                        RECOMMENDED FOR FULL-TEXT PUBLICATION
                            Pursuant to Sixth Circuit I.O.P. 32.1(b)
                                   File Name: 14a0079p.06

                     UNITED STATES COURT OF APPEALS
                               FOR THE SIXTH CIRCUIT
                                 _________________


 JAMES C. PIERSON,                                    ┐
                               Plaintiff-Appellant,   │
                                                      │
                                                      │       No. 13-5784
       v.                                             │
                                                       >
                                                    │
 QUAD/GRAPHICS PRINTING CORP. et al.,               │
                                      Defendants, │
                                                    │
                                                    │
 QG, LLC,                                           │
                             Defendant-Appellee. │
                                                    ┘
                      Appeal from the United States District Court
                    for the Middle District of Tennessee at Nashville
                No. 3:11-cv-01126—Aleta Arthur Trauger, District Judge.
                                 Argued: March 13, 2014
                            Decided and Filed: April 18, 2014

                  Before MERRITT, MOORE, and CLAY, Circuit Judges.
                                _________________

                                       COUNSEL

ARGUED: Douglas B. Janney III, Nashville, Tennessee, for Appellant. Laura A. Lindner,
LITTLER MENDELSON P.C., Milwaukee, Wisconsin, for Appellee. ON BRIEF: Douglas B.
Janney III, Nashville, Tennessee, for Appellant. Laura A. Lindner, LITTLER MENDELSON
P.C., Milwaukee, Wisconsin, for Appellee.




                                             1
No. 13-5784             Pierson v. Quad/Graphics Printing Corp et al.         Page 2

                                      _________________

                                            OPINION
                                      _________________

       KAREN NELSON MOORE, Circuit Judge. James Pierson, a Plant Facilities Manager at
the Dickson, Tennessee plant of QG, LLC (“QG”), was terminated after the CEO announced a
comprehensive company-wide cost-cutting initiative. After he was fired, his job duties were
assumed by a substantially younger employee engaged in energy-procurement and capital-
projects management functions who had been based at another facility. Pierson argues that QG
discriminated against him on the basis of age when it replaced him with a younger individual
who was less qualified to perform his job functions. QG, on the other hand, asserts that
Pierson’s position was eliminated as part of a company-wide reduction in force. Because we
find evidence in the record to establish a genuine factual dispute regarding whether Pierson’s
position was eliminated or whether he was replaced by a younger individual, we REVERSE the
district court’s grant of summary judgment in favor of QG and REMAND for further
proceedings consistent with this opinion.

                                      I. BACKGROUND

       QG is a printing company with approximately fifty printing facilities and 23,000 to
24,000 full-time employees world-wide. R. 51-4 (Muehlbach Dep. at 99–101) (Page ID #1037–
39). In 2010, QG acquired World Color, another printing company, which had previously done
business under the name Quebecor World. As part of this acquisition, QG assumed control over
a printing facility in Dickson, Tennessee. James Pierson was the Plant Facilities Manager at the
Dickson plant, and QG retained him in that role after the acquisition. Pierson had thirty-nine
years of experience in the printing industry, including extensive experience with the “gravure”
printing process used at Dickson. Over the nearly seven years that Pierson worked at the
Dickson plant, first for World Color and then for QG, he never received a negative performance
evaluation.   Nor was he ever disciplined, reprimanded, or warned about performance
deficiencies. Pierson’s direct supervisor was Carl Lentz, QG’s Southeast Regional Facilities
No. 13-5784              Pierson v. Quad/Graphics Printing Corp et al.          Page 3

Manager. Lentz reported directly to Joe Muehlbach, the Executive Director of Facilities and
Environmental Affairs.

