DEF 14A of Donnelley Financial Solutions, Inc., Apr 3, 2024

DEF 14A of Donnelley Financial Solutions, Inc.

Filed Apr 3, 2024 · FY20230001193125-24-085461

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box):

  2. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | ☒ | No fee required. | | ☐ | Fee paid previously with preliminary materials. | | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |

  3. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    DEAR DFIN SHAREHOLDERS, The Board of Directors would like to thank you for your continued investment in DFIN. Our purpose as stewards of DFIN is to oversee the long-term performance and sustainability of the Company, while creating increased value for our shareholders. With this focus over the past year, we made significant progress on our strategic transformation which is driven by investing in the development and security of our software technology platforms, evolving our revenue base to become more recurring and reoccurring in nature and enhancing our financial flexibility. Further, we delivered outstanding returns to our shareholders in 2023 that far exceeded the relevant market indexes as well as our peer group. Despite challenging market conditions, our performance in 2023 enabled DFIN to become a more profitable, focused and resilient company. We are meaningfully ahead of our original transformation plan and remain energized to make continued progress against our key strategic priorities that will help us achieve our aspiration of becoming the market leading provider of regulatory and compliance SaaS and service-based solutions. Through the disciplined execution of our strategy, we believe there is opportunity ahead to create additional substantial value for all our stakeholders. The Board, together with the executive management team, regularly evaluates the Company’s capital allocation strategy and remains committed to deploying capital in ways that will generate long-term value for our shareholders. As such, our deep belief in the intrinsic value of the Company is reflected in our continued stock repurchases resulting in the approval of a new $150 million stock repurchase program that replaced our previous $150 million program which expired at the end of 2023. Going forward, our focus remains on delivering exceptional value to our clients, driving superior returns for our shareholders, and creating a world-class experience for our employees. In 2024 we will continue to work hard for the long-term success of DFIN. We are firmly committed to our strategy and believe we have the right plan in place to achieve our goals. Thank you for your continued support. Sincerely,

  4. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Richard L. Crandall | Luis A. Aguilar | Charles D. Drucker | | Chairman of the Board | | | | Juliet S. Ellis | Gary G. Greenfield | Jeffrey Jacobowitz | | Daniel N. Leib | Lois M. Martin | Chandar Pattabhiram |

  5. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Notice of Annual Meeting of Stockholders |

  6. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Wednesday, May 15, 2024 1:30 p.m. Central time | Virtual Meeting: Annual meeting to be held live via the Internet -- please visit www.proxydocs.com/DFIN for more details and to register to attend | Record Date The close of business March 18, 2024 |

  7. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    Items of Business

  8. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | • | To elect the nominees identified in this proxy statement for a one-year term as directors |

  9. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | • | To approve, on an advisory basis, the Company’s executive compensation |

  10. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | • | To vote to ratify the appointment by the Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accounting firm |

  11. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | • | To conduct any other business if properly raised |

  12. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    In accordance with Securities and Exchange Commission rules that allow us to furnish our proxy materials over the Internet, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of the proxy materials. The Notice contains instructions on how to access those documents over the Internet and how to submit your proxy via the Internet. The Notice also contains instructions on how to request a paper copy of the proxy materials. We have adopted a virtual format for our Annual Meeting. In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/DFIN. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you access to the meeting and will also permit you to submit questions. Please be sure to follow instructions found on your notice, proxy card and/or Voting Authorization Form and subsequent instructions that will be delivered to you via email. You will find more information on the matters for voting in the proxy statement on the following pages. If you are a stockholder of record, you may vote by mail, by toll-free telephone number or, by using the Internet. Your vote is important! We strongly encourage you to exercise your right to vote as a stockholder. Please sign, date and return the enclosed proxy card or voting instruction card in the envelope provided, call the toll-free number or log on to the Internet. You may revoke your proxy at any time before it is exercised at the Annual Meeting. You will find instructions on how to vote on page 64. Most stockholders vote by proxy in advance of the meeting and do not attend the meeting live via the Internet. However, as long as you were a stockholder at the close of business on March 18, 2024, you are invited to attend the meeting, or to send a representative. By Order of the Board of Directors Leah Trzcinski Secretary April 3, 2024 Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 15, 2024. This proxy statement and our annual report to stockholders are available on the Internet at www.proxydocs.com/DFIN. On this site, you will be able to access our 2024 proxy statement and our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and all amendments or supplements to the foregoing material that are required to be furnished to stockholders.

  13. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Proposals | 1 | | Proposal 1: Election of Directors | 1 | | Proposal 2: Advisory Vote to Approve Executive Compensation | 8 | | Proposal 3: Ratification of Independent Registered Public Accounting Firm | 9 | | Company Information | 10 | | The Board’s Committees and Their Functions | 10 | | Compensation Committee Interlocks and Insider Participation | 11 | | Policy on Attendance at Stockholder Meetings | 11 | | Corporate Governance | 12 | | Governance Highlights | 12 | | Risk Oversight | 14 | | Nomination of Directors | 16 | | Stock Ownership | 18 | | Beneficial Stock Ownership of Directors, Executives and Large Stockholders | 18 | | Compensation Discussion & Analysis | 20 | | Executive Summary | 20 | | 2023 Business Highlights | 20 | | Key 2023 Compensation Actions | 21 | | Our Executive Compensation Program | 22 | | Executive Compensation Governance Best Practices | 25 | | 2023 Say-On-Pay Vote | 25 | | How We Determine Executive Compensation | 26 | | Our Executive Compensation Philosophy and Objectives | 26 | | Oversight Responsibilities for Executive Compensation | 26 | | Peer Group Selection and Market Data | 27 | | 2023 Named Executive Officer Compensation | 28 | | Base Salary | 28 | | Annual Incentive Plan (AIP) | 28 | | Corporate Financial Goals | 29 | | Corporate Strategic Initiatives | 29 | | Individual Performance Factor | 29 | | Determination of 2023 Annual Cash Incentive Awards | 30 | | Long-Term Incentive Program | 30 | | 2023 Long-Term Incentive Awards | 31 | | Performance Share Unit Awards | 31 | | Long-Term Incentive Award Payouts in 2023 | 32 | | 2021 PSU Payout by NEO | 33 | | 2022 and 2023 PSU Interim Performance Period Certification | 33 | | Other Compensation And Governance Matters | 34 | | Benefit Programs | 34 |

  14. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Independence Assessment of Compensation Consultant | 35 | | Corporate Governance Policies | 35 | | Risk Assessment | 36 | | Compensation Committee Report | 37 | | Executive Compensation Tables | 38 | | 2023 Summary Compensation Table | 38 | | 2023 Grants of Plan-Based Awards | 40 | | Grants of Plan-Based Awards Table | 40 | | Outstanding Equity Awards at 2023 Fiscal Year-End | 41 | | Outstanding Equity Awards at Fiscal Year-End Table | 41 | | Option Exercises and Stock Vested Table | 42 | | Pension Benefits | 42 | | 2023 Pension Benefits Table | 43 | | Nonqualified Deferred Compensation | 43 | | 2023 Nonqualified Deferred Compensation Table | 44 | | Potential Payments Upon Termination or Change in Control | 45 | | General Terms Under Mr. Leib’s Employment Agreement Or The Executive Severance Plan | 45 | | Potential Payment Obligations Upon Termination Of Employment Of An NEO Or Upon A Change In Control | 46 | | 2023 Pay Ratio Disclosure | 53 | | Pay Versus Performance | 54 | | Director Compensation | 58 | | Cash Retainer | 58 | | Equity Retainer | 58 | | 2023 Non-Employee Director Compensation Table | 59 | | Certain Transactions | 60 | | Section 16(a) Beneficial Ownership Reporting Compliance | 60 | | Report of the Audit Committee | 61 | | The Company’s Independent Registered Public Accounting Firm | 62 | | Submitting Stockholder Proposals and Nominations for 2025 Annual Meeting | 63 | | Discretionary Voting of Proxies on Other Matters | 63 | | Questions and Answers About How to Vote Your Proxy | 64 | | Voting Instructions and Rules | 64 | | Appendix A | A-1 |

  15. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    This proxy statement is issued by Donnelley Financial Solutions, Inc. in connection with the 2024 Annual Meeting of Stockholders scheduled for May 15, 2024. This proxy statement and accompanying proxy card are first being made available to stockholders on or about April 3, 2024.

  16. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | DFIN 2024 Proxy Statement |

  17. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    Proposals Proposal 1: Election of Directors Each director will serve until the next annual meeting of stockholders and until a successor is elected and qualified, or until such director’s earlier resignation, removal, or death. Our by-laws (the Bylaws) provide that directors are elected to the Board of Directors (the Board) by a majority of the votes cast, except in contested elections, wherein directors are elected to the Board by a plurality of the votes cast. The Board presently consists of nine directors. The following persons are nominated for election as director of the Company to serve until the next annual meeting of stockholders and until a successor is elected and qualified, or until such director’s earlier resignation, removal, or death. The biographies below about the business background of each person nominated by the Board have been furnished to the Company by the nominees for director. The names of the nominees, along with their present positions, their principal occupations, current directorships held with other public corporations, as well as select former directorships, their ages and the year first elected as a director, are set forth in the biographies. Our Board values having directors who reflect a diverse set of skills, professional and personal backgrounds, perspectives and experiences and we are proud to have directors who are diverse, including with respect to gender, ethnicity and experience. The following table sets out a summary of the director nominees’ primary qualifications, characteristics, skills or experience the director nominees brings to the Board. The lack of a mark for a particular item does not mean that the director nominee does not possess that qualification, characteristic, skill, or experience as we look to each director to be knowledgeable in many areas. The biography for each director nominee notes the specific experience, qualifications, attributes, and skills for each director that the Board considers important in determining that each nominee should serve on the Board in light of the Company’s business, structure, and strategic direction. “Industry Knowledge” encompasses the regulatory and compliance markets in which the Company operates and may also include expertise from the perspective of our clients and their regulators.

  18. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | | Accounting & Corporate Finance | Marketing or Brand Management | Transformation Experience | Strategy and Management | Software Technology Expertise | Corporate Governance | Risk Management (including Cybersecurity Expertise) | Industry knowledge | | Richard L. Crandall | | | ✓ | ✓ | ✓ | | ✓ | | | Daniel N. Leib | ✓ | | ✓ | ✓ | | | | ✓ | | Luis A. Aguilar | | | | ✓ | | ✓ | ✓ | ✓ | | Charles D. Drucker | ✓ | ✓ | ✓ | ✓ | | | | | | Juliet S. Ellis | ✓ | | | ✓ | | ✓ | | ✓ | | Gary G. Greenfield | ✓ | | | ✓ | ✓ | ✓ | | | | Jeffrey Jacobowitz | ✓ | | | ✓ | | | | | | Lois M. Martin | ✓ | | | ✓ | ✓ | | ✓ | | | Chandar Pattabhiram | | ✓ | ✓ | ✓ | ✓ | | | |

  19. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | DFIN 2024 Proxy Statement | 1 |

  20. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    As set forth below, our director nominees also exhibit a mix of tenure, age, independence, and diversity. Two of our nine director nominees are women, two of our nine nominees are ethnically diverse, identifying as Hispanic and Indian American, and eight of our nine nominees are independent, including our Board Chair. Our CEO is the only member of management who serves as a director. All members of our Audit, Compensation and Corporate Responsibility & Governance Committees are independent. * Since the Company became public in 2016, 3 new directors have been added and 2 directors did not stand for re-election. The Board recommends the stockholders vote FOR each of our nominees.

  21. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | 2 | DFIN 2024 Proxy Statement |

  22. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | | Luis A. Aguilar | Age: 70 Former Commissioner of the U.S. Securities and Exchange Commission (SEC), serving from July 2008 to December 2015. Prior to the SEC, he was a Partner specializing in corporate and securities law matters at McKenna Long & Aldridge, LLP, an international law firm, from 2005 to 2008, and Alston & Bird, LLP, a law firm, from 2003 to 2004. He held various positions including General Counsel, Head of Compliance and Corporate Secretary at Invesco, Inc., a global asset management firm, from 1994 to 2002. He was also Invesco’s Managing Director for Latin America in the 1990’s, and president of one of Invesco’s broker-dealers. He began his career as an attorney at the SEC. He is an expert in corporate governance with a background in compliance and governmental regulation and oversight of public companies. He was named a Board Leadership Fellow by the National Association of Corporate Directors (NACD) and has earned both his NACD Directorship Certification and NACD Cyber Risk Oversight Certificate, demonstrating his firm commitment to effective boardroom performance and cybersecurity literacy. He earned a BS from Georgia Southern University, a JD from the University of Georgia and a Master of Laws (Taxation) from Emory University. He is a Principal at Falcon Cyber Investments, a firm focused on cyber security, a position he has held since September 2016. He chairs the Company’s Corporate Responsibility and Governance Committee. QUALIFICATIONS Mr. Aguilar’s experience as Commissioner of the SEC, in private law practice and as General Counsel gives the Board significant expertise in the regulatory environment that drives a significant portion of our business, gives the Board insights into corporate governance best practices and provides insights into the Company’s global investment management and global capital markets businesses. | | | Director Since 2016 COMMITTEES (CHAIR) Corporate Responsibility & Governance | | | | | Current Directorships • Envestnet, Inc. | Former Directorships • MiMedx Group, Inc. |

  23. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | | Richard L. Crandall | Age: 80 Chief Executive Officer of Enterprise Software CEO Roundtable, a roundtable for the software industry, a position he has held since he founded Enterprise Software CEO Roundtable in 1994. He is a cybersecurity expert and serves on the Board of the National Cybersecurity Center (Colorado Springs) (the NCC), a position he has held since 2016. The NCC collaborates with the private sector, the military and federal agencies to research cyber threats and to educate the public and private sectors. He Chairs the Cyber Committee and the Strategic Planning Committee of the NCC. He founded Comshare, Inc., a decision support software company, in 1966. He served as its Chief Executive Officer for 26 years and Chairman for three years. At Comshare, he successfully guided the company from its timesharing beginnings to a 100 percent enterprise software products company and eventual sale in 2003. He has been involved in other leadership roles throughout his career, including having served as Chairman of Giga Information Group, a technology advisory firm. At Novell, he served as Chairman and oversaw the sale of the company to a trio of private equity firms and simultaneously much of its patent library to a consortium led by Microsoft, Apple Computer, Oracle and EMC. He has also been a technology advisor to the U.S. Chamber of Commerce. He serves on the Advisory Board for the Wharton Executive Education Program, Boards That Lead governance initiative. He attended the University of Michigan, where he received a BS in Electrical Engineering, a BS in Mathematics and a Masters in Industrial Engineering. He is a member of the Company’s Corporate Responsibility and Governance Committee. QUALIFICATIONS Mr. Crandall has extensive experience as an entrepreneur and as a leader of several companies, including as a former enterprise software CEO that successfully executed a strategic transformation. His background with extensive experience in board chairmanships and as a strategist with continuing expertise in enterprise software, cybersecurity and digital transformation provides the Board with key insights. | | | Director Since 2016 COMMITTEES Chairman of the Board Corporate Responsibility & Governance | | | | | Current Directorships • None | Former Directorships • Diebold Nixdorf, Inc. • Giga Information Group • Novell Inc. • RR Donnelley & Sons Company |

