Craig D. Clay
Donnelley Financial SolutionsAbout Craig D. Clay
Craig D. Clay is President, Global Capital Markets at Donnelley Financial Solutions (DFIN), one of the company’s named executive officers (NEOs) as of December 31, 2024 . His compensation is tied to company performance through an annual cash plan focused on Non-GAAP Adjusted EBITDA and Software Solutions Net Sales Growth, plus strategic initiatives, and a long-term PSU program measured on recurring/reoccurring revenue, free cash flow conversion, and a relative TSR modifier against the S&P 600 Small Cap index . In 2024, DFIN achieved Adjusted EBITDA of $217.3 million (101.8% of target) and 14.2% Software Solutions Net Sales Growth (141.6% of target), resulting in a 136.8% AIP weighted payout for NEOs; Clay’s AIP payout was $663,480 . Clay beneficially owned 105,472 shares as of March 17, 2025 (<1% of outstanding), and executives are subject to stock ownership guidelines and a clawback policy, with prohibitions on hedging and pledging .
Past Roles
No prior roles beyond current DFIN position are disclosed in the latest proxy; Clay is listed as “President, Global Capital Markets” in the NEO table .
External Roles
No external directorships or other roles are disclosed for Clay in the latest proxy .
Fixed Compensation
Multi-year compensation for Craig D. Clay:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 450,000 | 470,000 | 485,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 1,371,968 | 1,979,003 | 2,659,179 |
| Option Awards ($) | 0 | 0 | 0 |
| Non-Equity Incentive Plan Compensation ($) | 713,613 | 530,630 | 663,480 |
| Change in Pension/Deferred Comp ($) | 0 | 0 | 0 |
| All Other Compensation ($) | 9,150 | 9,900 | 13,699 |
| Total ($) | 2,544,731 | 2,989,533 | 3,821,358 |
Key fixed-pay notes:
- 2024 base salary increased to $485,000 (from $470,000, +3%) .
- Perquisites include executive physicals; company does not provide tax gross-ups on perquisites .
Performance Compensation
2024 Annual Incentive Plan (AIP) outcomes and structure:
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout (%) |
|---|---|---|---|---|---|---|
| Non-GAAP Adjusted EBITDA | 50% | $170.8mm | $213.5mm | $256.2mm | $217.3mm | 111.1% |
| Software Solutions Net Sales Growth | 30% | 5.0% | 10.0% | 15.0% | 14.2% | 204.1% |
| Corporate Strategic Initiatives | 20% | 0–100% | 0–100% | 0–100% | Achieved all 5 | 100.0% |
| Total Weighted Payout | — | — | — | — | — | 136.8% |
| Individual Performance Factor | — | — | — | — | — | 100.0% |
- Clay’s AIP payout: $663,480 for 2024 .
- AIP goals capped at 200% overall with financial goals up to 225%; individual factor +/-25% (Committee did not adjust in 2024) .
2024 Long-Term Incentive (LTI) design:
- Mix: PSUs 67%, RSUs 33% .
- PSU metrics: Recurring/Reoccurring Revenue (50%) measured annually and cumulatively; Free Cash Flow Conversion (50%) cumulative; final payout ±25% via 3-year Relative TSR vs S&P 600 Small Cap .
- 2024 PSU interim certification: Recurring/Reoccurring Revenue of $595.4mm led to 66.4% of 2024 PSUs earned for the 2024 period (subject to time-based vesting and TSR modifier at end of 2026) .
2024 equity grants (3/4/2024):
| Grant Date | PSU Threshold (#) | PSU Target (#) | PSU Maximum (#) | PSU Grant-Date Fair Value ($) | RSU Shares (#) | RSU Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 3/4/2024 | 12,648 | 25,295 | 63,238 | 1,842,741 | 12,459 | 816,438 |
PSU payout from 2022 grant (issued after 2024 performance):
| PSU Target (#) | Payout (%) | Actual Shares |
|---|---|---|
| 29,600 | 124.9% | 36,977 |
Equity Ownership & Alignment
Beneficial ownership and outstanding awards:
| Metric | Value |
|---|---|
| Shares beneficially owned (as of 3/17/2025) | 105,472 (<1% of 28,530,105 outstanding) |
| Stock ownership guidelines (executive team) | 2x base salary; all executive officers met/exceeded as of 3/15/2025 |
| Hedging/pledging | Prohibited by insider trading policy |
Outstanding equity at FY-end 12/31/2024:
| Instrument | Detail | Amount |
|---|---|---|
| Options | Exercisable (#) | 3,225 |
| Options | Unexercisable (#) | 0 |
| Options | Exercise price | $14.15 |
| Options | Expiration date | 3/2/2029 |
| RSUs | Unvested (#) | 47,998 |
| RSUs | Market value ($) | 3,010,915 |
| PSUs | Unearned & unvested (#) | 38,609 |
| PSUs | Market/payout value ($) | 2,421,943 |
RSU vesting schedule (ratable):
| 3/3/2025 | 3/4/2025 | 3/3/2026 | 3/4/2026 | 3/4/2027 |
|---|---|---|---|---|
| 10,069 | 4,153 | 5,202 | 4,153 | 4,153 |
Vested in 2024:
| Metric | 2024 |
|---|---|
| Shares vested (#) | 51,879 |
| Value realized on vesting ($, at vest dates) | 3,281,938 |
| Actual delivered value ($, 3/3/2025 delivery at $47.54) | 1,757,887 |
Alignment safeguards:
- Double-trigger change-in-control vesting; no automatic single trigger under the PIP; prohibition on repricing underwater options without shareholder approval; no change-in-control/280G tax gross-ups; clawback policy for incentive-based pay .
