DFS Proxy Statement

Pre-Spin Risk Assessment 29 Pre-Spin Role of RRD Management 29 Donnelley Financial Post-Spin Compensation Program 30 Donnelley Financial Post-Spin Compensation Decisions 30 Base Salary and Target Bonus 30 Stub Period Incentive Plan 31 Long-Term Incentive Program 31 Donnelley Financial Post-Spin Benefit Programs 31 Post-Spin Tax Deductibility Policy 32 Post-Spin Operation of the Donnelley Financial Compensation Committee 32 Post-Spin Role of the Donnelley Financial Compensation Consultant 32 Post-Spin Role of Donnelley Financial Management 33 Donnelley Financial Stock Ownership Guidelines 33 Post-Spin Risk Assessment 33 Compensation Committee Report 34 Executive Compensation 35 2016 Summary Compensation Table 35 2016 Grants of Plan-Based Awards 37 Grants of Plan-Based Awards Table 37 Outstanding Equity Awards at 2016 Fiscal Year-End 38 Outstanding Equity Awards at Fiscal Year-End Table 38 Option Exercises and Stock Vested Table 39 Pension Benefits 39 2016 Pension Benefits Table 40 Nonqualified Deferred Compensation 40 2016 Nonqualified Deferred Compensation Table 41 Potential Payments Upon Termination or Change in Control 41 Termination Other Than After a Change in Control 41 Termination After a Change in Control 42 Potential Payment Obligations Under Employment and Severance Agreements upon Termination of Employment of NEO or upon a Change in Control 42 Director Compensation 48 Cash Retainer 49 Equity Retainer 49 Non-Employee Director Compensation 49 2016 Non-Employee Director Compensation Table 49