  24. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | DFIN 2024 Proxy Statement | 3 |

  25. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | | Charles D. Drucker | Age: 60 Chief Executive Officer of Worldpay, Inc., a global leader in integrated omni-commerce payments and formerly known as Vantiv, Inc., since February 2024 having previously held that role, and the role as Executive Chairman, from January 2019 to February 2020 when Worldpay was acquired by FIS. He was named Executive Chairman and Co-Chief Executive Officer at the time of Vantiv’s acquisition of Worldpay Group, plc (January 2018). Previously, he was Chief Executive Officer and President of Vantiv, which he joined in 2004. From July 2020 to March 2023 Mr. Drucker served as a partner at Artius Capital, a growth investment firm, and co-founder of Artius Acquisition Inc. a special purpose acquisition company with a focus on technology enabled businesses that directly or indirectly offer specific technology solutions, broader technology software and services, or financial services to companies of all sizes which merged into Origin Materials, Inc. in June 2021. He previously served as executive vice president and COO of STAR Debit Services and as Senior Vice President and General Manager of Commercial Services at Wells Fargo. His entire 35-year career has been in the financial services industry. He is a member of the Company’s Compensation Committee. QUALIFICATIONS Mr. Drucker brings to our Board his extensive executive leadership experience in the payments and technology industries and deep financial services expertise. | | | Director Since 2016 COMMITTEES Compensation | | | | | Current Directorships • None | Former Directorships • MasterCard • Fidelity National Information Services, Inc. (FIS) and Worldpay, Inc. (prior to acquisition by FIS) • Origin Materials, Inc. |

  26. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | | Juliet S. Ellis | Age: 65 Former chief investment officer of US Growth Equities for Invesco, Inc., where she was responsible for overseeing the allocation and management of over $30 billion in assets across nine fund strategies from 2008 to 2019. Prior to joining Invesco in 2004, she served as a managing director with JPMorgan Fleming Asset Management, where she was responsible for the management of mutual funds, sub-advised portfolios and institutional separate account portfolios. She joined JPMorgan in 1987 as an equity analyst and also served as assistant portfolio manager and director of equity research before being promoted to senior portfolio manager in 1993 and managing director in 2000. She began her career as a financial consultant at Merrill Lynch in 1981. She earned a bachelor’s degree in economics and political science, cum laude, from Indiana University, where she was a member of Phi Beta Kappa. She is a Chartered Financial Analyst® (CFA) charterholder. She is a member of the Company’s Compensation Committee and Corporate Responsibility and Governance Committee. QUALIFICATIONS Ms. Ellis has significant expertise and a successful track record in the investment management industry. As a former lead investment manager, she brings successful financial leadership and experienced perspectives on shareholder priorities, capital allocation and shareholder communication, among other strengths, to our Board. | | | Director Since 2018 COMMITTEES Corporate Responsibility & Governance Compensation | | | | | Current Directorships • Apache Corporation | Former Directorships • None |

  27. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | 4 | DFIN 2024 Proxy Statement |

  28. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | | Gary G. Greenfield | Age: 69 Executive Advisor at Court Square Capital Partners, a private equity firm, since April 2020 and Partner at Court Square from 2013 to March 2020. He also served as Interim CEO, Sectigo, a leading cybersecurity provider of digital identity solutions, from July 2022 to December 2022 and Special Advisor at JMI Equity, a private equity firm, from 2021 to 2022. From 2007 to 2013, he served as President and CEO of Avid Technology, Inc. where he oversaw a successful turnaround of the firm. He was recruited to Avid Technology to lead the turnaround effort. He served as President and Chief Executive Officer of GXS, Inc. from 2003 to 2007. During this period, he concurrently served as an Operating Partner at Francisco Partners. He received a B.S. in General Engineering and International Security Affairs from the U.S. Naval Academy, a Master of Science Administration from George Washington University, and an M.B.A. from Harvard Business School. He chairs the Company’s Compensation Committee and is a member of the Audit Committee. QUALIFICATIONS Mr. Greenfield is a proven leader in high technology industries both as a CEO and through his experience working with private equity firms that specialize primarily in the technology sector. He has a strong operational track record that has resulted in the ability to grow markets and develop products. His skills at developing company vision and strategies in the evolving software development field strengthen our Board in this area. | | | Director Since 2016 COMMITTEES (CHAIR) Compensation Audit | | | | | Current Directorships • None | Former Directorships • Avid Technology, Inc. • Diebold Nixdorf, Inc. • Epocrates Inc. • GXS, Inc. • Hyperion Solutions Corporation • Mobius Management Systems Inc. • Novell Inc. • Vocus Inc. |

  29. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | | Jeffrey Jacobowitz | Age: 54 Founder and managing member of Simcoe Capital Management, LLC, an investment management firm formed in February 2003. Previously, he was a research analyst and managing director with Robotti & Company LLC, an investment research firm, from 2002 to 2014. He was a research analyst with Naples, Florida-based Private Capital Management, an investment management firm from 1999 to 2002 and a research analyst with Robotti & Company, LLC from 1996 to 1999. Prior to 1996, he was a senior accountant with Deloitte & Touche LLP, a public accounting firm. He holds a Bachelor of Arts from the University of Maryland Baltimore County. According to a Schedule 13D filed by Simcoe Capital Management, LLC on March 8, 2024, Simcoe and its affiliates hold 7.6% of the Company’s outstanding shares of common stock. Mr. Jacobowitz is a member of the Company’s Audit and Compensation Committees. QUALIFICATIONS Mr. Jacobowitz’s unique perspective as a stockholder will provide key insights to stockholder viewpoints and his over twenty years of investment, finance and accounting experience will further strengthen the Board’s expertise in these areas. | | | Director Since 2019 COMMITTEES Audit Compensation | | | | | Current Directorships • None | Former Directorships • Alloy Inc. • Exar Corporation • Telular Corporation |

  30. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | DFIN 2024 Proxy Statement | 5 |

  31. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | | Daniel N. Leib | Age: 57 President and Chief Executive Officer, and a member of DFIN’s Board, since the Company became an independent public company in 2016. Prior to the Company’s spin-off from RR Donnelley & Sons Company (RRD), he served as RRD’s Executive Vice President and Chief Financial Officer since May 2011. Prior to that, he held various positions of increasing responsibility including Group Chief Financial Officer, Senior Vice President of Finance, Mergers & Acquisitions, Treasurer, and Vice President of Investor Relations. Prior to RRD, he held positions with Interpublic Group of Companies, Dun & Bradstreet, Sears and Andersen Consulting. He graduated from New York University with a MBA and from University of Illinois, Champaign-Urbana with a Bachelor of Science in Finance. QUALIFICATIONS Mr. Leib has significant management experience, including strategy, mergers & acquisitions, treasury, investor relations, operations and international operations. He has many years of executive leadership experience, a strong background in corporate finance and strategy, and possesses integral knowledge of the opportunities and challenges facing the Company. | | | Director Since 2016 COMMITTEES None | | | | | Current Directorships • William Blair Mutual Funds | Former Directorships • None |

  32. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | | Lois M. Martin | Age: 61 Chief Financial Officer of Mortenson, a private construction and real estate development company, since 2017. Previously, she served as Executive Vice President and Chief Financial Officer of Ceridian Corporation, a private human resource software development company, from 2012 to 2017. She was Senior Vice President and Chief Financial Officer of Capella Education Company from 2004 to 2011 and in various finance leadership roles including Chief Financial Officer at Deluxe Corporation from 1993 to 2001, each a publicly traded company. She has overseen the process of separating and spinning off businesses, including the spin-off and IPO of Deluxe’s payment business that was known as eFunds. She is also experienced with the integration of acquisitions into existing businesses. She began her career as an auditor for PriceWaterhouseCoopers. She earned a bachelor’s degree from Augustana University. She chairs the Company’s Audit Committee. QUALIFICATIONS Ms. Martin is a financial expert whose 30-year career has been spent in the financial operations side of businesses both public and private, with a unique background in corporate restructurings and insight into the challenges and successes of capital restructurings, including spin-offs. She also brings significant M&A experience to the Board. | | | Director Since 2016 COMMITTEES (CHAIR) Audit | | | | | Current Directorships • None | Former Directorships • ADC Telecommunications Inc. • MTS Systems Corporation • Raven Industries |

  33. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | 6 | DFIN 2024 Proxy Statement |

  34. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | | Chandar Pattabhiram | Age: 54 Chief Marketing Officer for Coupa Software, Inc., a leading Business Spend Management software provider, since 2017. Previously, he served as Chief Marketing Officer at Marketo, Inc., a marketing automation software provider for account-based marketing and other marketing services and products, from 2016 to 2017, and he served in various marketing positions from 2014 to 2016. Prior to that, he served in senior marketing leadership roles at Badgeville Inc., a privately held software-as-a-service (SaaS) company from 2012-2014, Cast Iron Systems, Inc., a privately held a SaaS integration appliance vendor, from 2002-2012 (Cast Iron was acquired by IBM in 2010) and Jamcracker, Inc., a privately held cloud services management and cloud governance solutions company, from 2000-2002. He began his career at Compucom Systems, from 1993-1996, and joined Andersen Consulting (now Accenture) where he worked on a myriad of management consulting projects across IT strategy and business process reengineering, from 1996-2000. He received his undergraduate degree in mechanical engineering from PSG College of Technology in India and his master’s degree in management information systems from University of Texas. He is on the Board of Directors of privately held BlueShift Technologies, Inc., an AI platform for consumer engagement, and is a strategic advisor to the CEO of Freshworks. He is a member of the Company’s Corporate Responsibility & Governance Committee. QUALIFICATIONS Mr. Pattabhiram’s deep experience with marketing provides insights into the Company’s go-to-market strategies. His more than 20 years of business-to-business enterprise marketing leadership in high growth SaaS product offerings brings a unique insight to the Board. | | | Director Since 2022 COMMITTEES Corporate Responsibility & Governance | | | | | Current Directorships • None | Former Directorships • None |

  35. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    In the event that an incumbent director is not reelected, the Company’s Principles of Corporate Governance require that director to promptly tender his or her resignation. The Board will accept this resignation unless it determines that the best interests of the Company and its stockholders would not be best served by doing so. If any nominee does not stand for election, proxies voting for that nominee may be voted for a substitute nominee selected by the Board. The Board may also choose to reduce the number of directors to be elected at the meeting. In 2023, the Board met five times. Each director of the Company during 2023 attended at least 75% of the total number of meetings of the Board and those committees of which the director was a member during the period he or she served as a director.

  36. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | DFIN 2024 Proxy Statement | 7 |

  37. Governance Highlights

    | • | Independent compensation consultant; |

  38. Key 2023 Compensation Actions

    | Compensation Component | Link to Business and Talent Strategies | 2023 Compensation Actions | | Base Salary (Page 28) | • Competitive base salaries help attract and retain executive talent | • Base salaries for the NEOs were increased to be appropriately competitive within the market | | Annual Cash Incentive Compensation (Page 30) | • Focuses executives on achieving annual financial and strategic corporate initiatives that are key indicators of annual financial and operational performance | • Adjusted EBITDA and software solutions net sales growth remain key drivers of our financial success at the corporate and business unit level • Identified 5 top strategic corporate initiatives critical to our operational success • Individual performance can increase or decrease the calculated payout by 25% • Annual cash incentive awards for the NEOs were earned at an average of 112.9% of target. | | Long-Term Equity Incentive Compensation (Page 41) | • Performance share units (PSUs) are measured by achievement of software solutions net sales and Adjusted EBITDA margin, which are key indicators of long-term performance and creation of stockholder value • Restricted stock units (RSUs) provide focus on stock price growth and serve our talent retention objectives • 2021-2023 PSUs were measured by achievement of software solutions net sales and Adjusted EBITDA margin goals | • The long-term incentive award mix consists of 67% PSUs and 33% RSUs • PSUs are subject to three, 1-year performance periods based on pre-set growth/improvement rates for each of 2023, 2024 and 2025 and a 3-year performance period (2023-2025) each weighted 25% of the total payout and will be earned based on achievement of software solutions net sales (weighted 50%) and Adjusted EBITDA margin (weighted 50%) goals in each of the performance periods. All earned PSUs will vest at the end of the 2025 performance year. • PSUs granted in 2021 vested at 136.0% of target. • RSUs vest in equal annual installments over three years. |

  39. What We Do

    | ✓ | Pay for performance by structuring a significant percentage of target annual compensation in the form of variable, at-risk compensation | | ✓ | Pre-established performance goals that are aligned with creation of long-term stockholder value | | ✓ | Market comparison of executive compensation against a relevant peer group that is reviewed annually | | ✓ | Use of an independent compensation consultant reporting directly to the Compensation Committee and providing no other services to the Company | | ✓ | Double-trigger vesting for equity awards in the event of a change in control | | ✓ | Robust stock ownership guidelines | | ✓ | Clawback policy that applies to all incentive-based cash and equity incentives | | ✓ | Mitigate undue risk | | ✓ | Annual say-on-pay vote |

  40. What We Don’t Do

    | | We do not have tax gross ups | | | We do not allow dividends or dividend equivalents on unearned equity awards | | | We do not allow repricing of underwater stock options without stockholder approval | | | We do not allow hedging or short sales of our securities | | | We do not allow pledging of our securities | | | We do not provide excessive perquisites to executive officers |

  41. Peer Group Selection and Market Data

    Peer Group Selection and Market Data To obtain a broad view of competitive practices among industry peers and competitors for executive talent, the Compensation Committee reviews market data for peer group companies as well as general industry survey data. The peer group is used as a reference point to assess the competitiveness of base salary, incentive targets, and total direct compensation awarded to the NEOs and as information on market practices, including share utilization and share ownership guidelines. During 2022, we conducted a comprehensive review of our peer group to help inform compensation decisions for 2023. This evaluation of potential peers was intended to reflect the Company’s evolving business mix and growth trajectory to include companies taking into consideration the following peer group criteria:

