DFS Proxy Statement

Compensation Discussion and Analysis Compensation Committee Report The Compensation Committee of the Board of Directors of Donnelley Financial Solutions, Inc., on behalf of the Board, establishes and monitors the Company’s overall compensation strategy to ensure that executive compensation supports the business objectives. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement. In reliance on the review and discussions referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be incorporated in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and the Company’s proxy statement to be filed in connection with the Company’s 2017 Annual Meeting of Stockholders. Compensation Committee Gary G. Greenfield, Chairman Nanci E. Caldwell Charles D. Drucker 34