       On August 11, 2011, Joel Quadracci, QG’s President and CEO, notified all employees
that the company was “shifting to ‘Fortress Quad’ mode.” R. 51-3 (Quadracci Email at 2) (Page
ID #917). Although Quadracci assured employees “that Quad/Graphics remains financially
strong,” he described Fortress Quad as “a call for all hands on deck to batten down the hatches
and stay focused on the key drivers of our business success.” Id. at 1–2 (Page ID #916–17). In
the email, he instructed all employees to “[l]ook for excess cost or waste in your job and in your
department as a whole.” Id. at 2 (Page ID #917). On August 18, 2011, Quadracci, in private
communications, also instructed Muehlbach and other executives to “review every position
within the company [and] make a determination on whether those positions were truly needed.”
R. 51-4 (Muehlbach Dep. at 28–29) (Page ID #966–67). Muehlbach initially identified Pierson
and David Hakenewerth, the Plant Facilities Manager at the Jonesboro, Arkansas plant, as
potential targets for termination. He reasoned that both men were managers at plants that would
be “going through significant downsizing or potential closure [and g]iven the size of the facility,
it was felt that their responsibilities could be assumed by others without adding labor.” Id. at 63
(Page ID #1001). QG was considering reducing operations at the Dickson plant, even though the
facility provided some services that were not available at other plants and could not be shut down
entirely. Id. at 70 (Page ID #1008). At the time, only Muehlbach and other senior-level
executives knew that the Dickson plant might be downsized; neither Lentz nor any human
resources employees were aware that QG was considering a reduction plan.                 Muehlbach
maintains that Pierson’s “performance had no bearing on” Muehlbach’s decision to discharge
him. Id. at 157 (Page ID #1095).

       To assist him in selecting positions that could be reduced or eliminated, Muehlbach
turned to Lentz and the other Regional Facilities Managers. At a meeting on August 19, 2011,
Muehlbach instructed his regional managers to identify positions under their supervision that
could be eliminated without hardship to the company. Lentz immediately identified Pierson and
Hakenewerth as employees whose positions could be reduced. With regard to the Dickson plant,
Lentz felt that facilities management functions could be assumed by David DePriest, an Energy
No. 13-5784              Pierson v. Quad/Graphics Printing Corp et al.            Page 4

Manager working out of office space in Franklin, Tennessee. After the meeting, Lentz relayed
his decision to Christi Dees, the Corporate Human Resources Manager. Dees, in turn, informed
Muehlbach that Lentz had selected Pierson and Hakenewerth for discharge.                   Muehlbach
approved the termination decision, and Dees advised Lentz that he could proceed with Pierson’s
termination the following week. R. 51-1 (Muehlbach/Dees Email) (Page ID #415).

       On August 22, 2011, Lentz informed Sandra Snyder, the Human Resources Manager for
the Dickson plant, that he would be visiting the plant the following day to discharge Pierson. He
explained that his decision rested in part on Pierson’s failure to be a “team player.” R. 51-1
(Lentz Dep. at 32–33) (Page ID #299–300). In her notes of the conversation, Snyder recorded
the phrases “Team Player,” “[r]eplacement,” and “[r]emoved from,” but she did not indicate any
logical relationship between the phrases. R. 51-1 (Snyder Notes) (Page ID #390). Lentz also
told Dees and Jerry Ulickey, the Dickson Plant Director, that Pierson was being terminated
because of interpersonal problems. Lentz had formed an unfavorable impression of Pierson’s
ability to work in a team because Bill Gray, a primary customer of Pierson’s services, reported
concerns relating to Pierson’s responsiveness and communication skills. R. 51-1 (Lentz Dep. at
33) (Page ID #300).

       On August 23, 2011, Pierson was terminated. He was sixty-two years old. Lentz read
from a “script” provided by human resources that explained that Pierson was being terminated as
part of a reduction in force. Id. at 78–80 (Page ID #345–47). Lentz did not mention that the
termination was a result of poor teamwork or any other performance issue. Lentz then gave
Pierson a letter concerning his eligibility for release benefits, which compared his position to that
of David DePriest and explained that the discharge was “based on job function, business need,
performance and skill set.” R. 51-4 (Release Agreement Ltr.) (Page ID #1398). In preparation
for the termination meeting, Lentz prepared “Criteria for Selection” forms for Pierson and
DePriest that purported to compare them for elimination. R. 51-1 (Lentz Dep. at 88–89) (Page
ID #355–56); id. (Criteria for Selection Forms) (Page ID #417–20). The forms were actually
intended for situations when several people holding identical positions were to be compared for
No. 13-5784                Pierson v. Quad/Graphics Printing Corp et al.                 Page 5

reduction. However, after Pierson’s and Hakenewerth’s1 terminations were approved, human
resources instructed Lentz to complete the forms for both Pierson and Hakenewerth, and he did
so. R. 51-4 (Muehlbach Dep. at 196) (Page ID #1134). Pierson received a lower score than
DePriest, in part because Lentz gave Pierson the lowest possible score for “teamwork.” R. 51-1
(Criteria for Selection Forms) (Page ID #417–20). Muehlbach maintains that the decision was
based entirely on a need to reduce employee headcount, particularly at Dickson, and that
Pierson’s performance was not a factor he considered. R. 51-4 (Muehlbach Dep. at 63, 209)
(Page ID #1001, 1147).

