellence, ongoing innovation, and culture and social purpose. Commitment to Integrated Marketing Platform Excellence Quad’s integrated marketing platform gives brands a more streamlined, flexible and frictionless way to go to market and reach consumers. Its platform encompasses the resources brands need to plan, create, deploy, measure and optimize their marketing efforts across all media channels, both offline and online — a key differentiator for the Company. As such, Quad helps its clients: • Reduce the complexities of working with multiple agency partners and vendors by limiting handoffs that occur in the marketing process. • Increase the efficiency of marketing processes by re-engineering workflows, optimizing processes and producing content at scale. • Maximize the effectiveness of their marketing efforts through the Company’s ability to target and reach the right audiences; get into market faster; scale resources more efficiently; achieve better integration of offline and online channels; optimize media performance; drive consistent consumer experiences; and realize meaningful cost savings. Through its holistic, multichannel, through-the-line marketing solutions, Quad guides brands through every effort intended to drive an action, from consumer awareness and trust, to brand preference and purchase. The Company’s solutions comprise of: • Strategy and Consulting; • Data and Analytics; • Technology Solutions; • Media Services; • Creative and Content Solutions; and • Managed Services A key aspect of Quad’s integrated marketing platform is dedicated client on-site and near-site teams, including a network of photography and video production studios. These teams serve as an 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 deployment. Quad’s on-site and near-site teams also offer seamless access to additional integrated services and subject matter experts at the Company, removing handoffs and associated friction in the client’s marketing process. Backed by its own global production resources that provide around-the-clock service, Quad believes this model increases process efficiencies and enables clients to focus on what they do best: sell more products, services and/or content. Quad has more than 500 professionals embedded at more than 80 on-site locations including grocery, sporting goods, mass merchandise and publishing clients. Throughout its more than 50-year heritage, the Company has led the industry in printing and print distribution capabilities — the most capital-intensive part of Quad’s integrated marketing platform, but also a key point of differentiation from consulting firms, traditional creative agencies or agency holding companies. Traditional agencies or agency holding companies develop creative and then outsource production, while traditional consulting firms provide strategy and then outsource implementation. Quad, however, prides itself on its “maker” culture, creating all campaign elements and providing seamless execution across all channels, offline and online, using its own internal resources. 8 Table o f Contents In commercial printing, Quad continues to make investments in what it believes is the most advanced and efficient print manufacturing and distribution capabilities in the industry, averaging 2% of its annual net sales for capital expenditures over the past five years. These investments include leading-edge digital press technology to enhance targeted print product features as well as advanced equipment and automation, including automated guided vehicles, robotic palletizers and wide-web presses to maximize labor productivity, increase throughput and reduce labor costs, all of which has enabled Quad to remain a high-quality, low-cost producer. Through these ongoing investments — along with innovative front-end toolsets and data workflows, and industry-leading back-end logistics and postal optimization — the Company provides marketers and publishers a better way to produce and deliver more relevant content faster and more cost-effectively. These ongoing investments also have enabled Quad to better serve the needs of its clients who prize direct access to consumers’ home mailboxes. Quad carries over its commitment to print to other forms of media, including digital, broadcast, in-store, packaging 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 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 continues 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; and • Reconfiguring and re-equipping manufacturing facilities for print growth segments, such as direct mail, in-store and packaging. Postal rates are a significant component of many clients’ cost structures, and Quad believes that postal costs directly influence clients’ print and mail quantities. 