DFS Proxy Statement

Compensation Discussion & Analysis In this Compensation Discussion and Analysis, or CD&A, we will describe the material components of our executive compensation programs applicable to our named executive officers, or our NEOs. While the discussion in the CD&A is focused on our NEOs, many of our executive compensation programs apply broadly across our executive ranks. Background On October 1, 2016, or the Spin Date, R. R. Donnelley and Sons Company, or RRD, completed the previously announced spin, or the Spin, of its publishing and retail-centric print services and office products business, LSC Communications, Inc., and its financial communications services business, Donnelley Financial Solutions, Inc. Prior to the Spin, RRD’s senior management and the Human Resources Committee of the RRD Board of Directors, the RRD HR Committee, determined RRD’s compensation strategy. Since the information presented in the compensation tables of this prospectus relates to the 2016 fiscal year, which ended on December 31, 2016, this CD&A focuses in the early sections on RRD’s compensation programs and decisions prior to the Spin (when Donnelley Financial was part of RRD) and then in the later sections, on Donnelley Financial’s compensation program and decisions following the Spin. The pre-Spin compensation information may not in all cases be directly relevant to the compensation that these executive officers will receive post-Spin. Following the Spin, the Donnelley Financial Compensation Committee of the Donnelley Financial Board of Directors or the Compensation Committee, determined the executive compensation strategy. This CD&A presents historical information regarding compensation received from RRD pre-Spin and from us post-Spin in 2016 for the following individuals, our NEOs: • Daniel N. Leib, our Chief Executive Officer, or CEO; • David A. Gardella, our Chief Financial Officer; • Thomas F. Juhase, our Chief Operating Officer; • Jennifer B. Reiners, our General Counsel; and • Kami S. Turner, our Controller and Chief Accounting Officer. Mr. Leib was, prior to the Spin, a named executive officer of RRD, or the Pre-Spin NEO. Messrs. Gardella and Juhase and Mesdames Reiners and Turner were not Pre-Spin NEOs, and the following discussion of the Pre-Spin compensation program is therefore not applicable to their compensation in all cases (as described under “ RRD Compensation Program Pre-Spin — Pre-Spin Compensation for Messrs. Gardella and Juhase and Mesdames Reiners and Turner ”). Donnelley Financial Compensation Program Post-Spin Following the Spin, the Compensation Committee reviewed the impact of the Spin and determined future aspects of Donnelley Financial’s compensation program and made appropriate adjustments, as further described under “ Donnelley Financial Post-Spin Compensation Program .” RRD Compensation Program Pre-Spin The following discussion describes the practices and policies implemented by the RRD HR Committee prior to the Spin Date with respect to the Pre-Spin NEO (Mr. Leib). 2017 Proxy Statement 21