        After Pierson’s termination, DePriest assumed Pierson’s duties at the Dickson plant,
including managing the infrastructure and preparing environmental reports. He was forty-seven
years old. On August 24, 2011, Ulickey posted an announcement at the Dickson plant, which
stated that “David Depriest [sic] has joined the Dickson Facility in the roll [sic] of Plant
Facilities Manager. . . . In his role, David will have responsibilities for the Dickson Facilities
area in addition to regional responsibilities that include helping Nashville and Franklin with
facilities and energy related projects.” R. 51-4 (Ulickey Announcement) (Page ID #1400).
DePriest began spending the majority of his time—between three and five days per week—at the
Dickson plant. After the Franklin corporate offices closed in late 2011, DePriest transferred his
office space to the Dickson plant and used that facility as his base.

        DePriest, Muehlbach, and Lentz all maintain that, although DePriest’s physical work
location changed after he assumed Pierson’s duties, he continued to perform his energy
procurement and other duties in addition to the Facilities Manager duties. DePriest recognized
that his “duties changed” and that he was “not as focused on the energy procurement” tasks. R.
51-2 (DePriest Dep. at 35) (Page ID #465). Tim Heggie, a manager at Dickson, also informed
Pierson that DePriest was spending most of his time at the Dickson plant performing Pierson’s
job functions. R. 51-3 (Pierson Dep. at 132–36) (Page ID #786–90). However, Robert Douglas,
DePriest’s direct supervisor, noted in DePriest’s performance evaluation that DePriest continued
to operate as an integral member of the energy management team.                      Douglas and outside

        1
         Hakenewerth was compared to Gerry Waldo, an existing employee at the Jonesboro plant who assumed
most of Hakenewerth’s duties until the Jonesboro plant closed. R. 51-1 (Criteria for Selection Forms) (Page ID
#421–24).
No. 13-5784              Pierson v. Quad/Graphics Printing Corp et al.          Page 6

consultants handled some aspects of energy procurement, but DePriest had unique experience
servicing many of QG’s energy contracts. R. 51-4 (Muehlbach Dep. at 166) (Page ID #1104).
DePriest also began reporting fewer business trips after he moved his office space to Dickson.
He explained that he stopped recording many of his trips, including his frequent trips to
Nashville, because Dickson was farther from his home than the Franklin office space, and “the
mileage differential that [he] would report on would need to be above and beyond the mileage
from [his] home to Dickson.” R. 51-2 (DePriest Dep. at 151) (Page ID #581). Additionally, all
QG employees were instructed to reduce their travel as part of the Fortress Quad initiative. Id. at
153 (Page ID #583). Finally, although a chart mapping QG’s internal reporting structure showed
that DePriest began reporting to Lentz as the Dickson Facilities Manager on August 28, R. 51-1
(Reporting Structure) (Page ID #392), DePriest claims that he continued to report to Douglas, his
supervisor on the energy team, and that the reporting change was a mistake which was corrected
within a few weeks. R. 51-2 (DePriest Dep. at 99) (Page ID #529).

         Notwithstanding Pierson’s alleged additional responsibilities, DePriest’s work hours did
not change. DePriest continued to work 45–65 hours per week. R. 51-2 (DePriest Dep. at 102–
03) (Page ID #532–33). Pierson maintains that the position of Plant Facilities Manager entails a
“huge workload,” R. 51-3 (Pierson Dep. at 92) (Page ID #746), and it is not possible that
DePriest assumed those responsibilities while retaining his preexisting duties pertaining to
energy management. The parties dispute whether or not “corporate resources” assisted with
some aspects of Pierson’s former job duties. DePriest maintains that he alone assumed the
responsibilities and duties of Plant Facilities Manager. R. 51-2 (DePriest Dep. at 115) (Page ID
#545).