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 for mailing 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 printing 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 to bring products to consumers’ doorsteps. Commitment to Ongoing Innovation Quad has been at the forefront of innovation for more than 50 years, and believes its commitment to ongoing innovation drives its purpose to create a better way for all of its stakeholders. The Company continually innovates marketing solutions and vertically integrated capabilities related to commercial printing, as well as initiatives to support employee health and wellness. Marketing Solutions When it comes to marketing solutions, Quad takes a disciplined approach to (1) expand its existing product offerings; (2) develop and commercialize new product offerings; and (3) deliver integrated solutions that solve clients’ marketing and process challenges. The Company continues to hire talent with client-side marketing experience and consulting expertise to help advance more solutions-based conversations with clients. Quad’s 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. Through these relationships, the Company is able to gain insights into additional client marketing needs, and then uses a disciplined approach to develop and commercialize solutions that incorporate a broad range of Quad’s products and services, ultimately expanding and deepening those C-suite relationships. 9 Table o f Contents Among the ways Quad continuously innovates across its holistic, multichannel, through-the-line marketing solutions are: Strategy and Consulting: Through its premier marketing, advertising and creative talent, Quad creates campaigns that attract attention and activate audiences, while also taking into consideration timely, cost-effective deployment, measurement and optimization. This a key point of differentiation for the Company. Unlike traditional consulting firms that provide strategy and then outsource production and implementation, Quad harnesses the power of its “maker” culture to not only create the strategy behind high-impact marketing efforts, but also produce all the elements and provide seamless execution across all channels. Data and Analytics: The Company continues to make investments in its market intelligence services to drive stronger results for its clients while saving both the Company and its clients time and money while keeping emerging data privacy principles, laws and regulations top of mind. These services help clients identify both their optimal target audience based on geographics, demographics, psychographics and behaviors, and the best content and mix of channels to reach and engage that audience at the moment they are most receptive. Quad’s data and analytics innovations include: • Audience services including an unparalleled household-first targeting approach made possible by Quad’s own proprietary database of households. This exclusive database of information is augmented with existing third-party data, along with type, category and volume of mail based on what consumers actually received, to create a powerful targeting tool. Further, the Company’s audience services are seamlessly integrated with activation efforts, which yields improved consistency, stronger response and easier measurement. • Virtual creative testing for use in predicting the combination of offer, messaging and imagery across all channels to drive response and engagement. The solution, called Accelerated Marketing Insights, uses a unique combination of high-level mathematics — along with cultural and emotional factors that affect decision-making — to pinpoint how to best motivate a target audience to take a desired action. Marketers who use the platform have experienced lifts in response rates by as much as 10-20%. • Brand packaging performance, consumer attention and shelf impact testing using the latest in biometric technology, such as mobile eye-tracking, facial coding and brain activation, in a simulated shopping environment. The solution, known as Package InSight, provides consumer product goods, brands and marketers with the proprietary data they need to optimize return on investment for brand creative. • Measurement services that help brands understand where to allocate their budget to achieve their business goals. For example, through Connex, the Company’s award-winning media optimization platform, digital marketers can unify marketing data across channels and walled gardens, all in one place. The proprietary technology helps uncover performance trends by audience, creative, product, location and more, eliminating the noise of disparate data sets and identifying the specific value-driving actions they need to take in real time to grow their business. • Data capture services , including approaches that improve the consumer experience. For example, the Company helps brands and marketers plan, create, deploy, measure and optimize campaigns using one-to-one Flowcodes ® in creative ways that spark consumer interaction offline to online, delivering first-party user scan data that better identifies audiences and their passions. With this data, clients can create and deploy the most relevant content and offers, driving brand loyalty and sales. Technology Solutions: Quad has been innovating client-facing technology solutions for more than 20 years. Today, the Company’s next-gen mar-tech platform uniquely connects marketing strategy, global content creation, analytics and personalized communications across offline and online channels, including the in-store consumer experience. Through this holistic approach, Quad ensures marketing efforts are relevant, consistent and scalable, and achieve optimal return on ad spend. 