Chandar Pattabhiram

About Chandar Pattabhiram

Chandar Pattabhiram (age 55) is an independent director of Donnelley Financial Solutions (DFIN) since 2022 and serves on the Corporate Responsibility & Governance (CRG) Committee; he brings >20 years of enterprise SaaS go‑to‑market leadership and is currently Chief Go‑to‑Market Officer at Workato (since May 2024) with prior CMO roles at Coupa and Marketo, plus senior roles at Badgeville, Cast Iron Systems (acquired by IBM), and Jamcracker, and earlier consulting at Accenture; he holds a mechanical engineering degree from PSG College of Technology and a master’s in MIS from the University of Texas . The Board classifies all non‑employee directors as independent under NYSE standards, and all CRG members (including Pattabhiram) are independent . In 2024, the Board met five times, all directors attended at least 75% of applicable Board/committee meetings, and all directors attended the 2024 Annual Meeting of Stockholders .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Corporate Responsibility & Governance (CRG). Not a committee chair; Board Chair is Richard L. Crandall; Audit Chair Lois M. Martin; Compensation Chair Gary G. Greenfield .
• Independence: Board deems all non‑employee directors independent; CRG members (Aguilar, Crandall, Ellis, Pattabhiram) are independent under NYSE rules .
• Attendance: Board met five times in 2024; each director attended at least 75% of their Board/committee meetings; all directors attended the 2024 Annual Meeting .
• Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting; committee executive sessions led by the committee chair .
• Risk oversight: Board and committees oversee cyber, AI, governance, HCM, and compensation risk frameworks; CRG oversees related‑person transaction policy and board/committee evaluations .
• Say‑on‑Pay signal: 2024 Say‑on‑Pay received ~99.1% approval, indicating broad investor support for compensation governance .

Skills matrix signals: Pattabhiram is recognized by the Board for Software Industry Knowledge, Transformation Experience, Strategy & Management, and Technology Expertise .

Fixed Compensation (Non‑Employee Director)

Additional structure notes:

• Equity retainer vests on first anniversary; RSUs vest earlier on director departure or upon a change in control if prior to first anniversary; dividend equivalents accrue and pay in cash at payout; directors may elect to defer RSUs until departure .
• Non‑employee director annual total cash+equity is capped at $500,000 under the equity plan .

Performance Compensation

• Non‑employee directors do not receive performance‑conditioned equity; annual awards are time‑vested RSUs (no options; no PSUs/TSR metrics for directors) .

Other Directorships & Interlocks

Expertise & Qualifications

• Board‑identified strengths: Software industry knowledge; transformation; strategy/management; technology expertise .
• Industry/go‑to‑market depth: Senior GTM/CMO roles across high‑growth SaaS, including Coupa and Marketo; exposure to M&A exits (Marketo to Adobe; Cast Iron Systems to IBM) .
• Education: Mechanical Engineering (PSG College of Technology); Master’s in MIS (University of Texas) .

Equity Ownership

Compensation Structure Analysis (Governance Signals)

• Strong equity tilt for directors via annual RSUs ($175k fair value), aligning director wealth with shareholder outcomes; aggregate annual director pay cap at $500k constrains outlier awards .
• Director RSUs accelerate on change in control if before first anniversary (single‑trigger for director awards), which differs from “double‑trigger” treatment emphasized for employees in the plan summary; investors may monitor to ensure alignment with best practices .
• Robust governance controls include clawback policy (company‑wide for incentive‑based comp), independent advisor for compensation, prohibition on hedging/pledging, and annual board/committee evaluations .

Potential Conflicts & Related‑Party Exposure

• Related‑person transaction policy requires CRG or disinterested Board approval for transactions >$120,000 with related persons; annual questionnaires are used to identify such transactions .
• In 2024, the company noted ordinary‑course transactions with entities affiliated with directors/executives but reported no related‑party transactions requiring CRG approval; no specific transactions involving Pattabhiram were disclosed .
• Independence affirmed by Board; CRG membership deemed independent; no Compensation Committee interlocks reported .

Governance Assessment

• Board effectiveness: Pattabhiram adds materially relevant SaaS GTM, strategy, and technology expertise aligned with DFIN’s software‑first transformation, supporting strategy oversight and CRG governance responsibilities .
• Independence/attendance: Independent status with at least 75% attendance benchmark met at the Board level in 2024; CRG met four times in 2024; overall Board met five times; all directors attended 2024 Annual Meeting—positive engagement signals .
• Alignment: Equity‑heavy director pay, stock ownership guidelines (compliance confirmed), and prohibitions on hedging/pledging support alignment; 2024 Say‑on‑Pay support (~99.1%) suggests investor confidence in compensation governance overseen by the Board .
• Red flags: None disclosed specific to Pattabhiram; note the single‑trigger vesting of director RSUs upon change in control prior to the first anniversary as a point for investor monitoring relative to evolving best practices .

Overall, Pattabhiram appears to be a well‑credentialed, independent director with domain expertise that aligns to DFIN’s software transition and CRG governance scope, with no disclosed related‑party conflicts and compensation/ownership structures designed to align with shareholders .