  42. Peer Group Selection and Market Data

    | • | Within a range of the Company’s operations and scale of approximately 0.3 times to 3 times the Company’s size in a variety of financial metrics including revenue, EBITDA and market capitalization; |

  43. Peer Group Selection and Market Data

    | • | Similar industry to the Company and within the data software and services space; |

  44. Peer Group Selection and Market Data

    | • | Direct competitors for executive talent and shareholder investments; |

  45. Peer Group Selection and Market Data

    | • | Publicly-traded companies that operate in the United States and are subject to US laws and regulations. |

  46. Peer Group Selection and Market Data

    This review resulted in several meaningful changes to our peer group such that we added Avalara, Inc., BlackLine, Inc. and Q2 Holdings, Inc. and removed Bottomline Technologies (de), Inc. following their acquisition in 2022. The peer group utilized was as follows:

  47. Peer Group Selection and Market Data

    | • | ACI Worldwide, Inc. |

  48. Peer Group Selection and Market Data

    | • | Avalara, Inc. |

  49. Peer Group Selection and Market Data

    | • | BlackLine, Inc. |

  50. Peer Group Selection and Market Data

    | • | Broadridge Financial Solutions, Inc. |

  51. Peer Group Selection and Market Data

    | • | CoreLogic, Inc. |

  52. Peer Group Selection and Market Data

    | • | CSG Systems International, Inc. |

  53. Peer Group Selection and Market Data

    | • | DocuSign, Inc. |

  54. Peer Group Selection and Market Data

    | • | Envestnet, Inc. |

  55. Peer Group Selection and Market Data

    | • | FactSet Research Systems Inc. |

  56. Peer Group Selection and Market Data

    | • | Huron Consulting Group, Inc. |

  57. Peer Group Selection and Market Data

    | • | Jack Henry & Associates, Inc. |

  58. Peer Group Selection and Market Data

    | • | Morningstar, Inc. |

  59. Peer Group Selection and Market Data

    | • | Perficient, Inc. |

  60. Peer Group Selection and Market Data

    | • | Q2 Holdings, Inc. |

  61. Peer Group Selection and Market Data

    | • | Resources Connection, Inc. |

  62. Peer Group Selection and Market Data

    | • | Verint Systems Inc. |

  63. Peer Group Selection and Market Data

    | • | Vertusa Corporation |

  64. Peer Group Selection and Market Data

    | • | Workiva Inc. |

  65. Peer Group Selection and Market Data

    Based on data compiled by Meridian at the time of the peer group review, our revenues and EBITDA were at the 44th and 70th percentiles, respectively, in relation to the peer group. The Compensation Committee also reviews data from national survey sources related to general industry when it considers the market competitiveness of NEO compensation levels and/or market practices. The Compensation Committee does not review the specific companies included in these surveys, and the data presented to the Compensation Committee is general and not specific to any particular subset of companies.

  66. Peer Group Selection and Market Data

    | DFIN 2024 Proxy Statement | 27 |

  67. Peer Group Selection and Market Data

    2023 Named Executive Officer Compensation

  68. Annual Incentive Plan (AIP)

    Annual Incentive Plan (AIP) The AIP is a cash bonus plan that incentivizes short-term (i.e., annual) financial and operational performance. The Compensation Committee reviews our target annual bonus opportunities by job level each year to help ensure they are competitive. All NEOs participated in the corporate AIP plan in 2023 to better align management across the Company. The target annual incentive opportunity as a percent of annual base salary for each of our NEOs in 2023 was as follows:

  69. Annual Incentive Plan (AIP)

    | Name | 2022 Target Annual Incentive as Percent of Base Salary (%) | 2023 Target Annual Incentive as Percent of Base Salary (%) | 2023 Target Annual Incentive ($) | | Daniel N. Leib | 130% | 130% | $1,059,500 | | David A. Gardella | 100% | 100% | $470,000 | | Craig D. Clay | 100% | 100% | $470,000 | | Eric J. Johnson | 100% | 100% | $440,000 | | Robert K. Williams | 70% | 70% | $297,500 |

  70. Annual Incentive Plan (AIP)

    The Compensation Committee undertakes a rigorous review and analysis to establish annual performance goals under the AIP. For 2023, the Compensation Committee established the following goals and payout levels under the AIP:

  71. Annual Incentive Plan (AIP)

    | Goals | Weighting | Payout Range | | Corporate Consolidated Non-GAAP Adjusted EBITDA | 55% | 50% –200% | | Corporate Software Solutions Net Sales Growth | 25% | 50% –200% | | Strategic Corporate Initiatives | 20% | 0% – 200% | | Individual Performance Factor | | +/-25% |

  72. Annual Incentive Plan (AIP)

    The Adjusted EBITDA and software solutions net sales growth goals were based on the Company’s annual operating plan reviewed by our Board. Both are critical components of the Company’s multi-year digital transformation and reflect a desire to have all members of the executive team aligned toward the same goals instead of business unit specific goals that had been used previously as AIP metrics. In addition, the Compensation Committee may utilize its discretionary authority under the AIP to increase or decrease the amount of an award otherwise payable if it determines that an adjustment is appropriate to better reflect the actual performance of the Company and/or participant (including any unusual or nonrecurring events, including without limitation, any strategic transactions, acquisitions, divestitures or other similar events involving or affecting the Company). The Compensation Committee believes that the corporate strategic initiatives are important “leading indicators” of financial performance and continue to be important for a company like ours in the process of transforming its business strategy. Calculated payouts may be adjusted +/- 25% based on each participant’s individual performance, as evaluated by the Compensation Committee.

  73. Annual Incentive Plan (AIP)

    | 28 | DFIN 2024 Proxy Statement |

  74. Corporate Financial Goals

    Corporate Financial Goals The threshold, target and maximum performance and payout opportunities for the corporate financial goals under the 2023 AIP (subject to interpolation between points), along with the actual performance achieved and related payout percentage, are set forth below. Given the long-term plan of the Company and the multi-year digital transformation, the Board tasked management with continued focus on the strategic shift in the Company’s mix of revenue toward its software solutions offerings. To support this strategy, the corporate revenue metric (comprising 25% of the total weighting) was focused on driving software solutions net sales in particular and reflected an increased weighting as compared to 2022. The target for the corporate revenue metric was set at a growth rate of 11.1% over the prior year (recognizing that approximately 60% of the Company’s software offering is sensitive to corporate transactions market activity). In addition, the consolidated Adjusted EBITDA target was lower than the prior year results, reflecting primarily the anticipated negative impact of the continued decline of capital markets transactional activity compared to 2022’s level and increased investments in the Company’s software solutions and related technology in support of the Company’s strategy. The Compensation Committee determined it was appropriate to establish the final 2023 corporate financial goals as follows:

  75. Corporate Financial Goals

    | | Threshold | Target | Maximum | Actual | % of Target Achieved | Payout% | | Achievement% | 80% | 100% | 120% | | | | | Payout% | 50% | 100% | 200% | | | | | Consolidated Non-GAAP Adjusted EBITDA ($ millions) | $155.8 | $194.7 | $233.6 | $207.4* | 106.5% | 132.6% | | Software Solutions Net Sales Growth | 8.8% | 11.1% | 13.3% | 4.6% | 41.8% | 0.0% |

  76. Determination of 2023 Annual Cash Incentive Awards

    Determination of 2023 Annual Cash Incentive Awards The Compensation Committee determined the 2023 annual cash incentive awards for the NEOs using the following framework: Based on the achievement of the 2023 financial goals and corporate strategic initiatives, the annual cash incentive awards paid to our NEOs for 2023 were as follows:

  77. Determination of 2023 Annual Cash Incentive Awards

    | | Target Annual Cash Incentive Opportunity ($) | Adjusted EBITDA (55%) | Software Solutions Sales Growth (25%) | Corporate Strategic Initiatives (20%) | Total Weighted Payout | Individual Performance Factor | Total Payout | | Daniel N. Leib | $1,059,500 | 132.6% | 0.0% | 200.0% | 112.9% | 100.0% | $1,196,176 | | David A. Gardella | $470,000 | 132.6% | 0.0% | 200.0% | 112.9% | 100.0% | $530,630 | | Craig D. Clay | $470,000 | 132.6% | 0.0% | 200.0% | 112.9% | 100.0% | $530,630 | | Eric J. Johnson | $440,000 | 132.6% | 0.0% | 200.0% | 112.9% | 100.0% | $496,760 | | Robert K. Williams | $297,500 | 132.6% | 0.0% | 200.0% | 112.9% | 100.0% | $335,878 |

  78. Long-Term Incentive (LTI) Program

    Long-Term Incentive (LTI) Program Each executive officer has an annual LTI target grant denoted in terms of a dollar value, which is allocated between PSUs and RSUs. Details on the types of equity awards granted to our NEOs in 2023 are provided in the table below.

  79. Long-Term Incentive (LTI) Program

    | Equity Award | Weighting | Rationale and Key Features | | PSUs | 67% | • Incentivize NEOs to achieve specific measurable financial goals (software solutions net sales and Adjusted EBITDA margin) over three one-year and a three-year performance periods. • The number of PSUs that are earned and vest at the end of the performance cycle range from 0% for below threshold performance to 200% of the target number of shares for maximum performance depending on performance during each of the 4 performance periods. • Encourage retention of our executive officers’ services and promote ownership by our executives in Company stock. | | RSUs | 33% | • Align pay and Company performance as reflected in our stock price. • RSUs vest in one-third installments at the end of each of the first three years following grant, subject to continued employment. • Encourage retention of our executive officers’ services and promote ownership by our executives in Company stock. |

  80. Long-Term Incentive (LTI) Program

    | 30 | DFIN 2024 Proxy Statement |

  81. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards The Compensation Committee approved the annual PSU and RSU awards to each of the NEOs. The LTI award values were split between PSU and RSUs at 67% and 33% of the total LTI award value, respectively. The table below shows the annual and supplemental award values and applicable PSU (at target) and RSU award value granted to each NEO.

  82. 2023 Long-Term Incentive Awards

    | Executive | Annual LTI | PSU (Target) | RSU | | Daniel N. Leib | $5,000,000 | $3,350,000 | $1,650,000 | | David A. Gardella | $2,100,000 | $1,407,000 | $693,000 | | Craig D. Clay | $2,100,000 | $1,407,000 | $693,000 | | Eric J. Johnson | $1,450,000 | $971,500 | $478,500 | | Robert K. Williams | $1,000,000 | $670,000 | $330,000 |

  83. Performance Share Unit Awards

    Performance Share Unit Awards The performance measures and weightings for the 2023 PSU are as follows:

  84. Performance Share Unit Awards

    | Performance Measures | Weighting | Description | | Software Solutions Net Sales | 50% | • Achievement is measured in each of 2023, 2024 and 2025 and cumulatively over 2023-2025 (each weighted 25%) • Payout scale ranges from 0% for below threshold performance to 50% for threshold performance to 100% for target performance to 200% for maximum performance | | Adjusted EBITDA Margin | 50% | • When the performance threshold is met, payouts are interpolated on a straight-line basis for performance levels between threshold and target and between target and maximum • Each of the four performance periods are independent. The final awards will be issued at the end of the 2025 performance year • Each of these performance measures are calculated independently |

  85. Performance Share Unit Awards

    Each PSU award consists of 4 independent performance periods over which software solutions net sales and Adjusted EBITDA margin will be measured, one for each of 2023, 2024 and 2025 as well as the cumulative period of 2023-2025. The Committee established the 2023 and 2023-2025 goals at the grant date. The 2024 and 2025 performance goals are established based on actual company results in the preceding year plus a predetermined increase which was established at the grant date. Portions earned following the 2023 and 2024 periods will be subject to further time-based vesting until the full awards vest following the 2025 performance year.

  86. Long-Term Incentive Award Payouts in 2023

    Long-Term Incentive Award Payouts in 2023

  87. 2021 PSU Payout

    2021 PSU Payout As previously disclosed in our 2022 Proxy Statement, during fiscal year 2021, the Compensation Committee granted the executive team, including the NEOs, performance share units with vesting based upon the Company’s achievement of software solutions net sales goals and Adjusted EBITDA margin goals for each of 2021, 2022, 2023 and cumulatively over 2021-2023. At the start of the 2021 performance year, the Committee established the 2021 and 2021-2023 goals. The 2022 and 2023 performance goals were established based on actual company results in the preceding year plus a predetermined increase which was established at the grant date (+12.7% and +40 basis points for software solutions net sales and Adjusted EBITDA margin, respectively). In the case of the software solutions net sales goal, the subsequent year’s target goal cannot exceed +12.7% of the preceding year’s target. At the close of each performance period, the Compensation Committee determined the achievement of the performance goals. The PSUs earned for the 2021 and 2022 performance periods were subject to further time-based vesting, such that all four portions of the awards were issued following the 2023 performance year. The table below shows the performance achievement and payouts for each NEO.