10 Table o f Contents Additionally, the Company’s platform supports the growing importance of retail media networks — a collection of digital channels offered by retailers that are useful to individual brands for reaching and engaging shoppers. As a result, the Company automates connections between a retailer’s advertising infrastructure (e.g., websites and apps) and brand advertising content. Quad’s print division leverages its own Smartools® proprietary enterprise resource planning system to provide seamless, real-time information flow across all facets of print manufacturing and deployment — from print sales and estimating to production planning, scheduling, manufacturing, warehousing, logistics, invoicing, reporting and customer service. Quad also has applied robotic process automation in various administrative functions to streamline data processing and report generation. Where appropriate, Quad also leverages artificial intelligence in areas such as labor management, scheduling and predictive machine maintenance. Media Services: The Company, which manages hundreds of millions of dollars of media billings annually, works with a variety of industry-leading clients to deliver a fully integrated and innovative approach to media across all offline and online channels. Quad excels in audience-led campaign development with the diligence required for optimum engagement. Its approach provides clients with deep exploration into audience behavior to reach consumers with targeted messages in the moments they are most receptive and likely to engage — ultimately leading to the performance and growth clients expect from their media agency. The Company continues to innovate in this space to create additional value for its clients. For example, its integrated connections planning process drives client business performance through data-driven orchestration of the right brand actions in the right moments for the right audiences. Through this process, clients better understand who their most important audiences are, and how to connect with them across all channels and touchpoints on the terms they prefer while driving desired behaviors. The connections planning process is also part of — and integrated with — Quad’s creative solutions, outlined below. Creative and Content Solutions: Clients credit Quad’s creative solutions for providing a more integrated, channel agnostic, content-first approach. Instead of creating content by channels or in silos — wasting resources and time, and creating inconsistencies — the Company’s holistic and strategic approach focuses on what content is needed, creating it well and deploying it. The Company has the talent and extensive resources to execute marketers’ and publishers’ creative and content needs at scale. These resources include videographers, photographers, copywriters, CGI artists and animation experts, among others, who work from Quad’s own network of client on-site, near-site and standalone studios and agency locations around the globe. For clients with their own creative content operations, the Company offers strategic process design services to identify and address process gaps that slow production, create inconsistent brand assets, and/or lead to time-consuming and costly rework. Managed Services: 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 removes friction in the process, offering clients 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. By leveraging Quad’s knowledge and purchasing power, clients can focus on other critical aspects of their business. 11 Table o f Contents Vertically Integrated Capabilities Quad has vertically integrated print and non-print capabilities that provide a distinct competitive advantage. For example, the Company has its own prepress/pre-media services, paper procurement, ink manufacturing (through subsidiary Chemical Research/Technology), and logistics and transportation services (through its in-house Quad Transportation Services division and Duplainville Transport trucking division), which the Company leverages to lower costs and enhance customer service for its clients while providing Quad with substantial control over critical links in the overall print supply chain. Through these services, Quad helps improve the quality, cost and availability of key inputs in the printing and distribution processes. 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 30 employers of all sizes and across all industries, including private and public sector employers. These solutions include on-site, 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. Throughout the COVID-19 pandemic, Quad, its employees and their dependents benefited from guidance and best practices provided by QuadMed, which maintains relationships with leading health care and research organizations across the country. Commitment to Culture and Social Purpose Quad believes it can do good in the world while doing well as a business. The Company’s long-standing focus on “creating a better way” is a reflection of its “maker” culture where employees not only envision solutions, but actually create and execute them. This approach has been a hallmark of the Company’s culture for more than 50 years and has