         After Pierson’s termination, QG underwent a long period of contraction, at both the
Dickson plant and other printing facilities. Muehlbach testified that Pierson’s termination was at
the “leading edge” of the company-wide workforce reduction. Id. at 67 (Page ID #1005).
Within days of Pierson’s termination, Jim Wetterau, another Dickson facilities employee,
resigned and QG decided not to fill his position. His duties were absorbed by “corporate
resources,” who may have also assisted with some aspects of Pierson’s former job duties. R. 51-
4 (Muehlbach Dep. at 230–32) (Page ID #1168–70).              Shortly thereafter, QG discharged
No. 13-5784              Pierson v. Quad/Graphics Printing Corp et al.        Page 7

Hakenewerth, the Facilities Manager at the Jonesboro plant, and directed Gerry Waldo, an
existing employee, to absorb his duties. In the two-month period after Pierson’s termination, QG
eliminated approximately a dozen more positions at the Dickson plant. Id. at 202 (Page ID
#1140). QG also reduced operations at Dickson from five printing presses to three, although the
company did infuse significant capital into plant infrastructure to keep the gravure presses,
unique to the Dickson plant, operational. Id. at 202–03 (Page ID #1140–41). Between July 2010
and July 2012, Dickson’s overall workforce was reduced by sixty percent, from 245 to 101
employees. Id. at 48 (Page ID #986).

       Pierson filed a complaint alleging age discrimination and retaliation under the Age
Discrimination in Employment Act (“ADEA”), 29 U.S.C. §§ 621 et seq., and the Tennessee
Human Rights Act (“THRA”), Tenn. Code Ann. §§ 4-21-101 et seq. R. 33 (Am. Compl.) (Page
ID #169–75). After QG filed a motion for summary judgment, the district court granted the
motion and dismissed the case. The district court concluded that Pierson could not establish a
prima facie case of age discrimination because he provided no evidence to show either that his
position was not eliminated as part of a reduction in force or that he was singled out for
elimination based on age during the company-wide terminations. R. 68 (D. Ct. Mem. at 15–19)
(Page ID #1677–81). In addition, even if Pierson could prove his prima facie case, the district
court found no evidence that QG’s purported reason for terminating him—namely, the company-
wide reduction in force—was pretext for discrimination.         Although “QG’s execution of
[Pierson’s] reduction-in-force [was] confusing and perhaps even haphazard,” the district court
ultimately concluded that Muehlbach alone made the decision to eliminate Pierson’s position as
a cost-saving measure. Id. at 20–21 (Page ID #1682–83). The district court also granted
summary judgment in favor of QG on Pierson’s retaliation claims. Id. at 23–27 (Page ID #1685–
89).   Pierson appealed only the district court’s grant of summary judgment on his age-
discrimination claims.

                                II. STANDARD OF REVIEW

       We review de novo a district court’s decision to grant a motion for summary judgment.
Geiger v. Tower Auto., 579 F.3d 614, 620 (6th Cir. 2009). Summary judgment is appropriate
when the moving party can “show[] that there is no genuine dispute as to any material fact and
No. 13-5784                 Pierson v. Quad/Graphics Printing Corp et al.                   Page 8

the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). We must view the
facts and all reasonable inferences drawn therefrom in the light most favorable to the nonmoving
party. Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986). However,
if the nonmoving party is unable to present sufficient evidence to permit a reasonable jury to find
in its favor, the court should grant summary judgment in favor of the movant. Anderson v.
Liberty Lobby, Inc., 477 U.S. 242, 252 (1986).

                                              III. ANALYSIS

        The ADEA forbids an employer “to discharge . . . or otherwise discriminate against any
individual . . . with respect to his compensation, terms, conditions, or privileges of employment,
because of such individual’s age.” 29 U.S.C. § 623(a)(1). Discharged employees may prove a
violation of the ADEA using the familiar burden-shifting framework articulated in McDonnell
Douglas Corp. v. Green, 411 U.S. 792, 802–05 (1973). Under this framework, the employee
first has the burden of proving a prima facie case of age discrimination; if he is successful, the
burden shifts to the employer to articulate a legitimate, non-discriminatory reason for taking the
allegedly discriminatory action. Finally, the employee bears the burden of proving that the
employer’s justification is pretext for discrimination. Id. The employee must ultimately show
that “age was the ‘but-for’ cause of the employer’s adverse action.” Gross v. FBL Fin. Servs.,
Inc., 557 U.S. 167, 177 (2009). We assess age-discrimination claims brought under the THRA
using the same analysis as those brought under the ADEA. Bender v. Hecht’s Dep’t Stores,
455 F.3d 612, 620 (6th Cir. 2006).2