  88. 2021 PSU Payout

    | | Threshold | Target | Maximum | | Payout% | 50% | 100% | 200% |

  89. 2021 PSU Payout

    | Year 1 (F-21) - weighted 25% | | | | | | | Software Solutions Net Sales Goals | | | Actual Result | Payout | | | Thresh | Target | Max | | | | | $189.8 | $233.3 | $256.8 | $270.0 | 200.0% | | | Adjusted EBITDA Margin Goals | | | Actual Result | Payout | | | Thresh | Target | Max | | | | | 19.5% | 20.5% | 21.5% | 29.7% | 200.0% | 200.0% | | Year 2 (F-22) - weighted 25% | | | | | | | Software Solutions Net Sales Goals | | | Actual Result | Payout | | | Thresh | Target | Max | | | | | $213.9 | $251.7 | $289.4 | $279.6 | 174.0% | | | Adjusted EBITDA Margin Goals | | | Actual Result | Payout | | | Thresh | Target | Max | | | | | 29.1% | 30.1% | 31.1% | 26.2% | 0.0% | 87.0% | | Year 3 (F-23) - weighted 25% | | | | | | | Software Solutions Net Sales Goals | | | Actual Result | Payout | | | Thresh | Target | Max | | | | | $241.1 | $283.6 | $326.2 | $292.6 | 121.1% | | | Adjusted EBITDA Margin Goals | | | Actual Result | Payout | | | Thresh | Target | Max | | | | | 25.6% | 26.6% | 27.6% | 26.0% | 71.7% | 96.4% | | 2023 Target - weighted 25% | | | | | | | Software Solutions Net Sales Goals | | | Actual Result | Payout | | | Thresh | Target | Max | | | | | $241.1 | $283.6 | $326.1 | $292.6 | 121.2% | | | Adjusted EBITDA Margin Goals | | | Actual Result | Payout | | | Thresh | Target | Max | | | | | 20.3% | 21.3% | 22.3% | 26.0% | 200.0% | 160.6% | | Total Payout | | | | | 136.0% |

  90. 2021 PSU Payout

    | 32 | DFIN 2024 Proxy Statement |

  91. 2021 PSU Payout by NEO

    2021 PSU Payout by NEO

  92. 2021 PSU Payout by NEO

    | Executive | Target PSU | Payout (%) | Actual Shares | | Daniel N. Leib | 116,000 | 136.0% | 157,760 | | David A. Gardella | 36,300 | 136.0% | 49,367 | | Craig D. Clay | 29,300 | 136.0% | 39,848 | | Eric J. Johnson | 27,000 | 136.0% | 36,721 | | Robert K. Williams | 17,600 | 136.0% | 23,936 |

  93. 2022 and 2023 PSU Interim Performance Period Certification

    2022 and 2023 PSU Interim Performance Period Certification As previously disclosed above and in our 2022 Proxy Statement, each outstanding PSU award consists of 4 independent performance periods: each individual year of the three-year performance period as well as the cumulative three-year period. During each of the performance periods, performance in software solutions net sales and Adjusted EBITDA margin is measured against target. At the close of the 2023 performance period, the Compensation Committee determined the achievement of the performance goals for the 2023 performance periods for each award, as applicable. The Compensation Committee certified achievement of 2023 software solutions net sales of $292.6 million and 2023 Adjusted EBITDA margin of 26.0%, resulting in the earning of (a) 71.4% of the 2022 PSUs and (b) 140.4% of the 2023 PSUs, each for the 2023 performance period. These earned amounts are subject to further time-based vesting until the conclusion of the cumulative performance year, as applicable.

  94. 2022 and 2023 PSU Interim Performance Period Certification

    | DFIN 2024 Proxy Statement | 33 |

  95. 2022 and 2023 PSU Interim Performance Period Certification

    Other Compensation and Governance Matters

  96. Independence Assessment of Compensation Consultant

    Independence Assessment of Compensation Consultant The Compensation Committee engaged Meridian to provide compensation consultant services for the Compensation Committee’s decision-making process for 2023. Meridian regularly attended Compensation Committee meetings and reported directly to the Compensation Committee, and not to management, on matters relating to the compensation of the executive officers and for directors. The Compensation Committee reviewed the work and services provided by Meridian and considered the following factors to determine that (a) such services were provided on an independent basis and (b) no conflicts of interest exist.

  97. Corporate Governance Policies

    Corporate Governance Policies Stock Ownership Guidelines: The Compensation Committee has established stock ownership guidelines for all executive officers and certain other executives. These guidelines are designed to encourage our executives to have a meaningful equity ownership in the Company, and thereby link their interests with those of its stockholders. These stock ownership guidelines provide that each executive must own (by way of shares owned outright and including unvested restricted stock units but excluding unexercised stock options or performance share units) shares of Company common stock with a value of 5x base salary for the CEO, 3x base salary for the CFO, 2x base salary for all other CEO direct reports and 1x base salary for all other officers covered by the policy. Executives must hold 50% of their vested shares until their guideline has been met. In the event an executive does not achieve or make progress toward the required stock ownership level, the Compensation Committee has the discretion to take appropriate action. As of March 15, 2024, all executive officers have met or exceeded the guideline amounts. Clawback Policy: The Company maintains a clawback policy to provide for the recovery of certain incentive-based compensation from current or former executive officers in accordance with the requirements of Section 303A.14 of the NYSE Listed Company Manual. Pursuant to this policy, the Company is required to recover erroneously awarded incentive-based compensation received by current or former executive officers of the Company. The Company shall recover reasonably promptly the amount of erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Incentive-based compensation refers to any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. The Compensation Committee will have discretion in determining how to accomplish recovery of erroneously awarded incentive-based compensation under this policy, recognizing that different means of recovery may be appropriate in different circumstances. Insider Trading and Window Period Policy and Prohibition on Hedging and Pledging: The Company’s insider trading policy provides rules applicable to trading in the Company’s stock and applies to the Company’s employees, including executive officers and directors and the family members who live with them, their family members whose transactions in securities are directed by or subject to control or influence by them and members of their households. This policy provides that the Company’s executive officers and directors, and these related individuals, cannot engage in any transaction in Company securities (including purchases, sales, broker assisted cashless exercises of stock options and the sale of the common stock acquired pursuant to the exercise of stock options) without first obtaining the approval of the Company’s Chief Legal and Compliance Officer. Approval of transactions can be sought only during a defined window period when the executive officers and directors are not in possession of material non-public information about the Company. The window period is generally defined as

  98. Risk Assessment

    Risk Assessment The Compensation Committee, with the assistance of Meridian, reviewed and evaluated the Company’s executive and employee compensation practices and has concluded, based on this review, that any risks associated with such practices are not likely to have a material adverse effect on the Company. The determination primarily took into account the balance of cash and equity payouts, the balance of annual and long term incentives, the type of performance metrics used, incentive plan payout leverage, the possibility that the plan designs could be structured in ways that might encourage gamesmanship, the avoidance of uncapped rewards, multi-year vesting for equity awards, the use of stock ownership requirements for senior management and the Compensation Committee’s oversight of all executive compensation programs.

  99. Summary Compensation Table

    Summary Compensation Table

  100. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Daniel N. Leib President and Chief Executive Officer | 2023 | 815,000 | — | 4,711,808 | 0 | 1,196,176 | 0 | 32,294 | 6,755,277 | | | 2022 | 780,000 | — | 4,103,488 | 0 | 2,605,601 | 0 | 49,968 | 7,539,057 | | | 2021 | 780,000 | — | 4,952,391 | 0 | 1,852,500 | 0 | 51,320 | 7,636,211 | | David A. Gardella Chief Financial Officer | 2023 | 470,000 | — | 1,979,003 | 0 | 530,630 | 0 | 9,900 | 2,989,533 | | | 2022 | 450,000 | — | 1,371,968 | 0 | 998,842 | 0 | 9,150 | 2,829,960 | | | 2021 | 425,000 | — | 1,550,662 | 0 | 807,500 | 0 | 28,971 | 2,812,133 | | Craig D. Clay President, Global Capital Markets | 2023 | 470,000 | — | 1,979,003 | 0 | 530,630 | 0 | 9,900 | 2,989,533 | | | 2022 | 450,000 | — | 1,371,968 | 0 | 713,613 | 0 | 9,150 | 2,544,731 | | | 2021 | 425,000 | — | 1,353,253 | 0 | 807,500 | 0 | 28,971 | 2,614,724 | | Eric J. Johnson President, Global Investment Companies | 2023 | 440,000 | — | 1,366,444 | 0 | 496,760 | 0 | 9,900 | 2,313,104 | | | 2022 | 420,000 | — | 912,576 | 0 | 956,678 | 0 | 9,150 | 2,298,404 | | | 2021 | 400,000 | — | 1,152,983 | 0 | 749,560 | 0 | 28,971 | 2,331,514 | | Robert K. Williams Chief People and Administrative Officer(5) | 2023 | 425,000 | — | 942,378 | 0 | 335,878 | 0 | 9,900 | 1,713,156 |

  101. Summary Compensation Table

    | 38 | DFIN 2024 Proxy Statement |

  102. Summary Compensation Table

    | 1. | The amounts shown in this column for 2023 constitute the aggregate grant date fair value of shares of PSUs (at target levels of achievement) and RSUs granted during the fiscal year under the Company’s Amended and Restated 2016 Performance Incentive Plan (the 2016 PIP). The amounts are valued in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (which we refer to as ASC Topic 718). See Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the relevant assumptions used in calculating the fair value pursuant to ASC Topic 718. For further information on these awards, see the Outstanding Equity Awards at Fiscal Year-End table. Maximum payout of the PSUs would result in additional value to the NEOs in the following amounts: Mr. Leib, $3,156,913; Mr. Gardella, $1,325,934; Mr. Clay, $1,325,934; Mr. Johnson, $915,511; and Mr. Williams, $631,391. The NEOs were granted awards in 2023 with the following grant date fair values: |

  103. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  104. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stocks or Units(#)(3) | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Daniel N. Leib | | 529,750(1) | 1,059,500(1) | 2,119,000(1) | — | — | — | — | — | | | 3/3/2023 | — | — | — | 37,717 | 75,434 | 150,868 | — | 3,156,913 | | | 3/3/2023 | — | — | — | — | — | — | 37,154 | 1,554,895 | | David A. Gardella | | 235,000(1) | 470,000(1) | 940,000(1) | — | — | — | — | — | | | 3/3/2023 | — | — | — | 15,842 | 31,683 | 63,366 | — | 1,325,934 | | | 3/3/2023 | — | — | — | — | — | — | 15,605 | 653,069 | | Craig D. Clay | | 235,000(1) | 470,000(1) | 940,000(1) | — | | | — | — | | | 3/3/2023 | — | — | — | 15,842 | 31,683 | 63,366 | — | 1,325,934 | | | 3/3/2023 | — | — | — | — | — | — | 15,605 | 653,069 | | Eric J. Johnson | | 220,000(1) | 440,000(1) | 880,000(1) | — | — | — | — | — | | | 3/3/2023 | — | — | — | 10,938 | 21,876 | 43,752 | — | 915,511 | | | 3/3/2023 | — | — | — | — | — | — | 10,775 | 450,934 | | Robert K. Williams | | 148,750(1) | 297,500(1) | 595,000(1) | — | — | — | — | — | | | 3/3/2023 | — | — | — | 7,544 | 15,087 | 30,174 | — | 631,391 | | | 3/3/2023 | — | — | — | — | — | — | 7,431 | 310,987 |

  105. Grants of Plan-Based Awards Table

    | 1. | Consists of potential payouts under the AIP for performance during 2023, calculated based on the NEO’s salary and bonus target as of December 31, 2023. In each case, the amount actually earned by each NEO is reported as Non-Equity Incentive Plan Compensation in the 2023 Summary Compensation Table. See Compensation Discussion and Analysis section of this proxy statement for further information on these payments. |

  106. Grants of Plan-Based Awards Table

    | 2. | Consists of PSUs awarded under the 2016 PIP. The PSUs are subject to a performance targets based on achievement of software solutions net sales (weighted 50%) and Adjusted EBITDA margin (weighted 50%) goals measured in each of 2023, 2024, 2025 and cumulatively over the three year performance period beginning January 1, 2023 and ending December 31, 2025 (each weighted 25%). The minimum performance level for each performance period must be reached in order for the holder to be entitled to receive any shares. From 50% to 200% of the number of target PSUs granted may be earned depending upon performance versus specified target levels. The PSUs have no dividend or voting rights and are payable in shares of common stock of the Company upon vesting at the end of the cumulative performance period. See Compensation Discussion and Analysis section of this proxy statement for further information and Potential Payments Upon Termination or Change in Control for vesting information. |

  107. Grants of Plan-Based Awards Table

    | 3. | Consists of RSUs awarded under the 2016 PIP. Each RSU is equivalent to one share of Company common stock. The awards vest one-third on each of the first through third anniversaries of the grant date. The RSUs have no dividend or voting rights and are payable in shares of common stock of the Company upon vesting. See Potential Payments Upon Termination or Change in Control section of this proxy statement for vesting information. |

  108. Grants of Plan-Based Awards Table

    | 4. | Grant date fair value with respect to the PSUs and RSUs is determined in accordance with ASC Topic 718. See Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to ASC Topic 718. |

  109. Grants of Plan-Based Awards Table

    | 40 | DFIN 2024 Proxy Statement |

  110. Grants of Plan-Based Awards Table

    Outstanding Equity Awards at 2023 Fiscal Year-End The table below shows (i) each grant of stock options of the Company that are unexercised and outstanding, (ii) the aggregate number of unvested RSUs and (iii) the aggregate number of unvested PSUs, each of which are outstanding for the NEOs as of December 31, 2023.

  111. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table

  112. Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | Daniel N. Leib | 70,800 | 0 | 22.35 | 3/2/2027 | 158,468 | 9,883,649 | 100,876 | 6,291,636 | | | 92,900 | 0 | 17.65 | 3/2/2028 | | | | | | | 47,400 | 0 | 19.415 | 3/2/2028 | | | | | | | 64,300 | 0 | 14.15 | 3/5/2029 | | | | | | David A. Gardella | 19,300 | 0 | 22.35 | 3/2/2027 | 58,040 | 3,619,955 | 38,563 | 2,405,174 | | | 33,800 | 0 | 17.65 | 3/2/2028 | | | | | | | 22,500 | 0 | 14.15 | 3/5/2029 | | | | | | Craig D. Clay | 3,225 | 0 | 14.15 | 3/2/2029 | 56,907 | 3,549,290 | 38,563 | 2,405,174 | | Eric J. Johnson | | | | | 39,745 | 2,478,896 | 26,257 | 1,637,649 | | Robert K. Williams | | | | | 27,438 | 1,711,308 | 18,216 | 1,136,132 |

  113. Outstanding Equity Awards at Fiscal Year-End Table

    | 1. | Represents stock options awarded on March 2, 2017, March 2, 2018 and March 5, 2019 under the 2016 PIP. The stock options vest one-fourth on each of the first through fourth anniversaries of the grant date. |

  114. Outstanding Equity Awards at Fiscal Year-End Table

    | 2. | The following table provides information with respect to the vesting of each NEO’s outstanding unvested RSUs over shares of Company common stock that are set forth in the above table. |

  115. Outstanding Equity Awards at Fiscal Year-End Table

    | Vesting Date | Daniel N. Leib | David A. Gardella | Craig D. Clay | Eric J. Johnson | Robert K. Williams | | 3/3/2024 | 45,951 | 16,035 | 14,902 | 11,258 | 7,644 | | 3/3/2025 | 26,919 | 10,069 | 10,069 | 6,826 | 4,744 | | 3/3/2026 | 12,385 | 5,202 | 5,202 | 3,592 | 2,477 |

  116. Outstanding Equity Awards at Fiscal Year-End Table

    | 3. | Also represents the earned and unvested portions of PSUs awarded on March 3, 2022 and March 3, 2023, described below, which have met certified performance targets and are payable at the end of the cumulative performance period with respect to each PSU grant, in the following amounts: Mr. Leib, 46,736 and 26,477; Mr. Gardella, 15,614 and 11,120; Mr. Clay, 15,614 and 11,120; Mr. Johnson, 10,391 and 7,678; and Mr. Williams, 7,279 and 5,294. If employment terminates by reason of death or disability, the earned and unvested portion of the PSUs shall vest and become payable in full. If employment terminates other than for death or disability, the earned and unvested portion of the PSUs will be forfeited. NEO employment agreements and the Company’s Executive Severance Plan provide for accelerated vesting of equity awards under certain circumstances. See Potential Payments Upon Termination or Change in Control section of this proxy statement for vesting information. |