inspired creativity in how it addresses environmental, social and governance (ESG) matters and contributed to good corporate citizenship. The Company details its progress on driving positive, sustainable change annually in its ESG report, which includes advancements on environmental and social commitments, several of which were achieved in 2022. Further, the Company 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 around its disciplined approach to managing operations and innovating solutions for clients, better positioning the Company to succeed and grow in a dynamic marketplace. In this Annual Report on Form 10-K, the Company reports on its commitment to culture and social purpose through achievements in environmental, social (Human Capital Management) and governance matters as outlined below. Environmental Quad seeks to operate in an environmentally responsible manner by challenging itself to create better ways to conduct business that better serve the environment, and reflect the values of its clients and their customers. This approach focuses on conserving raw materials, reducing waste and energy use, recycling and reusing products and materials, and reducing environmental impacts wherever possible across Quad’s integrated marketing platform. Examples of Quad’s commitment to environmental responsibility and sustainability include: • Aligning the Company’s initiatives with environmentally focused United Nations Sustainable Development Goals (SDG) such as SDG 12: Responsible Consumption and Production and SDG 15: Life on Land. • Partnering with federal, state and local regulatory agencies; educational institutions; industry trade groups; and non-profit organizations to share knowledge and information, best-management practices, development of new tools and metrics, and innovative technology that lead to the 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. 12 Table o f Contents • Reclaiming materials and diverting them from the landfill through industrial and office recycling programs. • Mitigating the dangers associated with hazardous waste through comprehensive chemical and hazardous waste management practices, including safe handling practices in our operations and finding ways to reduce the use of chemicals and solvents. • Maintaining chain-of-custody certifications for sourcing materials from responsibly managed forests ( Forest Stewardship Council® , Sustainable Forest Initiative , and Program for the Endorsement of Forest Certification ) and partnering with clients to increase certified paper usage. • Formulating its own brand of Envirotech™ inks that contain a high percentage of renewable resource (i.e., vegetable) content. • Developing a co-mailing program — now believed to be the largest in the printing industry — that helps consolidate loads of mail and, thereby, reduce greenhouse gas emissions impact by putting fewer trucks on the road. • Becoming a founding partner of the U.S. Department of Energy’s Better Plants Program, a voluntary program to save energy and money, and reduce the Company’s environmental footprint. • Being an active participant in the State of Wisconsin’s Focus on Energy program, an energy efficiency and renewable resource program through which the Company has implemented multiple energy-saving upgrades to its facilities and operations. • Becoming ISO 50001 Ready through the U.S. Department of Energy in the Company’s Hartford, Sussex and West Allis, Wis., and Saratoga Springs, N. Y. facilities, recognizing that these plants have created sound energy policies, established objectives and built structured improvements to generate deep, sustained energy savings. • Helping clients meet their sustainability goals through sourcing sustainable materials and reporting how the Company’s performance affects their carbon footprint. • 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 advancing community education initiatives through non-profits such as Pine View Wildlife Rehabilitation and Education Center in southeastern Wisconsin which creates awareness of sustainability’s importance in daily life. 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. 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 as a marketing experience company. Accordingly, the Company heavily invests in efforts to attract, develop and retain employees, and in tools, technologies, processes, training and education to increase engagement, and drive productivity enhancements and efficiencies across the entire organization. 