        2
          Traditionally, an employee asserting a claim under the THRA bore the burden of showing that his age was
“a determining factor” in the adverse employment decision. Flynn v. Shoney’s, Inc., 850 S.W.2d 458, 460 (Tenn.
Ct. App. 1992). However, because the Tennessee Supreme Court generally evaluates claims brought under the
THRA in the same way as claims brought under federal statutes, we have applied the same “but-for” causation
standard to both ADEA and THRA claims in the years since the Supreme Court decided Gross. See Blandford v.
Exxon Mobil Corp., 483 F. App’x 153, 157 (6th Cir. 2012); Harris v. Metro. Gov’t of Nashville & Davidson Cnty.,
Tenn., 594 F.3d 476, 485 & n.7 (6th Cir. 2010). It is by no means certain that the Tennessee Supreme Court would
choose to adopt the Gross standard; in other contexts, Tennessee courts have chosen to deviate from heightened
federal causation standards for claims brought under the THRA. See Sykes v. Chattanooga Hous. Auth., 343 S.W.3d
18, 29 (Tenn. 2011) (“[A] THRA claim does not require a showing of sole causation as does a Whistleblower Act
claim.”). However, in the wake of Gross, no Tennessee court has explicitly addressed the causation standard for an
age-discrimination claim brought under the THRA. The parties do not argue that the “a determining factor”
standard would alter the outcome in this case, and thus we have no occasion to address the current state of
Tennessee law.
No. 13-5784              Pierson v. Quad/Graphics Printing Corp et al.           Page 9

A. Prima Facie Case

       Typically, to prove a prima facie case of age discrimination, an employee must
demonstrate that “(1) he or she was a member of a protected age class (i.e., at least forty years
old); (2) he or she suffered an adverse employment action; (3) he or she was qualified for the job
or promotion; and (4) the employer gave the job to a younger employee.” Blair v. Henry Filters,
Inc., 505 F.3d 517, 529 (6th Cir. 2007). However, when an employee is terminated as part of a
reduction in force, the employee must meet a heightened standard to prove his prima facie case:
He must present “additional direct, circumstantial, or statistical evidence tending to indicate that
the employer singled [him] out . . . for discharge for impermissible reasons.”            Barnes v.
GenCorp, 896 F.2d 1457, 1465 (6th Cir. 1990). The parties do not dispute that Pierson can
prove the first three elements of the prima facie case: He was sixty-two when he was terminated,
and he had been performing his job duties competently for at least six years. Rather, the primary
dispute centers upon the fourth element. Specifically, the parties dispute whether Pierson was
“replaced” or terminated as part of a reduction in force. We must initially determine whether
Pierson’s position was eliminated as part of a reduction in force, such that he must meet the
heightened pleading standard.

       In Barnes, we described the inquiry a court must undertake to determine whether an
employee was terminated as part of a reduction in force:

       A work force reduction situation occurs when business considerations cause an
       employer to eliminate one or more positions within the company. An employee is
       not eliminated as part of a work force reduction when he or she is replaced after
       his or her discharge. However, a person is not replaced when another employee is
       assigned to perform the plaintiff’s duties in addition to other duties, or when the
       work is redistributed among other existing employees already performing related
       work. A person is replaced only when another employee is hired or reassigned to
       perform the plaintiff’s duties.

896 F.2d at 1465. An employer “replaces” a discharged employee when it reassigns an existing
employee to assume the discharged employee’s duties in a way that “fundamentally change[s]
the nature of his employment.” Tinker v. Sears, Roebuck & Co., 127 F.3d 519, 522 (6th Cir.
1997) (concluding that a part-time employee who was promoted to full-time employment
effectively replaced a terminated employee because “[t]his type of reassignment is analogous to
No. 13-5784                 Pierson v. Quad/Graphics Printing Corp et al.                  Page 10

hiring a new employee to cover the terminated employee’s duties”).                        However, we have
consistently found that a “plaintiff’s job was simply eliminated” when the plaintiff’s “former
duties were assumed by [a younger employee], who performed them in addition to his other
functions.”     Sahadi v. Reynolds Chem., 636 F.2d 1116, 1117 (6th Cir. 1980) (discussing
Laugesen v. Anaconda Co., 510 F.2d 307 (6th Cir. 1975)); see also Lefevers v. GAF Fiberglass
Corp., 667 F.3d 721, 726 (6th Cir. 2012); Geiger, 579 F.3d at 623.