  117. Outstanding Equity Awards at Fiscal Year-End Table

    | 4. | Assumes a closing price per share of $62.37 on December 29, 2023, the last trading day of the fiscal year. |

  118. Outstanding Equity Awards at Fiscal Year-End Table

    | 5. | Represents unearned and unvested portions of PSUs awarded on March 3, 2022 and March 3, 2023, assuming target performance achievement in the following amounts: Mr. Leib, 44,300 and 56,576; Mr. Gardella, 14,800 and 23,763; Mr. Clay, 14,800 and 23,763; Mr. Johnson, 9,850 and 16,407; and Mr. Williams, 6,900 and 11,316. The 2022 and 2023 PSUs are subject to performance targets based on achievement of software solutions net sales (weighted 50%) and Adjusted EBITDA margin (weighted 50%) goals measured in each of (1) for the 2022 PSUs, 2022, 2023, 2024 and cumulatively over the three year performance period beginning January 1, 2022 and ending December 31, 2024 (each weighted 25%) and (2) for the 2023 PSUs, 2023, 2024, 2025 and cumulatively over the three year performance period beginning January 1, 2023 and ending December 31, 2025 (each weighted 25%). The minimum performance level must be reached in order for the holder to be entitled to receive any shares. From 50% to 200% of the number of target PSUs |

  119. Outstanding Equity Awards at Fiscal Year-End Table

    | DFIN 2024 Proxy Statement | 41 |

  120. Outstanding Equity Awards at Fiscal Year-End Table

    | granted may be earned depending upon performance versus specified target levels and are payable in shares of common stock of the Company upon vesting at the end of the cumulative performance period. All PSUs are forfeited if the performance targets are not met. The earned and unvested portions of the PSUs previously meeting certified performance targets are subject to time-based vesting as set forth above and are reflected as stock units that have not vested in the table above. If employment terminates by reason of death or disability, a pro rata portion of the unearned and unvested portion of the shares of PSUs shall vest and become payable, based on the target performance with respect to the PSUs. If employment terminates other than for death or disability, the unearned and unvested portion of the PSUs will be forfeited. NEO employment agreements and the Company’s Executive Severance Plan provide for accelerated vesting of equity awards under certain circumstances. See Potential Payments Upon Termination or Change in Control section of this proxy statement for vesting information. |

  121. Outstanding Equity Awards at Fiscal Year-End Table

    | 6. | Assumes target performance achievement of the PSUs and a price per share of $62.37 on December 29, 2023, the last trading day of the fiscal year. |

  122. Outstanding Equity Awards at Fiscal Year-End Table

    Option Exercises and Stock Vested Table The following table shows information regarding the value of options exercised and restricted stock units and performance share units which vested during 2023.

  123. Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Daniel N. Leib | N/A | N/A | 231,560 | 12,906,295 | | David A. Gardella | N/A | N/A | 73,834 | 4,095,601 | | Craig D. Clay | 41,575 | 1,157,942 | 58,847 | 3,275,406 | | Eric J. Johnson | 23,125 | 807,178 | 53,054 | 2,969,145 | | Robert K. Williams | 2,150 | 56,765 | 35,302 | 1,965,207 |

  124. Outstanding Equity Awards at Fiscal Year-End Table

    | 1. | Value realized on vesting of Company RSUs and PSUs is the fair market value on the date of vesting, based on the closing price of Company common stock as reported by the New York Stock Exchange. For PSUs vesting on December 31, 2023, reflects a price per share of Company common stock of $62.37 on December 29, 2023 (the last trading day of the fiscal year). The actual value realized is based on the closing price of Company common stock of $65.53 on March 4, 2024, the date the shares are actually delivered as follows: Mr. Leib, $10,338,013; Mr. Gardella, $3,235,020; Mr. Clay, $2,611,239; Mr. Johnson, 2,406,327; and Mr. Williams, $1,568,526. |

  125. Outstanding Equity Awards at Fiscal Year-End Table

    Pension Benefits In connection with its spin-off from RRD, the Company adopted defined benefit pension plans for Donnelley Financial employees, or the Donnelley Financial Qualified Retirement Plans, that are substantially similar to those maintained by RRD (including with respect to being frozen for future benefit accruals), and assets and liabilities of Donnelley Financial allocated employees and former employees were transferred to, and assumed by, such Donnelley Financial pension plans in accordance with applicable law and as set forth in the employee matters section of the Separation and Distribution Agreement executed in connection with the spin-off. Generally, effective December 31, 2011, RRD froze benefit accruals under all of its then existing Federal income tax qualified U.S. defined benefit pension plans, or collectively the RRD Qualified Retirement Plans, that were still open to accruals. Therefore, beginning January 1, 2012, participants generally ceased earning additional benefits under the RRD Qualified Retirement Plans. Thereafter, the RRD Qualified Retirement Plans were merged into one RRD Qualified Retirement Plan and generally no new participants will enter this plan. Before the RRD Qualified Retirement Plans were frozen, accrual rates varied based on age and service. Accruals for the plans were calculated using compensation that generally included salary and annual cash bonus awards. The amount of annual earnings that may be considered in calculating benefits under a qualified pension plan is limited by law. The RRD Qualified Retirement Plan was funded entirely by RRD, and the Donnelley Financial Qualified Retirement Plan is funded entirely by the Company, with contributions made to a trust fund from which the benefits of participants are paid. The U.S. Internal Revenue Code places limitations on pensions that can be accrued under tax qualified plans. Prior to being frozen, to the extent an employee’s pension would have accrued under one of the RRD Qualified Retirement Plans

  126. Outstanding Equity Awards at Fiscal Year-End Table

    | 42 | DFIN 2024 Proxy Statement |

  127. Outstanding Equity Awards at Fiscal Year-End Table

    if it were not for such limitations, the additional benefits were accrued under an unfunded supplemental pension plan, or the RRD SERP or the Donnelley Financial SERP, as applicable. Prior to a change in control of the Company, the Donnelley Financial SERP is unfunded and provides for payments to be made out of the Company’s general assets. Because the RRD Qualified Retirement Plans and, therefore the subsequent Donnelley Financial Qualified Retirement Plans, were frozen as of December 31, 2011, generally no additional benefits will accrue under the Donnelley Financial Qualified Retirement Plans or the related Donnelley Financial SERP. Some participants, including those that have a cash balance or pension equity benefit, can elect to receive either a life annuity or a lump sum amount upon termination. Other participants will receive their plan benefit in the form of a life annuity. Under a life annuity benefit, benefits are paid monthly after retirement for the life of the participant or, if the participant is married or chooses an optional benefit form, generally in a reduced amount for the lives of the participant and surviving spouse or other named survivor. See Note 7 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the relevant assumptions used in calculating the present value of the current accrued benefit with respect to each NEO under the Donnelley Financial Qualified Retirement Plan and the Donnelley Financial SERP set forth in the table below.

  128. 2023 Pension Benefits Table

    2023 Pension Benefits Table

  129. 2023 Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Daniel N. Leib | Pension Plan | 7 | 109,625 | — | | | SERP | 7 | 132,372 | — | | David A. Gardella | Pension Plan | 20 | 73,500 | — | | | SERP | 20 | 9,721 | — | | Craig D. Clay | Pension Plan | 17 | 200,892 | — | | | SERP | 17 | 90,311 | — | | Eric J. Johnson | Pension Plan | 20 | 225,304 | — | | | SERP | 20 | 70,498 | — | | Robert K. Williams | None | — | — | — |

  130. 2023 Pension Benefits Table

    | 1. | The number of years of credited service was frozen effective December 31, 2011, when benefit accruals at RRD were frozen. |

  131. 2023 Pension Benefits Table

    Nonqualified Deferred Compensation In connection with the spin-off from RRD, we adopted deferred compensation benefits for Company employees that are substantially similar to those maintained by RRD and assets and liabilities of Company allocated employees and the assets of certain former Donnelley Financial allocated employees were transferred to, and assumed by, such Company deferred compensation plans in accordance with applicable law and as set forth in the employee matters section of the Separation and Distribution Agreement. We determined not to offer eligible employees the opportunity to make deferrals for 2023 and will determine in our discretion whether to offer such deferral opportunities in later years. In addition, we maintain a number of now-frozen deferred compensation plans, which will remain frozen. The 2023 Nonqualified Deferred Compensation table presents amounts deferred under our Deferred Compensation Plan. Participants may defer up to 50% of base salary and 90% of annual incentive bonus payments under the Deferred Compensation Plan. Deferred amounts are credited with earnings or losses based on the rate of return of mutual funds selected by the executive, which the executive may change at any time. We do not make contributions to participants’ accounts under the Deferred Compensation Plan. Distributions generally are paid in a lump sum distribution on the latter of the first day of the year following the year in which the NEO’s employment with the Company terminates or the

  132. 2023 Pension Benefits Table

    | DFIN 2024 Proxy Statement | 43 |

  133. 2023 Pension Benefits Table

    six-month anniversary of such termination unless the NEO elects that a distribution be made three years after a deferral under certain circumstances. If the separation from service is due to death or disability, the balance of the deferred compensation account is distributed within 60 days of the event.

  134. 2023 Nonqualified Deferred Compensation Table

    2023 Nonqualified Deferred Compensation Table

  135. 2023 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions In Last FY ($) | Registrant Contributions In Last FY ($) | Aggregate Earnings In Last FY ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance At Last FYE ($) | | Daniel N. Leib | — | — | 17,968 | — | 93,751 | | David A. Gardella | — | — | — | — | — | | Craig D. Clay | — | — | 113,769 | — | 540,576 | | Eric J. Johnson | — | — | — | — | — | | Robert K. Williams | — | — | — | — | — |

  136. 2023 Nonqualified Deferred Compensation Table

    | 1. | Amounts in this column with respect to the Deferred Compensation Plan are not included in the 2023 Summary Compensation Table because the amounts do not reflect above-market earnings. |

  137. 2023 Nonqualified Deferred Compensation Table

    | 44 | DFIN 2024 Proxy Statement |

  138. 2023 Nonqualified Deferred Compensation Table

    This section describes the payments that would have been received by the NEOs upon termination of his or her employment at December 31, 2023. The amount of these payments would have depended upon the circumstances of their termination, which include termination by the Company without Cause, termination by Mr. Leib for Good Reason, other voluntary termination by the employee, death, disability, or termination without Cause or termination by the NEO for Good Reason following a Change in Control (each as defined in the applicable document) of the Company. Mr. Leib is party to an employment agreement (as amended by two side letters) with the Company and Mr. Gardella, Mr. Clay, Mr. Johnson and Mr. Williams are subject to the Company’s Executive Severance Plan. The information in this section is based upon the employment arrangements as in effect as of December 31, 2023. This information is presented to illustrate the payments the NEOs would have received from the Company under the various termination scenarios. A description of the terms with respect to each of these types of terminations follows. General Terms Under Mr. Leib’s Employment Agreement Or The Executive Severance Plan Mr. Leib’s employment agreement and the Executive Severance Plan provide for payments of certain benefits, as described below, upon termination of employment both before and after a Change in Control (as defined in the 2016 PIP). The NEO’s rights upon a termination of his or her employment depend upon the circumstances of the termination. Central to an understanding of the rights of Mr. Leib under his employment agreement and each other NEO under the Executive Severance Plan is an understanding of the definition of ‘Cause’ and ‘Good Reason’ that is used in the agreement and the Executive Severance Plan, as applicable. For purposes of Mr. Leib’s employment agreement and the Executive Severance Plan, we have Cause to terminate the NEO if the NEO has engaged in any of a list of specified activities, including refusing to substantially perform duties consistent with the scope and nature of his or her position or refusal or failure to attempt in good faith to follow the written direction of the chief executive officer, chief operating officer or the Board, as applicable, committing an act materially injurious (monetarily or otherwise) to us or our subsidiaries, commission of a felony or other actions specified in the definition. For purposes of Mr. Leib’s employment agreement and the Executive Severance Plan, an NEO is generally said to have Good Reason to terminate his or her employment (and thereby gain access to the benefits described below) if we assign the applicable NEO duties that represent a material diminution of his or her duties or responsibilities, reduce his or her compensation or generally require that any NEO’s principal office be located more than seventy-five miles from his or her primary work location of employment or, in the case of Mr. Leib, materially breach his employment agreement. Under Mr. Leib’s employment agreement, a termination by the Company without Cause or by Mr. Leib for Good Reason are generally referred to as a “Qualifying Termination.” Under the Executive Severance Plan, for the NEOs (other than Mr. Leib) a “Qualifying Termination” is (i) outside of the period which is three months prior to or two years following a Change in Control (the CIC Termination Period), termination without Cause and (ii) during a CIC Termination Period, termination without Cause or termination by the NEO for Good Reason. Mr. Leib’s employment agreement and the Executive Severance Plan require, as a precondition to the receipt of the benefits described below, that the NEO sign a standard form of release in which he or she waives all claims that he or she might have against us and certain associated individuals and entities. Mr. Leib’s employment agreement and the Executive Severance Plan also include noncompete and nonsolicit provisions that would apply for a period of one to two years, as set forth therein, following the NEO’s termination of employment. None of our NEOs are entitled to tax gross-ups upon any termination, including after a Change in Control.