13 Table o f Contents As of December 31, 2022, the Company had approximately 15,300 full-time equivalent (“FTE”) employees in the following geographies: Geographic Region Number of FTE Employees North America (Includes Mexico, Central America and the Caribbean) 12,700 Europe, Middle East and Africa 1,800 South America 700 Asia 100 The ways in which Quad attracts, develops and retains highly qualified talent to accelerate the Company’s growth as a marketing experience company include the following: • Embracing forward-thinking workplace practices, such as flexible work models; implementing innovative talent acquisition strategies to meet labor and business needs; and providing training and reward programs. • Creating jobs with competitive pay and innovative benefits that support families, strengthen communities and provide long-term career growth opportunities. The Company regularly evaluates its pay practices and structures to ensure that Quad is competitive in the markets where it operates, and equitable based on employees’ experience, job responsibilities, performance and business results. • Offering a Total Rewards package centered on inclusive programs tailored to the unique needs of the whole person and with a continued priority focus on employee total well-being. For additional information, see “Compensation and Benefits” below. • Offering career development paths for accelerated responsibility and pay, including Accelerated Career Training , which provides a fast-track for career advancement in manufacturing positions; People Leading People , which focuses on best-in-class manager behaviors; Corporate Trainee Program , which develops skills and leadership abilities through a series of agency and corporate rotations; and hands-on, mentor-led manufacturing apprenticeship programs. • Creating a unique career development program focused on the specific needs of Milwaukee’s central city. The program, which includes a recruiting and training hub known as Quad MKE, connects people to family sustaining careers at Quad, and provides the tools and training, and free transportation to set up new employees for success. • Listening to employees through annual engagement surveys and open forums at department and company-wide meetings to help better understand what employees like about working for the Company, what it can improve, and what could drive greater job satisfaction, and then acting on that employee feedback. • Fostering pride through employee recognition programs, including an engagement and retention award for manufacturing locations that work to create an engaging workplace; employee and family events; and community outreach activities. • 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, and are provided with training and other resources. 14 Table o f 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, prescription, dental and vision coverage to employees, including access to 24/7 telemedicine and virtual care being piloted in certain regions. • On-site and near-site primary and specialty healthcare, pharmacy, dental, vision and physical therapy services and fitness centers at several large-scale employee locations, operated by the Company’s health and wellness subsidiary, QuadMed. • Robust holistic wellness programming for physical, emotional, financial and social well-being through the company’s QLife Wellness program, including a newly launched nationwide behavioral health program in 2022 that provides in-person and virtual counseling through licensed therapists. • 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, and employer-paid life insurance. • On-site affordable childcare and summer camps for school-aged children at some of the Company’s largest manufacturing locations. Diversity, Equity and Inclusion Diversity, Equity and Inclusion (DEI) is part of Quad’s overall business strategy and a key driver behind specific business outcomes, including attracting and retaining talent, strengthening and protecting its brand reputation, increasing employee productivity, and competing in growth verticals. Quad’s DEI strategy is focused on (1) achieving a workforce that reflects the communities where employees live and work, as well as the clients who trust Quad with their business; (2) ensuring that procedures, processes and distribution of resources create equal opportunities and fair and just outcomes; and (3) creating 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. To achieve its stated DEI goals, the Company has: • Launched a DEI Task Force that includes representation from all employee levels, Business Resource Groups (BRGs), and many business areas and Company brands, such a QuadMed, Periscope and Rise Interactive. This team helps promote and foster a culture of inclusion, builds and executes a more comprehensive and sustainable strategy, and develops the metrics that will hold the Company accountable for its DEI commitments. • Strengthened partnerships with nationally recognized DEI experts, consultants, community partners and researchers that include tailored DEI learning and development programs for employees. • Supported employee-led BRGs through a BRG Advancement Program that includes resource guides, training and annual budgets. Quad’s BRGs are designed to cultivate an open company culture for employees who share common interests, providing a way to easily and regularly connect, and encourage each other’s growth and development. The Company currently has six BRGs supporting women, military veterans and their families, the LGBTQIA+ community, Black employees, Hispanic / Latinx employees, and working parents. 