        Pierson has identified record evidence that supports the inference that his position was
not truly eliminated, but was instead filled after his departure by DePriest. It is undisputed that
DePriest’s day-to-day schedule and responsibilities changed after Pierson’s termination.
DePriest began spending the majority of his time, often five days per week, at the Dickson plant,
and he eventually moved his office to Dickson permanently. He still consulted on projects at
other plants and occasionally traveled to regional facilities to supervise energy-related or capital
projects, but the majority of his time was diverted to managing the Dickson plant.                          And
DePriest’s travel reports indicate that his business-related travel was sharply curtailed after
transitioning to the Dickson facility.3 It is also clear that at least one of DePriest’s major
responsibilities, the management of a large capital project in Merced, California, was “coming to
an end” or “scaling down.” R. 51-3 (Pierson Dep. at 130) (Page ID #784); R. 51-2 (DePriest
Dep. at 61–64) (Page ID #491–94). QG’s position that DePriest retained his preexisting duties
pertaining to energy management, energy procurement, and project support for other local plants
while also assuming Pierson’s responsibilities as Plant Facilities Manager is undermined by
evidence that both positions were full-time jobs with a “huge workload,” and that DePriest’s
work hours did not increase. Although it is possible that DePriest continued to perform his
former energy-procurement functions from his new Dickson location, a reasonable jury could
infer that, because DePriest was physically located in the Dickson facility and traveling less
frequently while maintaining the same work hours, he was not able to perform fully all of his
existing job functions.


        3
           QG has provided evidence that DePriest continued to travel frequently but chose not to report it or,
alternatively, that his travel was reduced because employees company-wide were instructed to limit their travel as
part of the Fortress Quad initiative. R. 51-4 (Muehlbach Dep. at 46) (Page ID #984). However, when considering a
motion for summary judgment we draw all reasonable inferences from the facts in the nonmoving party’s favor. A
reasonable jury could conclude based upon the travel reports that DePriest eliminated or reduced his job functions
that required travel after assuming Pierson’s role.
No. 13-5784             Pierson v. Quad/Graphics Printing Corp et al.          Page 11

       Moreover, multiple QG employees made statements that support Pierson’s claim that
DePriest replaced Pierson as the Facilities Manager and abandoned many of his former
responsibilities: Tim Heggie, a Dickson employee, told Pierson that, after he was terminated,
DePriest was spending “most of his time at Dickson, doing [Pierson’s] job function,” R. 51-3
(Pierson Dep. at 134–36) (Page ID #788–90); Jerry Ulickey, a Dickson manager, posted a notice
at the Dickson plant stating that “David Depriest [sic] has joined the Dickson Facility in the roll
[sic] of Plant Facilities Manager,” R. 51-4 (Ulickey Announcement) (Page ID #1400); and QG
issued an internal memorandum in October stating that Pierson’s job “duties were observed [sic]
by an existing engineer by the name of David Depriest [sic],” R. 51-4 (Appeal Mem. at 2) (Page
ID #1468). In addition, at least one QG employee explicitly linked DePriest’s name with the
idea of replacement: Snyder, the Dickson human resources professional, produced handwritten
notes of her conversation with Lentz regarding Pierson’s termination that contained the words
“replacement” and “David Depries [sic].” R. 51-1 (Snyder Notes) (Page ID #390). Finally,
QG’s internal reporting structure reflects a definitive change in DePriest’s title and
responsibilities: the Dickson plant roster showed that DePriest, with the title Plant Facilities
Manager, reported to Lentz, the regional Facilities Manager, at least for a brief time. R. 51-1
(Plant Roster) (Page ID #392). QG contends that this reporting change was a mistake, but the
documentary evidence at least supports the inference that DePriest stepped into Pierson’s
position.