  139. 2023 Nonqualified Deferred Compensation Table

    | DFIN 2024 Proxy Statement | 45 |

  140. 2023 Nonqualified Deferred Compensation Table

    The benefits to be provided to the NEO in each of those situations are described in the tables below, which assume that the termination had taken place on December 31, 2023. Potential Payment Obligations Upon Termination Of Employment Of An NEO Or Upon A Change In Control The following tables set forth our payment obligations under Mr. Leib’s employment agreement and the Executive Severance Plan under the circumstances specified upon a termination of the employment of our NEOs or upon a Change in Control. The tables do not include payments or benefits that do not discriminate in scope, terms or operation in favor of the NEOs and are generally available to all salaried employees, or pension or deferred compensation payments that are discussed in Pension Benefits and Nonqualified Deferred Compensation. Unless otherwise noted, the descriptions of the payments below are applicable to all of the tables relating to potential payments upon termination, termination after a Change in Control or after a Change in Control. Disability or Death—All NEOs, except Mr. Williams, are entitled to pension benefits upon death or disability according to the terms of the Company’s pension plan. Mr. Leib’s employment agreement provides that in the event of disability or death, in addition to payments under the Company’s disability benefits plan or life insurance program, as applicable and each as available to all salaried employees, Mr. Leib is entitled to benefits paid under a supplemental disability insurance policy or supplemental life insurance policy, as applicable, maintained by the Company for his benefit. Pursuant to the terms of the Company’s AIP, each NEO is also entitled to his or her pro-rated annual bonus for the year in which the disability or death occurs, payable at the same time as and to the extent that all other annual bonuses are paid and as available to all salaried employees. Additionally, all unvested equity awards (other than unearned and unvested PSUs which unearned and unvested portions will vest pro rata) held by each NEO will immediately vest upon disability or death pursuant to the terms of the applicable award agreements. Equity Acceleration—Pursuant to the terms of his employment agreement, for equity awards issued to Mr. Leib, and pursuant to the Executive Severance Plan (or the applicable award agreement), for equity awards issued to NEOs other than Mr. Leib, (i) upon Qualifying Termination other than during a CIC Termination Period (A) any unvested time-based equity award will immediately vest pro-rata, (B) any unearned and unvested performance-based equity award will continue to be earned and vest pro-rata based on actual performance and be paid in full after the end of the applicable cumulative performance period and (C) any earned and unvested performance-based equity award will continue to vest and be paid in full after the end of the applicable cumulative performance period, (ii) upon a Change in Control, unearned and unvested performance-based equity will be deemed earned at target performance level but will continue to be subject to time-based vesting in accordance with the original cumulative performance period and earned but unvested performance-based equity will continue to be subject to time-based vesting in accordance with the original cumulative performance period and (iii) upon a Qualifying Termination during the CIC Termination Period, all unvested equity awards will vest in full. In addition, upon a Qualifying Termination of Mr. Leib, any options that are or became exercisable upon such Qualifying Termination remain outstanding and exercisable for the full term of the option. For all NEOs, any long-term incentive cash awards issued in lieu of, or in addition to, equity-based awards are subject to the same treatment as set forth above and all unvested equity awards are forfeited in the event of resignation other than for Good Reason, if applicable, or termination for Cause. Treatment of equity upon death or disability is discussed above in Disability or Death. Value of accelerated equity is the fair market value on the date of termination. For purposes of the tables, fair market value is the closing price on December 29, 2023 (the last trading day of the fiscal year) of $62.37. Health Care Benefits—Mr. Leib’s employment agreement and the Executive Severance Plan generally provide that upon a Qualifying Termination, the Company will continue providing medical, dental, and vision coverage to the NEO that the NEO was eligible to receive immediately prior to such termination until the end date of an enumerated period following

  141. 2023 Nonqualified Deferred Compensation Table

    | 46 | DFIN 2024 Proxy Statement |

  142. 2023 Nonqualified Deferred Compensation Table

    the NEO’s date of termination. For Mr. Leib, this period is 24 months; for all other NEOs, this period is 12 months absent a Change in Control and 18 months after a Change in Control, in each case after such resignation or termination. In the event of resignation other than for Good Reason, if applicable, or termination with Cause, the NEO is entitled to the same benefits as all other employees would be entitled to after termination. Benefits payable upon disability or death are described above in Disability or Death. The tables below show estimates of the benefits potentially payable to each NEO, assuming that a termination or a Change in Control took place on December 31, 2023. Mr. Leib, the Company’s President and Chief Executive Officer, would be entitled to the following:

  143. 2023 Nonqualified Deferred Compensation Table

    | | Resignation for Good Reason or Termination Without Cause ($) | Resignation for Other Than Good Reason or Termination With Cause ($) | Resignation for Good Reason or Termination Without Cause After Change in Control ($) | Change in Control ($) | Disability ($) | Death ($) | | Cash: | | | | | | | | Severance | 3,749,000(1) | 0 | 4,686,250(2) | 0 | —(3) | — | | Pro Rata Bonus | 1,059,500(4) | 0 | 1,059,500(4) | 0 | —(5) | —(5) | | Equity/Cash Incentive Awards: (6) | | | | | | | | RSUs | 2,374,114(7) | 0 | 5,317,354(8) | —(9) | 5,317,354(10) | 5,317,354(10) | | Options | 0(7) | | 0(8) | —(9) | 0(10) | 0(10) | | PSUs | 5,878,248(11) | 0 | 10,857,931(12) | —(13) | 5,878,248(14) | 5,878,248(14) | | Benefits and Perquisites: (15) | | | | | | | | Post-Termination Health Care | 55,379 | 0 | 55,379 | 0 | — | — | | Supplemental Disability Insurance | — | — | — | — | 1,150,005(16) | — | | Total: | 13,116,240 | 0 | 21,976,414 | 0 | 12,345,607 | 11,195,602 |

  144. 2023 Nonqualified Deferred Compensation Table

    | 1. | Mr. Leib is entitled to 2x base salary and 2x target annual bonus as if all targets and objectives had been met, paid over the applicable severance period. |

  145. 2023 Nonqualified Deferred Compensation Table

    | 2. | Mr. Leib is entitled to 2x base salary and 2x target annual bonus as if all targets and objectives had been met, paid over the applicable severance period, and a lump sum payment equal to .5x the sum of his base salary and target bonus, paid on the 60th day following termination. |

  146. 2023 Nonqualified Deferred Compensation Table

    | 3. | Mr. Leib is entitled to the same 60% of base salary until age 65 with a maximum $10,000 per month that is generally available to all salaried employees upon disability. |

  147. 2023 Nonqualified Deferred Compensation Table

    | 4. | Mr. Leib is entitled to a lump sum payment equal to his pro-rated annual bonus for the year in which the termination occurs based on actual achievement, payable at the same time as and to the extent that all other annual bonuses are paid. This bonus is reflected at target for purposes of this table. |

  148. 2023 Nonqualified Deferred Compensation Table

    | 5. | Pursuant to the terms of the AIP, Mr. Leib is entitled to his pro-rated annual bonus for the year in which the disability or death occurs, payable at the same time as and to the extent that all other annual bonuses are paid which are the same terms generally available to all salaried employees who participate in the plan. |

  149. 2023 Nonqualified Deferred Compensation Table

    | 6. | Assumes a price per share of $62.37 on December 29, 2023 (the last trading day of the fiscal year). |

  150. 2023 Nonqualified Deferred Compensation Table

    | 7. | Under the terms of his employment agreement, all unvested time-based equity awards granted on or prior to December 31, 2019 will vest in full immediately upon a Qualifying Termination absent a Change in Control and all unvested time-based equity awards granted after December 31, 2019 will vest pro-rata immediately upon a Qualifying Termination absent a Change in Control. |

  151. 2023 Nonqualified Deferred Compensation Table

    | 8. | Under the terms of his employment agreement, all unvested time-based equity awards will vest in full immediately upon a Qualifying Termination during a CIC Termination Period. |

  152. 2023 Nonqualified Deferred Compensation Table

    | 9. | All unvested time-based equity awards remain outstanding upon a Change in Control. |

  153. 2023 Nonqualified Deferred Compensation Table

    | 10. | All unvested time-based equity awards will immediately vest in full upon disability or death pursuant to the terms of the applicable award agreements. |

  154. 2023 Nonqualified Deferred Compensation Table

    | 11. | All unearned and unvested performance-based equity awards will continue to be earned and vest pro-rata based on actual performance and be paid in full after the end of the cumulative performance period as though no Qualifying Termination had occurred and all earned and unvested performance-based equity awards will continue to vest and be paid in full after the end of the cumulative performance period as though no Qualifying Termination had occurred. |

  155. 2023 Nonqualified Deferred Compensation Table

    | DFIN 2024 Proxy Statement | 47 |

  156. 2023 Nonqualified Deferred Compensation Table

    | 12. | Under the terms of his employment agreement, all unearned and unvested performance-based equity awards are deemed earned at target upon the Change in Control and vest in full as of the date of the Qualifying Termination during a CIC Termination Period and all earned and unvested performance-based equity awards vest in full as of the date of the Qualifying Termination during a CIC Termination Period. Amount shown does not include the PSU award granted in March 2021 that vested on December 31, 2023. |

  157. 2023 Nonqualified Deferred Compensation Table

    | 13. | Upon a Change in Control, all unearned and unvested performance-based equity awards will be deemed to be earned at target performance level but continue to vest and be paid after the end of the cumulative performance period and all earned and unvested performance-based equity awards will continue to vest and be paid in full after the end of the cumulative performance period. |

  158. 2023 Nonqualified Deferred Compensation Table

    | 14. | Per the terms of the award agreements, all unearned and unvested performance-based equity awards will immediately vest pro-rata based upon target performance upon disability or death and all earned and unvested performance-based equity awards will immediately vest in full upon disability or death. |

  159. 2023 Nonqualified Deferred Compensation Table

    | 15. | Except as disclosed, Mr. Leib receives the same benefits that are generally available to all salaried employees upon disability or death. |

  160. 2023 Nonqualified Deferred Compensation Table

    | 16. | Represents benefits payable under a supplemental disability insurance policy maintained by the Company for the benefit of Mr. Leib in excess of the amount generally available to all salaried employees. |

  161. 2023 Nonqualified Deferred Compensation Table

    Mr. Gardella, the Company’s Chief Financial Officer, would be entitled to the following:

  162. 2023 Nonqualified Deferred Compensation Table

    | | Termination Without Cause ($) | Resignation or Termination With Cause ($) | Resignation for Good Reason or Termination Without Cause After Change in Control ($) | Change in Control ($) | Disability ($) | Death ($) | | Cash: | | | | | | | | Severance | 940,000(1) | 0 | 1,410,000(2) | 0 | —(3) | — | | Pro Rata Bonus | 470,000(4) | 0 | 470,000(4) | 0 | —(5) | —(5) | | Equity/Cash Incentive Awards: (6) | | | | | | | | RSUs | 828,585(7) | 0 | 1,952,555(8) | —(9) | 1,952,555(10) | 1,952,555(10) | | Options | 0(7) | | 0(8) | —(9) | 0(10) | 0(10) | | PSUs | 2,139,416(11) | 0 | 4,072,574(12) | —(13) | 2,139,416(14) | 2,139,416(14) | | Benefits and Perquisites: (15) | | | | | | | | Post-Termination Health Care | 27,689 | 0 | 41,534 | 0 | — | — | | Total: | 4,405,690 | 0 | 7,946,663 | 0 | 4,091,971 | 4,091,9714 |

  163. 2023 Nonqualified Deferred Compensation Table

    | 1. | Mr. Gardella is entitled to 1x base salary and 1x target annual bonus as if all targets and objectives had been met, paid over the applicable severance period under the terms of the Executive Severance Plan. |

  164. 2023 Nonqualified Deferred Compensation Table

    | 2. | Mr. Gardella is entitled to 1.5x base salary and 1.5x target annual bonus as if all targets and objectives had been met, paid over the applicable severance period under the terms of the Executive Severance Plan. |

  165. 2023 Nonqualified Deferred Compensation Table

    | 3. | Mr. Gardella is entitled to the same 60% of base salary until age 65 with a maximum $10,000 per month that is generally available to all salaried employees upon disability. |

  166. 2023 Nonqualified Deferred Compensation Table

    | 4. | Mr. Gardella is entitled to a lump sum payment equal to his pro-rated annual bonus for the year in which the termination occurs based on actual achievement, payable at the same time as and to the extent that all other annual bonuses are paid under the terms of the Executive Severance Plan. This bonus is reflected at target for purposes of this table. |

  167. 2023 Nonqualified Deferred Compensation Table

    | 5. | Pursuant to the terms of the AIP, Mr. Gardella is entitled to his pro-rated annual bonus for the year in which the disability or death occurs, payable at the same time as and to the extent that all other annual bonuses are paid which are the same terms generally available to all salaried employees who participate in the plan. |

  168. 2023 Nonqualified Deferred Compensation Table

    | 6. | Assumes a price per share of $62.37 on December 29, 2023 (the last trading day of the fiscal year). |

  169. 2023 Nonqualified Deferred Compensation Table

    | 7. | Under the terms of the Executive Severance Plan, all unvested time-based equity awards will vest pro-rata immediately upon a Qualifying Termination absent a Change in Control. |

  170. 2023 Nonqualified Deferred Compensation Table

    | 8. | All unvested time-based equity awards will vest immediately upon a Qualifying Termination during the CIC Termination Period under the terms of the Executive Severance Plan. |

  171. 2023 Nonqualified Deferred Compensation Table

    | 9. | All unvested time-based equity awards remain outstanding upon a Change in Control. |

  172. 2023 Nonqualified Deferred Compensation Table

    | 10. | All unvested time-based equity awards will immediately vest upon disability or death pursuant to the terms of the applicable award agreements. |

  173. 2023 Nonqualified Deferred Compensation Table

    | 48 | DFIN 2024 Proxy Statement |

  174. 2023 Nonqualified Deferred Compensation Table

    | 11. | Under the terms of the Executive Severance Plan, all unearned and unvested performance-based equity awards will continue to be earned and vest pro-rata based on actual performance and be paid in full after the end of the cumulative performance period as though no Qualifying Termination had occurred and all earned and unvested performance-based equity awards will continue to vest and be paid in full after the end of the cumulative performance period as though no Qualifying Termination had occurred. |

  175. 2023 Nonqualified Deferred Compensation Table

    | 12. | All unearned and unvested performance-based equity awards are deemed earned at target upon the Change in Control and vest in full as of the date of the Qualifying Termination during the CIC Termination Period and all earned and unvested performance-based equity awards vest in full as of the date of the Qualifying Termination during a CIC Termination Period under the terms of the Executive Severance Plan. Amount shown does not include the PSU award granted in March 2021 that vested on December 31, 2023. |

  176. 2023 Nonqualified Deferred Compensation Table

    | 13. | Upon a Change in Control, all unearned and unvested performance-based equity awards will be deemed to be earned at target performance level but continue to vest and be paid after the end of the cumulative performance period and all earned and unvested performance-based equity awards will continue to vest and be paid in full after the end of the cumulative performance period. |

  177. 2023 Nonqualified Deferred Compensation Table

    | 14. | Per the terms of the award agreements, all unearned and unvested performance-based equity awards will immediately vest pro-rata based upon target performance upon disability or death and all earned and unvested performance-based equity awards will immediately vest in full upon disability or death. |

  178. 2023 Nonqualified Deferred Compensation Table

    | 15. | Except as disclosed, Mr. Gardella receives the same benefits that are generally available to all salaried employees upon disability or death. |

