DFS Proxy Statement

Executive Compensation Outstanding Equity Awards at 2016 Fiscal Year-End The table below shows (i) each grant of stock options of Donnelley Financial that are unexercised and outstanding and (ii) the aggregate number of unvested Donnelley Financial restricted stock units and shares of unvested Donnelley Financial restricted stock outstanding for the NEOs as of December 30, 2016 (the last trading day of the year). See Compensation Discussion and Analysis—Treatment of RRD Equity and Cash Awards in Connection with the Spin for a discussion of the impact of the Spin on the awards discussed in the following table. Outstanding Equity Awards at Fiscal Year-End Table Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) (1) Market Value of Shares or Units of Stock That Have Not Vested ($) (2) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4) Daniel Leib — — — — 110,080 2,529,638 88,355 2,030,398 Thomas Juhase — — — — 25,031 575,212 23,414 538,054 David Gardella — — — — 20,947 481,362 23,414 538,054 Jennifer Reiners — — — — — — 15,463 355,340 Kami Turner — — — — — — 5,523 126,919 1 The following table provides information with respect to the vesting of each NEO’s outstanding unvested Donnelley Financial RSUs over shares of Donnelley Financial common stock that are set forth in the above table. Also includes PSUs granted by RRD for which performance through September 30, 2016 was certified by the RRD HR Committee and converted to Donnelley Financial RSUs subject to time-based vesting in connection with the Spin. Vesting Date Daniel Leib Thomas Juhase David Gardella 3/2/2017 * 4,531 1,818 1,187 12/31/2017 13,623 1,449 1,196 3/2/2018 ** 26,432 8,663 7,036 3/2/2019 65,494 13,101 11,528 * Each NEO also received the following number of RRD and LSC RSUs, respectively, in connection with the equity conversions in the Spin that vested on March 2, 2017: Mr. Leib, 12,083 and 4,531; Mr. Juhase, 4,929 and 1,818 and Mr. Gardella, 3,165 and 1,187. ** Each NEO also received the following number of RRD and LSC RSUs, respectively, in connection with the equity conversions in the Spin that will vest on March 2, 2018: Mr. Leib, 3,333 and 1,250; Mr. Juhase, 1,750 and 626 and Mr. Gardella, 1,082 and 406. 2 Assumes a closing price per share of $22.98 on December 30, 2016, the last trading day of the fiscal year. 3 Represents performance based restricted stock awarded under the 2016 PIP. These Founder’s Awards of restricted stock are subject to a performance target with respect to net sales that must be met in any one of the twelve month periods started on October 1, 2016 and ending on September 30, 2019 before any shares are vested. If the performance target is met, 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. Restricted stock awards accrue dividends which are payable only upon vesting. All shares are forfeited if the performance target is not met. If employment terminates by reason of death or disability, the unvested portion of the shares of restricted stock shall become fully vested. If employment terminates other than for death or disability, the unvested portion of the restricted stock will be forfeited. NEO employment agreements provide for accelerated vesting of equity awards under certain circumstances. See “Compensation Discussion and Analysis” for further information on the Founder’s Awards and “Potential Payments Upon Termination or Change in Control.” 4 Assumes target performance achievement of the Founder’s Awards (100% payout of the restricted stock granted) and a price per share of $22.98 on December 30, 2016, the last trading day of the fiscal year. 38