15 Table o f Contents • Continued to support the education and advancement of talent from untapped communities in the creative industry through scholarships at institutions committed to diversifying the talent pathway, and through talent development programs, such as The BrandLab, a non-profit focused on changing the face and voice of the marketing industry by exposing young people from diverse ethnic and socioeconomic backgrounds to viable creative careers. • Created and introduced a new DEI performance review competency centered on advancing inclusive behaviors (i.e., behaving in ways that make everyone feel valued, respected and supported). In addition to creating a safe and open environment where all employees can bring their truest and best selves to work every day, the competency directly correlates to improving engagement and retention rates — key business imperatives. • Continued to engage U.S. employees in DEI-related topics through learning programs and I am. We are., an internal education and communication platform. • Continued to grow a more inclusive supplier base by developing mutually beneficial relationships with suppliers representing women-, minority-, LGBTQIA+, veteran- and disability-owned businesses. Building Strong Communities The Company believes in the power of building strong communities, and understands that its reputation for doing good continues to make Quad the kind of company people choose to work for, do business with, invest in and call a true neighbor. By investing financial resources and providing in-kind services, including volunteerism by employees, the Company: • Builds economic and social resiliency; • Helps the underserved and under-resourced; • Supports community education, arts and service pillars; • Celebrates with diverse community members; and • Responds in time of crises. Communications 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., total rewards). These channels include InsideQuad, the employee intranet; executive blogs and video logs (vlogs); executive town halls; department meetings; email; text messaging; in-plant electronic and print signage; and in-home mailings. Quad’s CEO hosts regular town halls for all employees, accessible online, and also posts video and written messages. Corporate Governance Effective corporate governance has been a part of Quad since its founding and is informed by the Company’s Values, especially Do the Right Thing, which strengthens partnerships, reduces risk and creates sustainable value for the long term. Governance starts at the highest level of the Company with oversight by the Board of Directors, which is responsible for minimizing risk while maximizing the effectiveness of Quad’s business strategy. Key aspects of Quad’s approach to strong governance practices include: • 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 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. 16 Table o f Contents • Training all employees annually on a suite of ethics and compliance topics, including Code of Conduct, anti-harassment, conflict of interest, C-TPAT, data privacy, HIPAA, information security, physical security, acceptable use policy for technology assets, and anti-bribery and anti-corruption. • Making it safe and easy for employees to report violations of the Code of Conduct through multiple channels, including a 24/7 Ethics and Compliance Hotline or a web-based reporting tool with guidance in multiple languages. • Maintaining consistent, stable leadership that is focused on making decisions in the best long-term interest of the Company. The Quadracci family voting control enables the Company to manage its strategy and disciplined financial policy and helps avoid the pitfalls of short-term decision-making that could potentially jeopardize the stability and long-term growth prospects 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’s combination of entrepreneurially minded leaders with a long tenure at Quad and strategic new-hires is complemented by managers and employees committed to advancing the Company as a marketing experience company. • Sustaining a disciplined approach to managing operations and committing to innovating solutions. • Reducing risk to the business through a formal Enterprise Risk Management program that is managed by an executive risk steering committee that takes a strategic role in risk identification and response planning. • Continually updating and strengthening the Company’s information and data security program to address the fast-changing threat landscape and ensure oversight. The program includes ongoing employee education to ensure physical and digital workspaces remain secure, valuable data remains private, potential phishing and malware threats are spotted, and risky behaviors are avoided. • Maintaining a Supplier Code of Conduct to ensure suppliers, vendors, contractors, consultants, agents and other providers of goods and services follow the Company’s policies related to business integrity, ethical labor and human rights practices, associate health and safety, and environmental management. This Code also includes anti-corruption and anti-bribery policies. COVID-19 Since March 2020, Quad’s response to the COVID-19 pandemic was focused on protecting employees’ health and well-being while also protecting the financial health and long-term viability of the Company. The Company’s COVID-19 response has been led by an internal Crisis Management Team consisting of leaders from Risk Management, Human Resources, Legal, Manufacturing, Agency Solutions and Communications, as well as medical professionals