DFS Proxy Statement

Executive Compensation Mr. Gardella, the Company’s chief financial officer, would be entitled to the following: Termination Without Cause ($) Resignation or Termination With Cause ($) Termination Without Cause after Change in Control ($) Change in Control ($) Disability ($) Death ($) Cash: Base Salary 390,000 (1) 0 390,000 (1) 0 — (2) — Bonus 253,500 (1) 0 253,500 (1) 0 — (3) — (3) Deferred Cash 375,000 (4) 0 375,000 (4) 375,000 (5) 363,000 (6) 363,000 (6) Equity: Restricted Stock (7) 0 0 538,054 (8) 538,054 (8) 538,054 (9) 538,054 (9) Restricted Stock Units (7) 0 0 482,327 (8) 482,327 (8) 482,327 (9) 482,327 (9) Benefits and Perquisites: (10) Post-Termination Health Care 5,628 0 5,628 0 — — Total: 1,024,128 0 2,044,509 1,395,381 1,383,381 1,383,381 1 Mr. Gardella is entitled to 1x base salary and 1x target annual bonus as if all targets and objectives had been met, paid over the applicable severance period. 2 Mr. Gardella is entitled to the same 60% of base salary until age 65 with a maximum $10,000 per month that is generally available to all salaried employees upon disability. 3 Pursuant to the terms of the RRD AIP and the Company’s Stub Period Incentive Plan, Mr. Gardella is entitled to his pro-rated annual bonus for the year in which the disability or death occurs, payable at the same time as and to the extent that all other annual bonuses are paid which are the same terms generally available to all salaried employees who participate in the plan. 4 The unvested value of a cash retention award, or the 2013 Cash Retention Award, awarded in March 2013 and vesting on the fourth anniversary of the grant date, the unvested portion of a cash incentive award, or the 2014 Cash Retention Award, awarded in March 2014 and vesting in three equal installments on January 1, 2015, 2016 and 2017, would each vest and become payable in full upon termination without cause pursuant to the terms of an amendment to the awards. The Company assumed Mr. Gardella’s 2013 Cash Retention Award and 2014 Cash Retention Award pursuant to the Separation and Distribution Agreement. 5 The 2013 Cash Retention Award and the 2014 Cash Retention Award will vest immediately upon a Change in Control (as defined in the 2016 PIP) under the terms of the plan. The Company assumed Mr. Gardella’s 2013 Cash Retention Award and 2014 Cash Retention Award pursuant to the Separation and Distribution Agreement. 6 A pro-rata portion of the unvested value of the 2013 Cash Retention Award and the full value of the 2014 Cash Retention Award would each vest and become payable upon death or disability pursuant to the terms of the applicable award agreements. 7 Assumes price per share of $22.98 on December 30, 2016 (the last trading day of the fiscal year). 8 All unvested Donnelley Financial equity awards held by Mr. Gardella will vest immediately upon a Change in Control (as defined in the 2016 PIP) under the terms of the 2016 PIP. 9 All unvested equity awards held by Mr. Gardella will immediately vest upon disability or death pursuant to the terms of the applicable award agreements. Mr. Gardella would also receive $69,311 and $47,280, respectively, in connection with the accelerated vesting of RRD and LSC restricted stock units received in connection with the Spin, assuming a price per share on December 31, 2016 of $16.32 for RRD shares and $29.68 for LSC shares. 10 Except as disclosed, Mr. Gardella receives the same benefits that are generally available to all salaried employees upon disability or death. 46