  179. 2023 Nonqualified Deferred Compensation Table

    Mr. Clay, the Company’s President of Global Capital Markets, would be entitled to the following:

  180. 2023 Nonqualified Deferred Compensation Table

    | | Termination Without Cause ($) | Resignation or Termination With Cause ($) | Resignation for Good Reason or Termination Without Cause After Change in Control ($) | Change in Control ($) | Disability ($) | Death ($) | | Cash: | | | | | | | | Severance | 940,000(1) | 0 | 1,410,000(2) | 0 | —(3) | — | | Pro Rata Bonus | 470,000(4) | 0 | 470,000(4) | 0 | —(5) | —(5) | | Equity/Cash Incentive Awards: (6) | | | | | | | | RSUs | 770,893(7) | 0 | 1,881,890(8) | —(9) | 1,881,890(10) | 1,881,890(10) | | Options | 0(7) | | 0(8) | —(9) | 0(10) | 0(10) | | PSUs | 2,139,416(11) | 0 | 4,072,574(12) | —(13) | 2,139,416(14) | 2,139,416(14) | | Benefits and Perquisites: (15) | | | | | | | | Post-Termination Health Care | 28,391 | 0 | 42,587 | 0 | — | — | | Total: | 4,348,700 | 0 | 7,877,051 | 0 | 4,021,306 | 4,021,306 |

  181. 2023 Nonqualified Deferred Compensation Table

    | 1. | Mr. Clay is entitled to 1x base salary and 1x target annual bonus as if all targets and objectives had been met, paid over the applicable severance period under the terms of the Executive Severance Plan. |

  182. 2023 Nonqualified Deferred Compensation Table

    | 2. | Mr. Clay is entitled to 1.5x base salary and 1.5x target annual bonus as if all targets and objectives had been met, paid over the applicable severance period under the terms of the Executive Severance Plan. |

  183. 2023 Nonqualified Deferred Compensation Table

    | 3. | Mr. Clay is entitled to the same 60% of base salary until age 65 with a maximum $10,000 per month that is generally available to all salaried employees upon disability. |

  184. 2023 Nonqualified Deferred Compensation Table

    | 4. | Mr. Clay is entitled to a lump sum payment equal to his pro-rated annual bonus for the year in which the termination occurs based on actual achievement, payable at the same time as and to the extent that all other annual bonuses are paid under the terms of the Executive Severance Plan. This bonus is reflected at target for purposes of this table. |

  185. 2023 Nonqualified Deferred Compensation Table

    | 5. | Pursuant to the terms of the AIP, Mr. Clay is entitled to his pro-rated annual bonus for the year in which the disability or death occurs, payable at the same time as and to the extent that all other annual bonuses are paid which are the same terms generally available to all salaried employees who participate in the plan. |

  186. 2023 Nonqualified Deferred Compensation Table

    | 6. | Assumes a price per share of $62.37 on December 29, 2023 (the last trading day of the fiscal year). |

  187. 2023 Nonqualified Deferred Compensation Table

    | 7. | Under the terms of the Executive Severance Plan, all unvested time-based equity awards will vest pro-rata immediately upon a Qualifying Termination absent a Change in Control. |

  188. 2023 Nonqualified Deferred Compensation Table

    | 8. | All unvested time-based equity awards will vest immediately upon a Qualifying Termination during the CIC Termination Period under the terms of the Executive Severance Plan. |

  189. 2023 Nonqualified Deferred Compensation Table

    | 9. | All unvested time-based equity awards remain outstanding upon a Change in Control. |

  190. 2023 Nonqualified Deferred Compensation Table

    | DFIN 2024 Proxy Statement | 49 |

  191. 2023 Nonqualified Deferred Compensation Table

    | 10. | All unvested time-based equity awards will immediately vest upon disability or death pursuant to the terms of the applicable award agreements. |

  192. 2023 Nonqualified Deferred Compensation Table

    | 11. | Under the terms of the Executive Severance Plan, all unearned and unvested performance-based equity awards will continue to be earned and vest pro-rata based on actual performance and be paid in full after the end of the cumulative performance period as though no Qualifying Termination had occurred and all earned and unvested performance-based equity awards will continue to vest and be paid in full after the end of the cumulative performance period as though no Qualifying Termination had occurred. |

  193. 2023 Nonqualified Deferred Compensation Table

    | 12. | All unearned and unvested performance-based equity awards are deemed earned at target upon the Change in Control and vest in full as of the date of the Qualifying Termination during the CIC Termination Period and all earned and unvested performance-based equity awards vest in full as of the date of the Qualifying Termination during a CIC Termination Period under the terms of the Executive Severance Plan. Amount shown does not include the PSU award granted in March 2021 that vested on December 31, 2023. |

  194. 2023 Nonqualified Deferred Compensation Table

    | 13. | Upon a Change in Control, all unearned and unvested performance-based equity awards will be deemed to be earned at target performance level but continue to vest and be paid after the end of the cumulative performance period and all earned and unvested performance-based equity awards will continue to vest and be paid in full after the end of the cumulative performance period. |

  195. 2023 Nonqualified Deferred Compensation Table

    | 14. | Per the terms of the award agreements, all unearned and unvested performance-based equity awards will immediately vest pro-rata based upon target performance upon disability or death and all earned and unvested performance-based equity awards will immediately vest in full upon disability or death. |

  196. 2023 Nonqualified Deferred Compensation Table

    | 15. | Except as disclosed, Mr. Clay receives the same benefits that are generally available to all salaried employees upon disability or death. |

  197. 2023 Nonqualified Deferred Compensation Table

    Mr. Johnson, the Company’s President of Global Investment Companies, would be entitled to the following:

  198. 2023 Nonqualified Deferred Compensation Table

    | | Termination Without Cause ($) | Resignation or Termination With Cause ($) | Resignation for Good Reason or Termination Without Cause After Change in Control ($) | Change in Control ($) | Disability ($) | Death ($) | | Cash: | | | | | | | | Severance | 880,000(1) | 0 | 1,320,000(2) | 0 | —(3) | — | | Pro Rata Bonus | 440,000(4) | 0 | 440,000(4) | 0 | —(5) | —(5) | | Equity/Cash Incentive Awards: (6) | | | | | | | | RSUs | 581,725(7) | 0 | 1,351,932(8) | —(9) | 1,351,932(10) | 1,351,932(10) | | Options | 0(7) | | 0(8) | —(9) | 0(10) | 0(10) | | PSUs | 1,445,238(11) | 0 | 2,764,613(12) | —(13) | 1,445,238(14) | 1,445,238(14) | | Benefits and Perquisites: (15) | | | | | | | | Post-Termination Health Care | 28,391 | 0 | 42,587 | 0 | — | — | | Total: | 3,375,354 | 0 | 5,919,132 | 0 | 2,797,170 | 2,797,170 |

  199. 2023 Nonqualified Deferred Compensation Table

    | 1. | Mr. Johnson is entitled to 1x base salary and 1x target annual bonus as if all targets and objectives had been met, paid over the applicable severance period under the terms of the Executive Severance Plan. |

  200. 2023 Nonqualified Deferred Compensation Table

    | 2. | Mr. Johnson is entitled to 1.5x base salary and 1.5x target annual bonus as if all targets and objectives had been met, paid over the applicable severance period under the terms of the Executive Severance Plan. |

  201. 2023 Nonqualified Deferred Compensation Table

    | 3. | Mr. Johnson is entitled to the same 60% of base salary until age 65 with a maximum $10,000 per month that is generally available to all salaried employees upon disability. |

  202. 2023 Nonqualified Deferred Compensation Table

    | 4. | Mr. Johnson is entitled to a lump sum payment equal to his pro-rated annual bonus for the year in which the termination occurs based on actual achievement, payable at the same time as and to the extent that all other annual bonuses are paid under the terms of the Executive Severance Plan. This bonus is reflected at target for purposes of this table. |

  203. 2023 Nonqualified Deferred Compensation Table

    | 5. | Pursuant to the terms of the AIP, Mr. Johnson is entitled to his pro-rated annual bonus for the year in which the disability or death occurs, payable at the same time as and to the extent that all other annual bonuses are paid which are the same terms generally available to all salaried employees who participate in the plan. |

  204. 2023 Nonqualified Deferred Compensation Table

    | 6. | Assumes a price per share of $62.37 on December 29, 2023 (the last trading day of the fiscal year). |

  205. 2023 Nonqualified Deferred Compensation Table

    | 7. | Under the terms of the Executive Severance Plan, all unvested time-based equity awards will vest pro-rata immediately upon a Qualifying Termination absent a Change in Control. |

  206. 2023 Nonqualified Deferred Compensation Table

    | 8. | All unvested time-based equity awards will vest immediately upon a Qualifying Termination during the CIC Termination Period under the terms of the Executive Severance Plan. |

  207. 2023 Nonqualified Deferred Compensation Table

    | 50 | DFIN 2024 Proxy Statement |

  208. 2023 Nonqualified Deferred Compensation Table

    | 9. | All unvested time-based equity awards remain outstanding upon a Change in Control. |

  209. 2023 Nonqualified Deferred Compensation Table

    | 10. | All unvested time-based equity awards will immediately vest upon disability or death pursuant to the terms of the applicable award agreements. |

  210. 2023 Nonqualified Deferred Compensation Table

    | 11. | Under the terms of the Executive Severance Plan, all unearned and unvested performance-based equity awards will continue to be earned and vest pro-rata based on actual performance and be paid in full after the end of the cumulative performance period as though no Qualifying Termination had occurred and all earned and unvested performance-based equity awards will continue to vest and be paid in full after the end of the cumulative performance period as though no Qualifying Termination had occurred. |

  211. 2023 Nonqualified Deferred Compensation Table

    | 12. | All unearned and unvested performance-based equity awards are deemed earned at target upon the Change in Control and vest in full as of the date of the Qualifying Termination during the CIC Termination Period and all earned and unvested performance-based equity awards vest in full as of the date of the Qualifying Termination during a CIC Termination Period under the terms of the Executive Severance Plan. Amount shown does not include the PSU award granted in March 2021 that vested on December 31, 2023. |

  212. 2023 Nonqualified Deferred Compensation Table

    | 13. | Upon a Change in Control, all unearned and unvested performance-based equity awards will be deemed to be earned at target performance level but continue to vest and be paid after the end of the cumulative performance period and all earned and unvested performance-based equity awards will continue to vest and be paid in full after the end of the cumulative performance period. |

  213. 2023 Nonqualified Deferred Compensation Table

    | 14. | Per the terms of the award agreements, all unearned and unvested performance-based equity awards will immediately vest pro-rata based upon target performance upon disability or death and all earned and unvested performance-based equity awards will immediately vest in full upon disability or death. |

  214. 2023 Nonqualified Deferred Compensation Table

    | 15. | Except as disclosed, Mr. Johnson receives the same benefits that are generally available to all salaried employees upon disability or death. |

  215. 2023 Nonqualified Deferred Compensation Table

    Mr. Williams, the Company’s Chief People and Administrative Officer, would be entitled to the following:

  216. 2023 Nonqualified Deferred Compensation Table

    | | Termination Without Cause ($) | Resignation or Termination With Cause ($) | Resignation for Good Reason or Termination Without Cause After Change in Control ($) | Change in Control ($) | Disability ($) | Death ($) | | Cash: | | | | | | | | Severance | 722,500(1) | 0 | 1,083,750(2) | 0 | —(3) | — | | Pro Rata Bonus | 297,500(4) | 0 | 297,500(4) | 0 | —(5) | —(5) | | Equity/Cash Incentive Awards: (6) | | | | | | | | RSUs | 394,989(7) | 0 | 927,130(8) | —(9) | 927,130(10) | 927,130(10) | | Options | 0(7) | | 0(8) | —(9) | 0(10) | 0(10) | | PSUs | 1,005,966(11) | 0 | 1,920,372(12) | —(13) | 1,005,966(14) | 1,005,966(14) | | Benefits and Perquisites: (15) | | | | | | | | Post-Termination Health Care | 9,158 | 0 | 13,738 | 0 | — | — | | Total: | 2,430,113 | 0 | 4,242,490 | 0 | 1,933,096 | 1,933,096 |

  217. 2023 Nonqualified Deferred Compensation Table

    | 1. | Mr. Williams is entitled to 1x base salary and 1x target annual bonus as if all targets and objectives had been met, paid over the applicable severance period under the terms of the Executive Severance Plan. |

  218. 2023 Nonqualified Deferred Compensation Table

    | 2. | Mr. Williams is entitled to 1.5x base salary and 1.5x target annual bonus as if all targets and objectives had been met, paid over the applicable severance period under the terms of the Executive Severance Plan. |

  219. 2023 Nonqualified Deferred Compensation Table

    | 3. | Mr. Williams is entitled to the same 60% of base salary until age 65 with a maximum $10,000 per month that is generally available to all salaried employees upon disability. |

  220. 2023 Nonqualified Deferred Compensation Table

    | 4. | Mr. Williams is entitled to a lump sum payment equal to his pro-rated annual bonus for the year in which the termination occurs based on actual achievement, payable at the same time as and to the extent that all other annual bonuses are paid under the terms of the Executive Severance Plan. This bonus is reflected at target for purposes of this table. |

  221. 2023 Nonqualified Deferred Compensation Table

    | 5. | Pursuant to the terms of the AIP, Mr. Williams is entitled to his pro-rated annual bonus for the year in which the disability or death occurs, payable at the same time as and to the extent that all other annual bonuses are paid which are the same terms generally available to all salaried employees who participate in the plan. |

  222. 2023 Nonqualified Deferred Compensation Table

    | 6. | Assumes a price per share of $62.37 on December 29, 2023 (the last trading day of the fiscal year). |

  223. 2023 Nonqualified Deferred Compensation Table

    | 7. | Under the terms of the Executive Severance Plan, all unvested time-based equity awards will vest pro-rata immediately upon a Qualifying Termination absent a Change in Control. |

  224. 2023 Nonqualified Deferred Compensation Table

    | DFIN 2024 Proxy Statement | 51 |

  225. 2023 Nonqualified Deferred Compensation Table

    | 8. | All unvested time-based equity awards will vest immediately upon a Qualifying Termination during the CIC Termination Period under the terms of the Executive Severance Plan. |

  226. 2023 Nonqualified Deferred Compensation Table

    | 9. | All unvested time-based equity awards remain outstanding upon a Change in Control. |

  227. 2023 Nonqualified Deferred Compensation Table

    | 10. | All unvested time-based equity awards will immediately vest upon disability or death pursuant to the terms of the applicable award agreements. |