from QuadMed, the Company’s health and wellness subsidiary. The Company’s response has been informed by guidance from public health professionals, including the Centers for Disease Control and Prevention (CDC), local health authorities, and direction from federal and state governments, along with best practices and recommendations from QuadMed, which maintains relationships with leading health care organizations and research universities across the country. During the worst of the pandemic, Quad’s Safe at Work program provided for the health and safety of employees while continuing to meet the needs of clients. This program strongly encouraged all employees and family members to get the COVID-19 vaccine and booster; detailed policies and procedures for mask wearing, social distancing, good hygiene, daily disinfecting and more to protect against COVID-19; featured an internal Rapid Response Team of HR and other professionals to assess COVID-19 cases, perform contact tracing, and support and track employees through their return to our work locations; included a branded communication strategy built on transparent, frequent and consistent communication across multiple channels; and equipped any employee able to perform their duties remotely to work from home to prevent the spread of the virus, especially during times of high transmission rates. 17 Table o f Contents In fall 2022, as COVID-19 infection rates and cases continued to drop nationwide, the Company transitioned to a Well at Work program that applied important lessons learned from the COVID-19 pandemic. The Well at Work program encourages employees to make the best choices to protect themselves and those around them against all respiratory viruses, including COVID-19, seasonal flu, Respiratory Syncytial Virus (RSV) and colds. Quad uses its QLife Wellness platform (accessible through the employee intranet) to share important communications and resources, including commonsense measures to protect themselves and others. Through this ongoing program, Quad employees are made aware of how their personal choices impact wellness in all aspects of their lives — physical, emotional, financial and social — while also protecting the health of the business. 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 19 years in duration. In 2022, Quad served approximately 2,900 clients, and its ten largest clients accounted for approximately 19% 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 marketing capabilities are competitive strengths. 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 are available from numerous vendors; however, based on market conditions, the current supply is under pressure due to supply chain shortages and higher than expected inflation. 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, as well as changes in the United States import or trade regulations, 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 manufacturing, 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. 18 Table o f Contents The Company may not be able to fully 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. Information About Our Executive Officers The following table sets forth the names, ages (as of February 16, 2023) and positions of Quad’s executive officers. Name Age Position J. Joel Quadracci 54 Chairman, President and Chief Executive Officer Eric N. Ashworth 57 Executive Vice President of Product and Market Strategy, and President of Quad Agency Solutions Anne M. Bauer 58 Vice President and Chief Accounting Officer Julie A. Currie 60 Executive Vice President and Chief Revenue Officer Joshua J. Golden 51 Chief Marketing Officer Dana B. Gruen 49 General Counsel and Corporate Secretary David J. Honan 54 Executive Vice President and Chief Operating Officer Steven D. Jaeger 58 Vice President and Chief Information Officer Donald M. McKenna 50 Executive Vice President and Chief Administrative Officer Robert H. Quadracci 55 Chief Human Resources Officer Anthony C. Staniak 50 Chief Financial Officer Kelly A. Vanderboom 48 Executive Vice President and Treasurer; Head of Agency Operations and Logistics Mr. J. Joel 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. 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 board of trustees for the Milwaukee Art Museum and on the advisory council of the Smithsonian National Postal Museum. Mr. Quadracci received a B.A. in Philosophy from Skidmore College in 1991. Mr. Quadracci is the brother of Kathryn Quadracci Flores, M.D., a director of Quad and President of QuadMed, the brother-in-law of Christopher B. Harned, a director of Quad, and the first cousin of Robert Quadracci, Chief Human Resources Officer. 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. 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. Mr. Ashworth is a board member of Uniting Voices Chicago (formerly Chicago Children’s Choir) and The BrandLab, a nonprofit organization that works to increase diversity in the marketing industry. 19 Table o f Contents Ms. Bauer has served as Vice President since January 2022 and Chief Accounting Officer since March 2017. She previously served as Director - Corporate Controller of Quad from May 2016 until March 2017 and then as Executive Director and Chief Accounting Officer until January 2022. 