Eric J. Johnson
Donnelley Financial SolutionsAbout Eric J. Johnson
Eric J. Johnson is President, Global Investment Companies (GIC) at Donnelley Financial Solutions (DFIN), serving as an executive officer since 2021; age 57. He previously led RR Donnelley’s Global Investment Markets (2010–2016) after senior roles from 2006–2010 and various sales, pricing, financial management, and FP&A roles from 1992–2006 . Company performance metrics tied to his pay emphasize Adjusted EBITDA and software/recurring revenue growth: in 2024, net sales were $781.9M (-1.9% y/y) with software solutions net sales up 12.6% to $329.7M, and Adjusted EBITDA margin reached 27.8% . DFIN’s PSUs have paid above target in recent cycles (2021 PSU payout 136%; 2022 PSU payout 124.9%) and current PSU design includes a three-year Relative TSR modifier against the S&P 600 Small Cap Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Donnelley Financial Solutions (DFIN) | President, Global Investment Companies | 2021–Present | Executive leadership of the Investment Companies segment . |
| RR Donnelley (RRD) | EVP, Global Investment Markets | 2010–2016 | Led global investment markets; prior senior roles 2006–2010; earlier roles in sales, pricing, finance, FP&A (1992–2006) . |
External Roles
No external public company board roles or other external positions for Johnson are disclosed in DFIN’s proxy and 10-K executive officer biographies .
Fixed Compensation
Multi-year summary compensation (as disclosed):
| Year | Base Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 460,000 | 2,049,852 | 629,280 | 14,223 | 3,153,355 |
| 2023 | 440,000 | 1,366,444 | 496,760 | 9,900 | 2,313,104 |
| 2022 | 420,000 | 912,576 | 956,678 | 9,150 | 2,298,404 |
Additional salary/target updates:
- 2024 base salary increased 5% to $460,000 .
- 2024 AIP target opportunity: $460,000 (threshold $230,000; max $920,000) .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 outcomes and framework:
| Metric | Weight | Company Payout vs Goal | Individual Factor | Target AIP ($) | Total Payout ($) |
|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | 111.1% | 100% | 460,000 | 629,280 |
| Software Solutions Sales Growth | 30% | 204.1% | |||
| Corporate Strategic Initiatives | 20% | 100.0% | |||
| Total Weighted Payout | 136.8% | 100% | 629,280 |
Annual Incentive Plan (AIP) – 2023 outcomes and framework:
| Metric | Weight | Company Payout vs Goal | Individual Factor | Target AIP ($) | Total Payout ($) |
|---|---|---|---|---|---|
| Adjusted EBITDA | 55% | 132.6% | 100% | 440,000 | 496,760 |
| Software Solutions Sales Growth | 25% | 0.0% | |||
| Corporate Strategic Initiatives | 20% | 200.0% | |||
| Total Weighted Payout | 112.9% | 100% | 496,760 |
Long-Term Incentive (LTI) design and awards:
- 2024 LTI target: $1,850,000; split 67% PSUs ($1,239,500) and 33% RSUs ($610,500) . RSUs vest one-third annually over three years .
- 2024 PSUs: 50% recurring/reoccurring revenue (independent annual periods for 2024, 2025 plus cumulative 2024–2026) and 50% free cash flow conversion (cumulative 2024–2026); final payout adjusted by a 3-year Relative TSR modifier vs the S&P 600 Small Cap Index (+25% top quartile; -25% bottom quartile) .
- Prior PSU results: 2021 PSU payout 136% (Johnson actual shares: 36,721) ; 2022 PSU payout 124.9% (Johnson actual shares: 24,609) .
