DFS Proxy Statement

Executive Compensation Cash Retainer The base cash retainer is equal to $80,000 and a director may also receive, as applicable, the following additional cash retainer amounts: Chairman of the Board $50,000 Chairman of the Audit Committee $20,000 Chairman of the Compensation Committee $20,000 Chairman of the Corporate Responsibility & Governance Committee $15,000 Equity Retainer The equity retainer is paid in the form of a grant of RSUs with a fair market value of $110,000. The Chairman of the Board will receive an additional equity retainer with a fair market value of $50,000. Fair market value is defined as the closing price of the Company’s common stock on the date of grant. Each RSU will vest and be payable in full in the form of common stock on the first anniversary of the grant date, provided that the RSUs will vest and be payable in full on the earlier of the date a director ceases to be a director and a change in control (as defined in the applicable performance incentive plan) if prior to the first anniversary of the grant date. Dividend equivalents on the RSUs will be deferred and credited with interest quarterly (at the same rate as five-year U.S. government bonds) and paid out in cash at the same time the corresponding portion of the RSU award becomes payable. Non-Employee Director Compensation Directors who are our employees receive no additional fee for service as a director. Non-employee directors receive compensation as described above. Amounts shown in this table were for service on the Donnelley Financial Board of Directors since October 1, 2016. 2016 Non-Employee Director Compensation Table Name Fees Earned or Paid in Cash ($) (1) Stock Awards ($) (2) All Other Compensation ($) Total ($) Luis Aguilar 50,160 75,413 0 125,573 Nanci Caldwell 50,160 75,413 0 125,573 Richard Crandall 31,350 34,279 1,862 (3) 65,629 Charles Drucker 50,160 75,413 0 125,573 Gary Greenfield 62,700 75,413 0 138,113 Lois Martin 62,700 75,413 0 138,113 Oliver Sockwell 9,405 0 13,335 (3)(4) 22,740 1 The amounts shown in this column constitute the pro-rata portion of the base cash retainer plus any additional cash retainer for serving as chairperson of the board or committees from October 1, 2016 to our next annual meeting date as set forth above under “Cash Retainer.” As described above, because Mr. Crandall and Mr. Sockwell were directors of RRD prior to the Spin, they were not entitled to the pro-rata portion of the base cash retainer, but were entitled to the pro-rata portion of the additional cash retainer for serving as Chairman of the Board and Chairman of the Corporate Responsibility & Governance Committee, respectively. In connection with their service as directors of RRD prior to the Spin, Mr. Crandall and Mr. Sockwell were each paid $55,000 by RRD in 2016. 2 The amounts shown in this column constitute the pro-rata portion of restricted stock units granted under the Company’s 2016 PIP as payment of non-employee director equity retainer from October 1, 2016 to our next annual meeting date calculated as set forth above under “Equity Retainer.” As described above, because Mr. Crandall and Mr. Sockwell were directors of RRD prior to the Spin, they were not entitled to the pro-rata portion of the base cash retainer, but Mr. Crandall was entitled to the pro-rata portion of the additional cash retainer for serving as Chairman of the Board. In connection with their service as directors of RRD prior to the Spin, Mr. Crandall and Mr. Sockwell were each granted 14,858 RRD RSUs on May 19, 2016 with a grant date fair value of $230,000. Grant date fair value with respect to the RSUs 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 2017 Proxy Statement 49