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. 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 Vice President of Global Retail Product Leadership from 2016 to 2019; as Senior Vice President, Global Loyalty Commercial Director from 2012 to 2016; as Senior Vice President, Global Business Services North America from 2008 to 2012; as Vice President, National Accounts Group Client Director from 2003 to 2007; and as Vice President, Group Client Director from 2001 to 2003 of The Nielsen Company. Ms. Currie serves on the board of Boys & Girls Club of Lake County, Illinois. Mr. Golden has served as Chief Marketing Officer since joining Quad in July 2021. Prior to joining Quad, Mr. Golden was the President & Publisher of Ad Age from 2016 to 2021. Prior thereto, Mr. Golden served as Vice President, Global Digital Marketing of Xerox from March 2015 to June 2016; as Chief Marketing Officer of Story Worldwide from September 2011 to March 2015; as Chief Digital Officer of Grey Group from September 2010 to September 2011; as Managing Director, Digital of Havas from December 2007 to September 2010; as Group Director of Digital Marketing of NBC Universal from January 2006 to December 2007; and as Head of Digital Division at Young & Rubicam from November 2000 to January 2006. Ms. Gruen has served as Quad’s General Counsel and Corporate Secretary since 2023. Ms. Gruen joined Quad’s legal team in 2007 as Employment Counsel, and became Assistant General Counsel in 2014. She became Deputy General Counsel and Chief Compliance Officer in 2015, and was promoted to Vice President in this role in 2016. In 2020, Ms. Gruen became Vice President, Chief Compliance and Risk Officer & Deputy General Counsel, and in 2022 was promoted to Senior Vice President, Chief Risk & Compliance Officer and Deputy General Counsel. Prior to joining Quad, Ms. Gruen was an associate attorney at Foley & Lardner, Sonnenschein Nath & Rosenthal (now part of Dentons), and Seyfarth Shaw. Mr. Honan has served as Executive Vice President and Chief Operating Officer since January 2022. He previously served as Executive Vice President and Chief Financial Officer from January 2015 to December 2021; 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 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 diversified media company Journal Communications Inc., for five years, and 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. 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. 20 Table o f Contents Mr. McKenna has served as Executive Vice President and Chief Administrative Officer of Quad since January 2022. He previously served as Senior Vice President of Sales Administration from August 2018 to January 2022; Vice President of Sales Administration from June 2013 to August 2018; and Product Planning Manager from March 2010 to June 2013. Prior to joining Quad, Mr. McKenna worked at J.S. Eliezer Associates, a print consulting firm in Stamford, Conn., beginning in 1998 and was named President of the firm in 2004, the leadership role he maintained until joining Quad in 2010. Mr. Robert Quadracci has served as Quad’s Chief Human Resources Officer since 2023. Previously, he was Vice President of Human Resources - Sales, Marketing & Quad Agency Solutions from January 2022 to February 2023; Executive Director – Human Resources from 2014 to 2022; and Human Resources Director from 1999 to 2014. Prior to joining Quad, Mr. Quadracci worked at Edison International from 1992 to 1999 as a Project Manager, Workforce Management and Corporate Redeployment. Mr. Quadracci is the first cousin of J. Joel Quadracci, Chairman, President and Chief Executive Officer of Quad, and Kathryn Quadracci, M.D., a director of Quad and President of QuadMed. Mr. Staniak has served as Chief Financial Officer of Quad since January 2022. Previously, he served as Vice President of Finance from March 2017 until January 2022. Joining the company in 2009 as Director of External Reporting, Mr. Staniak was subsequently named Director of Internal Audit in 2011; Executive Director – Financial Controller in 2013; Chief Accounting Officer in 2014; and Vice President and Chief Accounting Officer in 2015. Prior to joining Quad, Mr. Staniak was Chief Financial Officer of data consulting firm Sagence, Inc. He began his career at the accounting firm Arthur Andersen LLP in 1995. Mr. Staniak is a member of the Wisconsin Institute of Certified Public Accountants and the Board of Directors for the Zoological Society of Milwaukee. Mr. Vanderboom has served as Executive Vice President since 2018, Treasurer and President of Logistics since March 2014 and Head of Agency Operations since February 2023. He previously served as Vice President of the Program Management Office (PMO) from October 2019 until February 2023 (in which he led Quad’s EBITDA enhancement initiatives). Since joining Quad in 1993, he has served in various leadership capacities, including Controller of Parcel Direct, a freight expediting subsidiary sold to FedEx in 2004; 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. Vanderboom serves on the advisory board at Rise Interactive, a Quad company. 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.