DFS Proxy Statement

Executive Compensation 2016 Grants of Plan-Based Awards The following table shows additional information regarding: (i) the threshold, target and maximum level of annual cash incentive awards for our NEOs for performance during 2016, as established by the RRD HR Committee in February 2016 under the RRD AIP; (ii) the threshold, target and maximum level of Stub Period cash incentive awards for our NEOs for performance during the Stub Period of 2016, as established by our Compensation Committee in October 2016 under the Stub Period Incentive Plan; (iii) RSUs granted in February 2016 by RRD under the 2012 RRD PIP and (iv) restricted stock awards granted in October 2016 by the Company under the 2016 PIP, or the Founder’s Awards, in each case to help retain the NEOs and focus their attention on building shareholder value. Grants of Plan-Based Awards Table Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) 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 ($) Target (#) Daniel Leib — 78,750 (5) 787,500 (5) 1,181,250 (5) — — — — 140,000 (6) 175,000 (6) — — — — 2/29/2016 — — — — 65,494 1,421,694 10/1/2016 — — — 88,355 — 2,186,786 Thomas Juhase — 33,075 (5) 330,750 (5) 496,125 (5) — — — — 88,200 (6) 110,250 (6) — — — — 2/29/2016 — — — — 13,101 278,703 10/1/2016 — — — 23,414 — 579,497 David Gardella — 14,625 (5) 146,250 (5) 219,375 (5) — — — — 50,700 (6) 63,375 (6) — — — — 2/29/2016 — — — — 11,528 235,243 10/1/2016 — — — 23,414 — 579,497 Jennifer Reiners — 12,188 (5) 121,875 (5) 182,813 (5) — — — — 32,500 (6) 40,625 (6) — — — — 2/29/2016 — — — — — — 10/1/2016 — — — 15,463 — 382,709 Kami Turner — 6,825 (5) 68,250 (5) 102,375 (5) — — — — 20,800 (6) 26,000 (6) — — — — 2/29/2016 — — — — — — 10/1/2016 — — — 5,523 — 136,694 1 In each case, the amount actually earned by each NEO is reported as Non-Equity Incentive Plan Compensation in the “2016 Summary Compensation Table.” See “Compensation Discussion and Analysis” for further information on these payments. 2 Consists of shares of restricted stock, the Founder’s Awards, awarded under the 2016 PIP. The restricted stock is subject to a performance target with respect to net sales that must be met in any one of the twelve month periods beginning on October 1, 2016 and ending on September 30, 2019 before any shares are vested. If the performance target is met, time-based vesting will occur over the three year period beginning on the date of grant, with 0% vesting at the end of year one, 50% at the end of year two and 50% at the end of year three; however, if the performance target is not met until year three, 100% will vest at the end of year three, subject, in each case, to satisfying the time-based vesting requirements. See “Compensation Discussion and Analysis” for further information on the Founder’s Awards and “Potential Payments Upon Termination or Change in Control.” 3 Consists of RSUs originally awarded under the RRD 2012 PIP which were converted into Company RSUs in connection with the Spin. Each RSU is equivalent to one share of Company common stock. The awards vest in full on the third anniversary of the grant date. See “Potential Payments Upon Termination or Change in Control.” The original, pre-Spin number of RSUs granted by RRD (each equivalent to one share of RRD common stock) and awarded to each NEO prior to conversion to Company RSUs in connection with the Spin was as follows: Mr. Leib, 110,380; Mr. Juhase, 22,080 and Mr. Gardella, 19,430. 4 Grant date fair value with respect to the RSUs and restricted stock is determined in accordance with ASC Topic 718. See Note 17 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2016 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to ASC Topic 718. See “Outstanding Equity Awards at Fiscal Year-End.” 5 Consists of potential payouts under the RRD AIP pro rated for the pre-Spin period beginning on January 1, 2016 and ending on September 30, 2016, calculated based on the NEO’s salary as of December 31, 2016 and AIP target as of the date of the Spin. The amount actually earned by each NEO is reported as Non-Equity Incentive Plan Compensation under the “2016 Summary Compensation Table.” 6 Consists of potential payouts under the Stub Period Incentive Plan for performance during the post-Spin “stub” period beginning on October 1, 2016 and ending on December 31, 2016, calculated based on the NEO’s salary and bonus target as of December 31, 2016. The amount actually earned by each NEO is reported as Non-Equity Incentive Plan Compensation under the “2016 Summary Compensation Table.” 2017 Proxy Statement 37