       To be sure, there is ample evidence that DePriest retained his other job functions even
after absorbing Pierson’s Facilities Manager job duties. DePriest testified that, although he was
not “as focused” on energy procurement after assuming Pierson’s duties, he still maintained his
energy-related duties. R. 51-2 (DePriest Dep. at 35) (Page ID #465). And QG management
consistently stated that DePriest would be maintaining his former responsibilities after also
accepting the Facilities Manager responsibilities: in the same announcement that described
DePriest as taking on the Facilities Manager role at Dickson, Ulickey also explained that
DePriest would be maintaining his regional responsibilities, R. 51-4 (Ulickey Announcement)
(Page ID #1400); Douglas, DePriest’s supervisor, continued to categorize DePriest as part of the
energy team, R. 51-2 (DePriest Performance Evaluation) (Page ID #638) (“In addition to filling
whatever engineering and management role that needed to be filled [at Dickson], David has
No. 13-5784              Pierson v. Quad/Graphics Printing Corp et al.          Page 12

maintained his passion for energy management and remains an integrated and engaged member
of the Quad/Graphics energy management team.”); and Muehlbach understood that DePriest
would continue to work on energy and capital projects at other plants even after he transitioned
into his new duties at the Dickson plant, R. 51-4 (Muehlbach Dep. at 217, 222) (Page ID #1155,
1160). However, Pierson has provided enough evidence for a reasonable jury to conclude that
DePriest did not retain all of his previous job functions and that he was effectively reassigned to
replace Pierson as Facilities Manager.

       We conclude that Pierson has presented sufficient evidence to create a genuine dispute
regarding whether his position was truly eliminated; therefore, he does not need to meet the
heightened standard to prove his prima facie case. Instead, Pierson bears the burden of proving
only that his job was given to a younger employee. See Blair, 505 F.3d at 529. As we have
discussed, Pierson has presented evidence from which a reasonable jury could conclude that
DePriest, who was forty-seven years old, replaced him as Facilities Manager. Accordingly,
Pierson has provided evidence to establish his prima facie case of age discrimination.

B. Pretext

       Because we have determined that Pierson can prove a prima facie case of discrimination,
the burden shifts to QG to set forth a legitimate, nondiscriminatory reason for terminating
Pierson. QG carries its burden by asserting that Pierson’s position was selected for elimination
as part of a company-wide reduction in force instituted in response to stagnating demand and
troubling economic conditions.     Specifically, QG asserts that it chose to terminate Pierson
because the Dickson plant, where he was Facilities Manager, was under consideration for a
significant reduction in operations, and Muehlbach concluded that a full-time manager would no
longer be necessary at the plant. Therefore, the burden shifts back to Pierson to establish that the
reason for termination articulated by QG is pretext for age discrimination.

       An employee may show that an employer’s proffered reason for terminating him was
pretext by demonstrating “that the proffered reason (1) has no basis in fact, (2) did not actually
motivate the defendant’s challenged conduct, or (3) was insufficient to warrant the challenged
conduct.” Wexler v. White’s Fine Furniture, Inc., 317 F.3d 564, 576 (6th Cir. 2003) (en banc)
(internal quotation marks omitted). Pierson argues that QG’s articulated reason for terminating
No. 13-5784             Pierson v. Quad/Graphics Printing Corp et al.         Page 13

him—the reduction in force—was pretextual for three reasons: (1) the reason had no basis in
fact because there was not actually a reduction in force at QG, (2) the reduction in force, if it
existed, did not actually motivate the termination decision because Lentz was not aware of the
workforce reduction when he decided to discharge Pierson, and (3) the reduction in force did not
actually motivate the decision because it was one of two “shifting” justifications for the
termination.

       QG did conduct a large-scale workforce reduction between 2010 and 2012 and, thus,
Pierson’s first argument is without merit. He asserts that, because only two positions, including
his own, were eliminated from the Dickson facilities department between July 2, 2010 and
December 21, 2011, R. 51-4 (Muehlbach Dep. at 49) (Page ID #987), QG did not actually reduce
its workforce. However, when weighed against undisputed evidence regarding broad cuts and
reductions across the company, that only a few employees in a relatively small department at one
plant were terminated does not prove, or even raise the inference, that QG did not conduct a
reduction in force. Quadracci, the QG CEO, explicitly instructed executive-level employees to
identify positions that could be eliminated without hardship to the company. In keeping with this
directive, managers began reducing operations and headcount at the Dickson plant: In just the
first two months after Pierson’s termination on August 23, 2011, a dozen jobs were eliminated at
the Dickson plant. Id. at 202 (Page ID #1140). Between July 2010 and July 2012, employee
headcount at the Dickson plant was reduced by sixty percent and operations were curtailed from
five presses to only three. Id. at 48, 66–67 (Page ID #986, 1004–05). And QG also made
significant cuts at other facilities, including closing its corporate office space in Franklin and
shutting down the Jonesboro, Arkansas plant. Based upon this evidence, no reasonable jury
could conclude that QG did not implement a broad workforce reduction.