Equity Ownership & Alignment
Ownership and outstanding awards:
| Measure | Value |
|---|---|
| Beneficial ownership (3/17/2025) | 105,570 shares (<1%) |
| Unvested RSUs (12/31/2024) | 34,151 |
| Unearned PSUs (12/31/2024) | 28,488 |
| Stock options outstanding | None (no option line for Johnson) |
| Shares vested in 2024 (RSUs/PSUs) | 35,867; value realized on vesting $2,270,764 |
| Executive stock ownership guideline | 2x base salary for executive team; all executives in compliance as of Mar 15, 2025 |
| Hedging/pledging | Prohibited by insider trading policy |
Upcoming RSU vesting schedule (Johnson):
| Vesting Date | Shares |
|---|---|
| 3/3/2025 | 6,826 |
| 3/4/2025 | 3,201 |
| 3/3/2026 | 3,592 |
| 3/4/2026 | 3,201 |
| 3/4/2027 | 3,202 |
Employment Terms
Change-in-control (CIC), severance, and award treatment (assumes $62.73 stock price at 12/31/2024):
| Scenario | Cash Severance | Pro Rata Bonus | RSUs | PSUs | Health Care | Total (Illustrative) |
|---|---|---|---|---|---|---|
| Termination Without Cause | $920,000 (1x salary+target bonus) | $460,000 | $521,914 (pro-rata vest) | $1,401,137 (pro-rata continue, pay post-period based on actual) | $30,057 | $3,333,107 |
| Good Reason/Without Cause after CIC (double-trigger) | $1,380,000 (1.5x salary+target bonus) | $460,000 | $1,255,980 (full vest) | $2,673,364 (deemed at target; vest in full on qualifying termination) | $45,085 | $5,814,429 |
| CIC (no termination) | — | — | Remain outstanding | Deemed earned at target, continue to vest post-period | — | — |
| Disability | — | — (AIP terms apply) | $1,255,980 (immediate vest) | $1,401,137 (pro-rata at target; immediate vest of earned) | — | $2,657,117 |
| Death | — | — (AIP terms apply) | $1,255,980 (immediate vest) | $1,401,137 (pro-rata at target; immediate vest of earned) | — | $2,657,117 |
Additional governance protections:
- Double-trigger equity vesting (no automatic single-trigger acceleration) and no change-of-control/280G tax gross-ups under the equity plan .
- Company-wide clawback policy for incentive-based compensation per NYSE 303A.14; awards subject to clawback/recoupment .
Compensation Structure Analysis
- Mix and shift: For 2024, LTI remains equity-heavy with 67% PSUs and 33% RSUs; RSUs vest ratably over three years, which lowers risk for executives but supports retention and alignment . AIP target for Johnson was $460,000 with an actual payout of $629,280 (136.8% of target) driven by overachievement on software solutions sales growth and solid EBITDA .
- Performance metrics tightening: PSU metrics evolved from software net sales and Adjusted EBITDA margin (2023 awards) to recurring/reoccurring revenue and free cash flow conversion with a Relative TSR modifier (2024 awards), emphasizing durable revenue mix and cash discipline .
- Repricing/modifications: The equity plan prohibits option repricing without shareholder approval; no evidence of option repricing or tax gross-ups .
Compensation Peer Group (Benchmarking)
The 2024 peer group included ACI Worldwide, BlackLine, Broadridge, CSG Systems, DocuSign, Envestnet, FactSet, Huron, Jack Henry, Morningstar, Perficient, Q2 Holdings, Resources Connection, Verint, and Workiva; Avalara was removed after its acquisition, and Envestnet and Perficient are to be removed after going private .
Say-On-Pay & Shareholder Feedback
Say-on-pay support remained very strong: approximately 99.1% approval at the 2024 annual meeting and ~98.0% in 2023, with no compensation program changes made in response to these high approval rates .
Performance & Track Record
- Operating performance: 2024 net sales $781.9M (-1.9% y/y); software solutions net sales up 12.6% to $329.7M (42% of sales); recurring/reoccurring revenue up ~1% organically; Adjusted EBITDA margin 27.8% . In 2023, Adjusted EBITDA margin was 26.0% .
- LTI results: PSU payouts above target in recent cycles (2021: 136%; 2022: 124.9%), reflecting achievement on growth and margin goals; ongoing PSU designs include a 3-year Relative TSR modifier vs S&P 600 Small Cap Index .
Employment Terms (Contractual Background)
Johnson’s employment framework traces to an RRD employment agreement (2010) and a 2017 waiver of severance benefits upon transition to DFIN; current severance economics are governed under DFIN’s Executive Severance Plan as reflected in the proxy tables .
Investment Implications
- Alignment and incentives: Johnson’s pay is highly performance-linked through AIP (Adjusted EBITDA and software/recurring growth) and PSUs (recurring revenue, FCF conversion, and Relative TSR), which ties compensation to drivers of DFIN’s software mix shift and cash generation .
- Retention risk and selling pressure: A visible RSU vesting cadence (notably March 2025–2027) and meaningful 2024 vesting value ($2.27M) can create periodic selling windows; however, hedging/pledging is prohibited and ownership guidelines (2x salary) require continued share holding, mitigating near-term selling pressure .
- Change-in-control protections: Double-trigger vesting and 1.5x salary+bonus severance in CIC termination balance retention with shareholder protections (no single-trigger acceleration; no 280G gross-ups), reducing windfall risk while securing management continuity in strategic scenarios .
- Pay-for-performance credibility: Strong say-on-pay support (99.1% in 2024) and above-target PSU outcomes (2021, 2022) suggest investors view incentives as appropriately calibrated and aligned with value creation .