Daniel N. Leib
Donnelley Financial SolutionsAbout Daniel N. Leib
Daniel N. Leib, 58, has served as President and Chief Executive Officer of DFIN and as a director since the 2016 spin-off. He holds an MBA from New York University and a B.S. in Finance from the University of Illinois at Urbana–Champaign . Under his tenure, 2024 software solutions net sales grew 12.6% to $329.7M (≈42% of net sales), while GAAP net earnings were $92.4M and Non‑GAAP Adjusted EBITDA was $217.3M; cumulative TSR since 2019 year-end reached $599 vs $198 for the peer index . DFIN repurchased ~0.9M shares in 2024 (avg $61.97) and 8.3M shares cumulatively from 2020–2024 for $276.4M (avg $33.42) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RR Donnelley & Sons (RRD) | EVP & CFO | 2011–2016 | Corporate finance leadership prior to DFIN spin; M&A, treasury, IR experience . |
| Interpublic Group; Dun & Bradstreet; Sears; Andersen Consulting | Various finance/operating roles | — | Built multi-industry finance and operations toolkit leveraged in DFIN transformation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| William Blair Mutual Funds | Director | — | Current public company directorship per DFIN proxy . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual AIP Bonus ($) |
|---|---|---|---|
| 2022 | 780,000 | — | 2,605,601 |
| 2023 | 815,000 | 130% | 1,196,176 |
| 2024 | 850,000 | 130% | 1,511,640 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 design and outcome
| Metric | Weight | Threshold | Target | Maximum | Actual Result | Payout % |
|---|---|---|---|---|---|---|
| Consolidated Non‑GAAP Adjusted EBITDA ($M) | 50% | 170.8 | 213.5 | 256.2 | 217.3 | 111.1% |
| Software Solutions Net Sales Growth | 30% | 5.0% | 10.0% | 15.0% | 14.2% | 204.1% |
| Strategic Corporate Initiatives (5 goals) | 20% | — | — | 100% | Achieved all five | 100.0% |
| Individual Performance Modifier | ±25% | — | — | — | No adjustments | 100.0% |
| Total AIP Payout (as % of Target) | — | — | — | — | — | 136.8% |
Long-Term Incentives (LTI)
- 2024 LTI grant value: $6,000,000 split 67% PSUs / 33% RSUs; PSU target value $4,020,000; RSU value $1,980,000 .
- Granted Mar 4, 2024: PSUs target 63,238; RSUs 31,147; grant-date fair values $4,606,888 and $2,041,063, respectively .
- 2024 PSU performance structure: 50% recurring/reoccurring revenue (three annual periods: 2024, 2025, 2026 at 20% each, plus 2024–2026 cumulative at 40%); 50% free cash flow conversion (cumulative 2024–2026); final payout modified ±25% vs S&P 600 Small Cap 3‑yr TSR quartile .
- 2024 interim PSU certification: 2024 recurring/reoccurring revenue of $595.4M yielded 66.4% of the 2024 PSUs earned for that period (subject to TSR modifier and time-based vesting through 2026) .
- 2022 PSU cycle payout: 124.9% overall; Leib earned 110,683 shares vs 88,600 target .
| LTI Component | Weight | Performance Metric(s) | Period | Payout Mechanics |
|---|---|---|---|---|
| PSUs (2024 grant) | 67% | Recurring/reoccurring revenue; FCF conversion; TSR modifier | 2024–2026 | 0–200% on metrics; +/-25% TSR quartile vs S&P 600; cliff vest after 2026 . |
| RSUs (2024 grant) | 33% | Stock price (time-based) | 3 yrs | 1/3 vest each year on anniversary . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 453,953 shares; 1.6% of outstanding (base: 28,530,105 shares as of Mar 17, 2025) . |
| Unvested RSUs (and earned-but-unvested PSUs) at 12/31/2024 | 118,909 units; market value $7,459,162 (at $62.73) . |
| Unearned PSUs (target) at 12/31/2024 | 94,633 target units; payout value at target $5,936,328 (at $62.73) . |
| Stock options outstanding | 70,800 @ $22.35 exp 3/2/2027; 27,900 @ $17.65 exp 3/2/2028; 47,400 @ $19.415 exp 3/2/2028; 64,300 @ $14.15 exp 3/5/2029 . |
| 2024 option exercise and vesting | 65,000 options exercised ($2,705,284 value); 156,634 shares vested ($9,910,660 FMV at vest) . |
| Ownership guidelines | CEO 5x salary; all executive officers met/exceeded as of Mar 15, 2025 . |
| Hedging/pledging | Prohibited for officers and directors; 10b5‑1 and window policy enforced . |
| Clawback | NYSE 303A.14‑compliant clawback in place covering incentive compensation . |
Scheduled RSU Vesting (supply overhang)
| Vest Date | Shares (RSUs) |
|---|---|
| 3/3/2025 | 26,919 |
| 3/4/2025 | 10,382 |
| 3/3/2026 | 12,385 |
| 3/4/2026 | 10,382 |
| 3/4/2027 | 10,383 |
Employment Terms
| Element | Key Terms |
|---|---|
| Agreement coverage | CEO employment agreement (as amended by side letters) governs; other NEOs under Executive Severance Plan . |
| Definitions | “Cause” and “Good Reason” include material diminution of duties, compensation reduction, or relocation >75 miles; similar to Executive Severance Plan . |
| Non‑compete / Non‑solicit | Post‑termination restrictions apply for 1–2 years depending on circumstance . |
| Severance (No CIC) | 2x base salary + 2x target bonus; pro‑rata annual bonus; 24 months health benefits for CEO . |
| Severance (CIC + Qualifying Termination) | 2x base + 2x target bonus, plus an additional 0.5x of base+target bonus lump sum; pro‑rata bonus; healthcare continuation . |