Employment Terms
Potential payments upon termination or change in control (assumes $62.73 share price at 12/31/2024):
| Scenario | Cash Severance ($) | Pro Rata Bonus ($) | RSUs ($) | PSUs ($) | Health Care ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination Without Cause | 970,000 | 485,000 | 740,277 | 1,973,862 | 29,132 | 4,198,271 |
| Resignation for Good Reason or Termination Without Cause After CIC | 1,455,000 | 485,000 | 1,739,503 | 3,693,354 | 43,698 | 7,416,556 |
| Change in Control (no termination) | — | 0 | — (remain outstanding) | — (deemed earned at target; vest post-period) | 0 | 0 |
| Disability | — (company-wide plan) | — (AIP terms) | 1,739,503 | 1,973,862 | — | 3,713,365 |
| Death | — | — (AIP terms) | 1,739,503 | 1,973,862 | — | 3,713,365 |
Key terms and policies:
- Executive Severance Plan: 1x salary and 1x target bonus for Qualifying Termination; increases to 1.5x for Qualifying Termination during CIC Termination Period; pro-rata bonus paid based on actual achievement .
- Change-in-control award treatment: PSUs deemed earned at target upon CIC but continue to vest/pay after cumulative performance period; double-trigger for equity acceleration; time-based RSUs vest immediately upon Qualifying Termination during CIC Termination Period .
- Clawback policy in accordance with NYSE 303A.14 for incentive-based compensation; insider trading policy restricts trading windows and prohibits hedging/pledging .
Compensation Structure Analysis
- Cash vs equity mix emphasizes at-risk pay: AIP focused on Adjusted EBITDA and software sales growth with strategic initiatives; LTI weighted to PSUs (67%) tied to multi-year financial goals and Relative TSR; RSUs (33%) vest over three years .
- Financial goal maximums raised to 225% to strengthen emphasis on corporate performance (overall cap remains 200%) .
- Governance safeguards: double-trigger CIC vesting, clawback, no repricing of options without shareholder approval, prohibition on hedging/pledging, and no tax gross-ups; robust stock ownership guidelines (2x base salary for executive team) with compliance reported .
- Say-on-pay support: approximately 99.1% approval in 2024; no program changes made in response, indicating strong shareholder alignment .
Compensation Peer Group (Benchmarking)
DFIN peer group for 2024 compensation decisions included: ACI Worldwide, BlackLine, Broadridge, CSG Systems, DocuSign, Envestnet, FactSet, Huron, Jack Henry, Morningstar, Perficient, Q2 Holdings, Resources Connection, Verint Systems, and Workiva; Envestnet and Perficient to be removed after going private .
Equity Ownership & Alignment – Additional Details
- Ownership as percent of outstanding: Clay <1% of 28,530,105 shares (as of 3/17/2025) .
- Vested vs unvested breakdown: RSUs unvested 47,998; PSUs unearned/unvested 38,609; earned/unvested portions of prior PSUs also indicated within unvested stock awards .
- Next 24-month vest cadence likely to deliver 14,222 shares in 2025 (10,069 + 4,153) and 9,355 shares in 2026 (5,202 + 4,153), then 4,153 in 2027, subject to service and performance conditions; trading limited to window periods per policy .
Performance & Track Record
- 2024 stock/equity vesting: Clay realized $3,281,938 on vesting; PSUs delivered March 3, 2025 at $47.54 implied $1,757,887 for PSUs delivered to Clay, reflecting price movement between vest and delivery .
- 2022 PSU grant paid at 124.9% with 36,977 shares to Clay, reflecting multi-year goals for software sales and Adjusted EBITDA margin .
Board Governance and Compensation Committee
- Compensation Committee composition: Gary G. Greenfield (Chair), Juliet S. Ellis, Ayman Sayed; all independent; met four times in 2024 .
- Independent consultant: Meridian Compensation Partners engaged to advise on executive pay; Committee assesses consultant independence per NYSE rules; compensation program risk assessment concluded not likely to have a material adverse effect .
Related Party Transactions and Risk Indicators
- Policy prohibits related-party transactions without approval; none required approval in 2024; directors comply with ownership requirements .
- Prohibitions and safeguards: no tax gross-ups; no hedging/short sales; no pledging; no option repricing without shareholder approval .
Employment Terms – Additional Provisions
- Insider Trading and Window Period Policy: trades require approval and are limited to defined window periods; 10b5-1 plans should transact only during windows; window may be closed by Chief Legal and Compliance Officer .
Investment Implications
- Alignment: High variable pay with explicit financial metrics and Relative TSR modifier, robust ownership guidelines, and prohibitions on hedging/pledging signal strong shareholder alignment .
- Retention risk: Material unvested RSUs (47,998) and unearned PSUs (38,609) alongside double-trigger CIC protections and severance multiples (up to 1.5x salary+bonus post-CIC) reduce near-term retention risk .
- Near-term selling pressure: RSU vesting cadence of 14,222 shares in 2025 and 9,355 in 2026 may create episodic supply, moderated by window-period controls; PSUs subject to multi-year performance and TSR modifier defer delivery until 2026 cycle completion .
- Governance and shareholder support: ~99.1% Say-on-Pay approval underscores investor endorsement of pay-for-performance design; independent committee and consultant further mitigate governance risk .