Gary G. Greenfield

About Gary G. Greenfield

Gary G. Greenfield (age 70) is an independent director of Donnelley Financial Solutions (DFIN) since 2016. He is Executive Advisor at Court Square Capital Partners (private equity) and has deep operating experience as CEO of Avid Technology (2007–2013) and GXS (2003–2007), with prior private equity roles at Francisco Partners; he holds a B.S. from the U.S. Naval Academy, an M.S. Administration from George Washington University, and an MBA from Harvard Business School . Seven of eight DFIN directors are independent (including the Chair), with all Audit, Compensation, and Corporate Responsibility & Governance Committees fully independent .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair of Compensation Committee; member, Audit Committee .
• Independence: All non-employee directors are independent per NYSE requirements; all members of Audit, Compensation, and CRG Committees are independent .
• Audit expertise: Each Audit Committee member (including Greenfield) is an SEC “audit committee financial expert” .
• Meetings/attendance: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
• Executive sessions: Independent directors hold executive sessions with each regular Board meeting; committees also meet in executive session each regular meeting .

Fixed Compensation

• Director equity retainer structure: RSUs with $175,000 fair value (Chairs receive additional equity only for Board Chair role); RSUs vest/payable in full on first anniversary or earlier upon ceasing Board service or change in control; dividend equivalents deferred and credited with interest; directors may elect deferral until Board departure .

Performance Compensation

• Director compensation is not performance-based; RSUs vest after one year—no performance metrics apply to director equity retainer .

Other Directorships & Interlocks

• Compensation Committee interlocks: None—no member of Compensation Committee had relationships requiring Item 404 disclosure; no interlocks with other companies’ compensation committees or boards .

Expertise & Qualifications

• Skills matrix: Accounting & Corporate Finance; Software Industry Knowledge; Strategy & Management; Technology Expertise (Greenfield marked in these categories) .
• Board-assessed qualifications: Proven tech industry leader (CEO and PE experience), strong operational track record, product development and strategy in evolving software development; strengthens Board capabilities in software strategy .
• Audit proficiency: Designated Audit Committee financial expert status .

Equity Ownership

• Ownership guidelines: Non-employee directors must own the lesser of 6x base cash retainer or 19,000 shares; all directors are in compliance .
• Hedging/pledging: Prohibited for directors under Insider Trading and Window Period Policy (no hedging, pledging, short sales, or public options) .

Governance Assessment

• Committee leadership and independence: Chair of Compensation Committee; member of Audit Committee; both fully independent—supports board effectiveness in pay oversight and financial reporting .
• Engagement: Board met five times in 2024; committees met four times; all directors attended the Annual Meeting; at least 75% attendance across board/committees—indicates active engagement .
• Ownership alignment: Holds 43,128 shares and outstanding RSUs; meets director ownership guidelines; elected to defer 100% of 2024 RSU—signals long-term alignment .
• Pay structure discipline: Director compensation mix capped by plan ($500,000 annual limit combining cash and equity); time-based RSUs (no performance windfall risk); robust clawback policy; double-trigger for change-in-control; no tax gross-ups; no repricing of options .
• Compensation committee process: Uses independent consultant (Meridian); independence assessed; committee reviews compensation risks—no material adverse risk identified .
• Related-party transactions: Company policy requires CRG Committee or disinterested board approval; 2024 ordinary-course dealings did not constitute related-party transactions requiring approval—no conflict flags .
• Say-on-pay signal: 2024 advisory vote approved ~99.1%—reflects broad investor support for compensation governance (company-level indicator) .

Red flags: none observed in proxy disclosures—no hedging/pledging; no related-party transactions; strong independence; capped director pay; and active attendance .

Insider Trades

Note: The proxy does not list individual Form 4 transactions for Greenfield; only compliance status is disclosed .