       Although it is clear that QG did at some point conduct a significant reduction in force,
Pierson has presented evidence to show that the reduction in force did not actually motivate the
decision to discharge him. To ascertain what actually motivated QG to terminate Pierson’s
employment, we must first determine which QG employee or employees contributed to the
termination decision. Both Muehlbach and Lentz claim to have made the termination decision
independently. QG argues that Muehlbach selected Pierson’s position for elimination and that
No. 13-5784              Pierson v. Quad/Graphics Printing Corp et al.          Page 14

Lentz did not have any role in the decision, even if he independently reached the same
conclusion. Pierson, on the other hand, argues that Lentz made the termination decision after the
August 19 meeting of regional managers, and that Muehlbach merely approved it through his
communications with corporate human resources. R. 51-1 (Lentz Dep. at 19) (Page ID #286); id.
(Muehlbach/Dees Email) (Page ID #415). A reasonable jury could conclude, based on Lentz’s
testimony and the email communications, that Lentz was the decision maker with regard to
Pierson’s termination. Thus, Lentz’s knowledge and justifications are relevant to determining
QG’s actual motivation for discharging Pierson.

       Pierson argues that the reduction in force did not actually motivate his termination
because Lentz, the decision maker, either (1) was not aware that such a reduction was planned
for the Dickson plant or (2) offered “shifting” justifications that cast doubt on whether the
reduction in force was his true reason for selecting Pierson for discharge. The first argument is
unpersuasive: Even if Lentz did not know that the Dickson plant might start reducing its
operations, he was aware after the August 19, 2011 meeting that he was expected to eliminate
unnecessary employees. Therefore, his lack of knowledge regarding a large-scale plan to reduce
printing operations in specific plants is not evidence of pretext.

       Nonetheless, Pierson has presented sufficient evidence of pretext, in the form of Lentz’s
shifting justifications for terminating him, to create a genuine dispute of material fact. We have
held that:

       Shifting justifications over time calls the credibility of those justifications into
       question. By showing that the defendants’ justification for firing him changed
       over time, [the plaintiff] shows a genuine issue of fact that the defendants’
       proffered reason was not only false, but that the falsity was a pretext for
       discrimination.

Cicero v. Borg-Warner Auto., Inc., 280 F.3d 579, 592 (6th Cir. 2002); see also Tinker, 127 F.3d
at 523 (finding that inconsistencies regarding which of two managers made the decision to fire
an employee and which of the two offered justifications was the real reason for the decision
create a genuine issue of material fact regarding pretext).          Although Lentz claims that he
immediately selected Pierson for termination based on his assessment that the Facilities Manager
position could be eliminated without hardship to the company, he later justified the decision by
No. 13-5784              Pierson v. Quad/Graphics Printing Corp et al.        Page 15

preparing performance evaluations that reflect that Pierson was not a “team player.” R. 51-1
(Criteria for Selection Forms) (Page ID #417). Subsequently, when Lentz met with Pierson and
discharged him, he did not mention that performance deficiencies played any role in the decision.
But when Pierson later inquired about appealing the termination decision, a company
representative told him that “the decision were [sic] based on performance not age.” R. 51-4
(Appeal Mem. at 2) (Page ID #1468). Although it is possible that Lentz had Pierson’s allegedly
poor teamwork in mind when he initially selected him for termination, and that both reasons
played a role in Pierson’s discharge, a reasonable jury could conclude that Lentz shifted the
reasons for his decision over time.      Such shifting justifications raise an inference that the
proffered reasons are false and are pretext for discrimination.

       Pierson has presented sufficient evidence to create a genuine dispute of material fact
regarding several elements of his age-discrimination claims. Accordingly, summary judgment in
favor of QG on the ADEA and THRA claims was improper.

                                       IV. CONCLUSION

       For the foregoing reasons, we REVERSE the district court’s grant of summary judgment
and REMAND for further proceedings consistent with this opinion.