  228. 2023 Nonqualified Deferred Compensation Table

    | 11. | Under the terms of the Executive Severance Plan, all unearned and unvested performance-based equity awards will continue to be earned and vest pro-rata based on actual performance and be paid in full after the end of the cumulative performance period as though no Qualifying Termination had occurred and all earned and unvested performance-based equity awards will continue to vest and be paid in full after the end of the cumulative performance period as though no Qualifying Termination had occurred. |

  229. 2023 Nonqualified Deferred Compensation Table

    | 12. | All unearned and unvested performance-based equity awards are deemed earned at target upon the Change in Control and vest in full as of the date of the Qualifying Termination during the CIC Termination Period and all earned and unvested performance-based equity awards vest in full as of the date of the Qualifying Termination during a CIC Termination Period under the terms of the Executive Severance Plan. Amount shown does not include the PSU award granted in March 2021 that vested on December 31, 2023. |

  230. 2023 Nonqualified Deferred Compensation Table

    | 13. | Upon a Change in Control, all unearned and unvested performance-based equity awards will be deemed to be earned at target performance level but continue to vest and be paid after the end of the cumulative performance period and all earned and unvested performance-based equity awards will continue to vest and be paid in full after the end of the cumulative performance period. |

  231. 2023 Nonqualified Deferred Compensation Table

    | 14. | Per the terms of the award agreements, all unearned and unvested performance-based equity awards will immediately vest pro-rata based upon target performance upon disability or death and all earned and unvested performance-based equity awards will immediately vest in full upon disability or death. |

  232. 2023 Nonqualified Deferred Compensation Table

    | 15. | Except as disclosed, Mr. Williams receives the same benefits that are generally available to all salaried employees upon disability or death. |

  233. 2023 Nonqualified Deferred Compensation Table

    | 52 | DFIN 2024 Proxy Statement |

  234. 2023 Nonqualified Deferred Compensation Table

    Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the Company is required to provide the ratio of the annual total compensation of Mr. Leib, the Company’s Chief Executive Officer, to the annual total compensation of the employee identified at median of our Company (other than our CEO), or the Pay Ratio Disclosure. For 2023, our last completed fiscal year:

  235. 2023 Nonqualified Deferred Compensation Table

    | • | the annual total compensation of our median employee was $79,878; |

  236. 2023 Nonqualified Deferred Compensation Table

    | • | the annual total compensation of our Chief Executive Officer was $6,755,277; and |

  237. 2023 Nonqualified Deferred Compensation Table

    | • | Based on this information, for 2023, the estimated ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee was 85:1. |

  238. 2023 Nonqualified Deferred Compensation Table

    We used the same median employee in our pay ratio calculation in 2023 as we used in 2022 and 2021. We believe this to be appropriate because there were no material changes in the make-up of our employee population or our compensation arrangements in 2023 that would significantly impact our pay ratio disclosure or the identification of the median employee. The Pay Ratio Disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the Pay Ratio Disclosure may not be comparable to the pay ratio reported by other companies.

  239. 2023 Nonqualified Deferred Compensation Table

    | DFIN 2024 Proxy Statement | 53 |

  240. Pay Versus Performance: Compensation Table

    Pay Versus Performance: Compensation Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance metrics of the Company. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, refer to Compensation Discussion and Analysis section of this proxy statement. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEO, including with respect to, PSUs, RSUs and stock options. Refer to the Executive Compensation Tables section in this proxy statement for more information. The following table sets forth the compensation for our principle executive officer (PEO) and the average compensation for our other NEO, each as reported in the Summary Compensation Table and with certain adjustments to reflect “compensation actually paid” (as defined by SEC rules). The table also provides information with respect to the Company’s cumulative total shareholder return (TSR), peer group cumulative TSR, net income, and the Company’s selected performance measures, non-GAAP adjusted EBITDA.

  241. Pay Versus Performance: Compensation Table

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (3)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($M) | Company - selected Measure: Non-GAAP Adjusted EBITDA ($M) | | | | | | | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | | | | 2023 | $6,755,277 | $16,325,969 | $2,501,332 | $5,102,434 | $595.70 | $154.62 | $82.20 | $207.4 | | 2022 | $7,539,057 | $3,414,864 | $2,316,786 | $1,420,354 | $369.15 | $133.50 | $102.50 | $218.3 | | 2021 | $7,636,211 | $29,596,624 | $2,352,859 | $7,262,828 | $450.24 | $151.11 | $145.90 | $294.8 | | 2020 | $4,696,183 | $8,974,586 | $1,402,265 | $2,242,220 | $162.08 | $111.42 | $(25.90) | $173.4 |

  242. Pay Versus Performance: Compensation Table

    | (1) The PEO Summary Compensation Table to compensation actually paid is reconciled in the following table in accordance with the SEC rules: |

  243. Pay Versus Performance: Compensation Table

    | | 2020 | | 2021 | | 2022 | | 2023 | | | Summary Compensation Table Value | | 4,696,183 | | 7,636,211 | | 7,539,057 | | 6,755,277 | | Subtract Pension Value | ($ | 60,237) | | 0 | | 0 | | 0 | | Subtract grant date fair value of equity awards as reported in the Summary Compensation Table | ($ | 2,167,772) | ($ | 4,952,391) | ($ | 4,103,488) | ($ | 4,711,808) | | Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year | | 0 | | 0 | | 0 | | 0 | | Add fair value of equity compensation granted and vested in current year—value on vesting date | | 0 | | 0 | | 0 | | 0 | | Add fair value of equity compensation granted in current year—value at end of year-end | | 4,290,627 | | 9,526,994 | | 5,448,529 | | 7,497,311 | | Add change as of the vesting date in fair value of awards from prior years that vested in the covered fiscal year | | 467,993 | | 6,049,587 | ($ | 4,223,365) | | 3,729,707 | | Add change in fair value of outstanding unvested awards from prior years that were outstanding as of the end of the covered fiscal year | | 1,747,792 | | 11,336,222 | ($ | 1,245,869) | | 3,055,482 | | Subtract prior year-end fair value of awards forfeited during the covered year | | 0 | | 0 | | 0 | | 0 | | Add dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | | 0 | | 0 | | 0 | | 0 | | Compensation Actually Paid | | 8,974,586 | | 29,596,624 | | 3,414,864 | | 16,325,969 |

  244. Pay Versus Performance: Compensation Table

    | (2) Daniel N. Leib was CEO for each of the years 2020, 2021, 2022 and 2023. |

  245. Pay Versus Performance: Compensation Table

    | 54 | DFIN 2024 Proxy Statement |

  246. Pay Versus Performance: Compensation Table

    | (3) The average non-PEO named executive officers Summary Compensation Table to compensation actually paid is reconciled in the following table in accordance with the SEC rules: |

  247. Pay Versus Performance: Compensation Table

    | | 2020 | | 2021 | | 2022 | | 2023 | | | Summary Compensation Table Value | | 1,402,265 | | 2,352,859 | | 2,316,786 | | 2,501,332 | | Subtract Pension Value | ($ | 58,523) | | 0 | | 0 | | 0 | | Subtract grant date fair value of equity awards as reported in the Summary Compensation Table | ($ | 404,998) | ($ | 1,202,335) | ($ | 1,073,984) | ($ | 1,566,707) | | Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year | | 0 | | 0 | | 0 | | 0 | | Add fair value of equity compensation granted and vested in current year—value on vesting date | | 0 | | 82,495 | | 0 | | 0 | | Add fair value of equity compensation granted in current year—value at end of year-end | | 793,763 | | 2,264,488 | | 1,425,953 | | 2,492,898 | | Add change as of the vesting date in fair value of awards from prior years that vested in the covered fiscal year | | 117,890 | | 1,177,695 | ($ | 954,095) | | 885,913 | | Add change in fair value of outstanding unvested awards from prior years that were outstanding as of the end of the covered fiscal year | | 391,823 | | 2,587,627 | ($ | 294,306) | | 788,999 | | Subtract prior year-end fair value of awards forfeited during the covered year | | 0 | | 0 | | 0 | | 0 | | Add dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | | 0 | | 0 | | 0 | | 0 | | Compensation Actually Paid | | 2,242,220 | | 7,262,828 | | 1,420,354 | | 5,102,434 |

  248. Pay Versus Performance: Compensation Table

    | (4) The following non-PEO named executives officers are included in the calculations above: |

  249. Pay Versus Performance: Compensation Table

    | 2023: David A. Gardella, Craig D. Clay, Eric J. Johnson, Robert K. Williams |

  250. Pay Versus Performance: Compensation Table

    | 2020: Thomas Juhase, David A. Gardella, Jennifer B. Reiners, Kami Turner |

  251. Pay Versus Performance: Compensation Table

    | (5) TSR is cumulative for the measurement periods beginning on December 31, 2019, and ending on December 31 of each of 2020, 2021, and 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K. |

  252. Pay Versus Performance: Compensation Table

    | (6) Represents cumulative TSR for the S&P Composite 1500 Diversified Financial Index (“Peer Group TSR”) |

  253. Pay Versus Performance: Most Important Measures

    Pay Versus Performance: Most Important Measures The following table sets forth an unranked list performance measures that we view as the “most important” financial performance measures that we use for linking compensation actually paid (as defined by SEC rules) to our NEO performance for the most recently completed fiscal year.

  254. Pay Versus Performance: Most Important Measures

    | Most Important Performance Measures | | Non-GAAP Adjusted EBITDA | | Software Solutions Net Sales/Software Solutions Net Sales Growth | | Non-GAAP Adjusted EBITDA Margin |

  255. Pay Versus Performance: Most Important Measures

    | DFIN 2024 Proxy Statement | 55 |

  256. Pay Versus Performance: Relationship Between Pay and Performance

    Pay Versus Performance: Relationship Between Pay and Performance In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the pay versus performance table provided above. The following graphics show PEO and average non-PEO NEO compensation actually paid (as defined by SEC rules) as compared to the Company’s cumulative TSR, peer group cumulative TSR, Net Income, and Non-GAAP Adjusted EBITDA, in each case for periods beginning on January 1, 2020, and ending on December 31 of each of 2020, 2021, 2022 and 2023, respectively.

  257. Pay Versus Performance: Relationship Between Pay and Performance

    | 56 | DFIN 2024 Proxy Statement |

  258. Pay Versus Performance: Relationship Between Pay and Performance

    | DFIN 2024 Proxy Statement | 57 |

  259. Pay Versus Performance: Relationship Between Pay and Performance

    Director Compensation The Company’s Non-Employee Director Compensation Plan provides that annual compensation for non-employee directors consists of a cash retainer and an equity retainer. The Compensation Committee periodically reviews directors’ compensation and recommends changes as appropriate. Annual director compensation is paid as of the date of the annual meeting of stockholders, however, if any director joins the Board on a date other than the date of the annual meeting of stockholders, a pro-rata portion of each of the applicable cash retainer and equity retainer from the date joined to the next annual meeting date will be granted. Cash Retainer The base cash retainer paid in 2023 was equal to $80,000, and a director may also receive, as applicable, the following additional cash retainer amounts:

  260. Pay Versus Performance: Relationship Between Pay and Performance

    | Chair of the Board | $50,000 | | Chair of the Audit Committee | $25,000 | | Chair of the Compensation Committee | $25,000 | | Chair of the Corporate Responsibility & Governance Committee | $20,000 |

  261. Pay Versus Performance: Relationship Between Pay and Performance

    In addition, any director serving on more than one committee shall also be entitled to an additional Cash Retainer of $5,000 for each additional committee service. Equity Retainer In 2023, the equity retainer was paid in the form of a grant of RSUs with a fair market value of $175,000. The Chairman of the Board will receive an additional equity retainer with a fair market value of $50,000. Fair market value is defined as the volume weighted average price of Company common stock for the 20 trading day period ending on the day prior to the Grant Date, as reported by the New York Stock Exchange. Each RSU will vest and be payable in full in the form of common stock on the first anniversary of the grant date, provided that the RSUs will vest and be payable in full on the earlier of the date a director ceases to be a director and a Change in Control (as defined in the applicable performance incentive plan) if prior to the first anniversary of the grant date. Directors may elect to defer payment of the RSU award until the date the Director ceases to be a Director of the Company. Dividend equivalents on the RSUs will be deferred and credited with interest quarterly (at the same rate as five-year U.S. government bonds) and paid out in cash at the same time the corresponding portion of the RSU award becomes payable. Non-Employee Director Compensation Directors who are our employees receive no additional fee for their service as a director. Non-employee directors receive compensation as described above.

  262. Pay Versus Performance: Relationship Between Pay and Performance

    | 58 | DFIN 2024 Proxy Statement |

  263. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION 2023 Non-Employee Director Compensation Table

  264. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Luis A. Aguilar | 100,000 | 186,665 | 0 | 286,665 | | Richard L. Crandall | 130,000 | 240,038 | 10,319(3) | 380,357 | | Charles D. Drucker | 80,000 | 186,665 | 0 | 266,665 | | Juliet S. Ellis | 85,000 | 186,665 | 0 | 271,665 | | Gary G. Greenfield | 110,000 | 186,665 | 0 | 296,665 | | Jeffrey Jacobowitz | 80,000 | 186,665 | 0 | 266,665 | | Lois M. Martin | 105,000 | 186,665 | 0 | 291,665 | | Chandar Pattabhiram | 80,000 | 186,665 | 0 | 266,665 |

  265. DIRECTOR COMPENSATION

    | 1. | The amounts shown in this column constitute the base cash retainer plus any additional cash retainer for serving as chairperson of the board or committees as set forth above under Cash Retainer. |

  266. DIRECTOR COMPENSATION

    | 2. | The amounts shown in this column constitute the restricted stock units granted under the Company’s Amended and Restated 2016 PIP as payment of the non-employee director equity retainer calculated as set forth above under Equity Retainer. Grant date fair value with respect to the RSUs is determined in accordance with ASC Topic 718. See Note 12 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to ASC Topic 718. As of December 31, 2023, each director had outstanding RSUs in the aggregate amount of 10,214, except for Mr. Crandall who had an aggregate amount of RSUs of 44,060, which includes previously deferred RSUs payable upon leaving the Board and Mr. Pattabhiram who had an aggregate amount of 4,036 outstanding RSUs. Pursuant to the Director Compensation Plan, each non-employee Director may elect to defer distribution of the restricted stock units until the Director leaves the Board of Directors. Messrs. Aguilar, Drucker, Greenfield and Jacobowitz and Ms. Ellis all elected to defer 100% of the 2023 restricted stock unit award. |

  267. DIRECTOR COMPENSATION

    | 3. | Includes interest accrued on dividend equivalents on RSUs credited to Mr. Crandall’s account. |