| Equity (No CIC) | Time-based: pro‑rata vesting; Performance-based: earned portions continue; unearned continue pro‑rata based on actual performance; payout at cycle end . |
| Equity (CIC only) | Time-based vests remain outstanding; performance-based deemed at target but continue time-based vesting per original schedule . |
| Equity (CIC + Qualifying Termination) | All unvested equity vests in full; performance awards at least at target per terms . |
| Death/Disability | Immediate vesting of time-based awards; performance awards vest pro‑rata at target; pro‑rated AIP per plan . |
| Tax gross‑ups | None on termination or change in control . |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Compensation Actually Paid to PEO ($) | 8,974,586 | 29,596,624 | 3,414,864 | 16,325,969 | 9,534,236 |
| TSR (Value of $100) | 162.08 | 450.24 | 369.15 | 595.70 | 599.14 |
| Peer TSR (Value of $100) | 111.42 | 151.11 | 133.50 | 154.62 | 198.41 |
| Net Income ($M) | (25.90) | 145.90 | 102.50 | 82.20 | 92.40 |
| Non‑GAAP Adjusted EBITDA ($M) | 173.4 | 294.8 | 218.3 | 207.4 | 217.3 |
Additional 2024 execution data: software solutions net sales $329.7M (largest business, 42% of net sales), and net sales mix improved amid softer capital markets; DFIN repurchased ~0.9M shares in 2024, with $91.3M remaining authorization at year-end .
Board Governance (director service/committee roles/dual-role implications)
- Service and roles: Director since 2016; no board committees; current CEO and management’s sole director on the board .
- Independence and leadership: Board has independent Chair (Richard L. Crandall); seven of eight nominees are independent; all committees (Audit, Compensation, Corporate Responsibility & Governance) are fully independent .
- Meetings and executive sessions: Board met five times in 2024; all directors attended ≥75% of meetings; independent directors hold executive sessions at each regularly scheduled meeting .
- Dual-role implications: CEO serves as director but not Chair; split leadership mitigates concentration of power and supports independent oversight .
Director compensation note: Employee directors receive no additional director compensation .
Compensation Structure Analysis (signals)
- Cash vs equity mix: CEO’s 2024 stock awards rose to $6.65M from $4.71M in 2023 and $4.10M in 2022, increasing at‑risk equity exposure tied to multiyear goals .
- Shift in performance metrics: PSUs transitioned from software net sales and adj. EBITDA margin (2022–2023 awards) to recurring/reoccurring revenue and FCF conversion (2024), with a relative TSR modifier, emphasizing durability and cash generation .
- Governance features: Double-trigger CIC vesting, no option/SAR repricing, clawback policy, independent compensation consultant, and prohibition on hedging/pledging align with shareholder-friendly practices .
Compensation Peer Group (benchmarking context)
Peer group includes ACI Worldwide, BlackLine, Broadridge, CSG Systems, DocuSign, Envestnet, FactSet, Huron Consulting, Jack Henry, Morningstar, Perficient, Q2 Holdings, Resources Connection, Verint, Workiva; Avalara removed after acquisition; Envestnet and Perficient went private and will be removed .
Say‑on‑Pay & Shareholder Feedback
2024 say‑on‑pay passed with ~99.1% of votes cast in favor; no program changes were made in response .
Related Party Transactions and Compliance
Company policy governs related‑party transactions; in 2024, ordinary‑course transactions occurred but none required approval as related‑party transactions under the policy; Section 16 filings were timely .
Risk Indicators & Red Flags
- Positive: No tax gross‑ups; double‑trigger CIC; clawback; hedging/pledging bans; independent Chair; strong say‑on‑pay support .
- Watch items: Overhang/dilution—March 2025 proposal adds 1.95M shares to plan (increasing potential dilution from ~12.7% to ~17.6% if approved); average burn rate 2.4% (FY22–FY24) .
- Selling pressure: Significant scheduled RSU vesting and 2024 deliveries; 2024 option exercises and PSU/RSU vesting created realized liquidity events .
Investment Implications
- Pay-for-performance alignment is robust: AIP tied to EBITDA and software growth; LTI emphasizes recurring revenue and FCF conversion with a relative TSR governor—payouts have been sensitive to actual performance (e.g., 2022 PSUs at 124.9%; 2024 AIP at 136.8%) .
- Retention risk appears contained near term: Large unvested equity, 3‑year RSU vesting, and pro‑rata PSU treatment outside CIC support continuity; severance is competitive (2x salary+bonus) with 24‑month healthcare but no gross‑ups .
- Governance reduces agency risk: Independent Chair, fully independent committees, clawback, and hedging/pledging prohibitions; say‑on‑pay support at ~99% suggests low compensation‑related activism risk .
- Dilution vs capital returns: Proposed share pool increase elevates overhang (to ~17.6% pro forma) but management has actively offset dilution via repurchases; monitor plan usage and repurchase cadence for net dilution impact .
- Trading signals: Calendarized vesting (see schedule) and recent large vesting events may introduce episodic supply; however, pre‑clearance, windows, and 10b5‑1 expectations constrain discretionary selling timing .