Lois M. Martin
Donnelley Financial SolutionsAbout Lois M. Martin
Independent director of Donnelley Financial Solutions (DFIN), age 62, serving on the Board since 2016. She is Chief Financial Officer of Mortenson (private construction and real estate development) since 2017, and is designated an “audit committee financial expert.” Education: bachelor’s degree from Augustana University. She chairs DFIN’s Audit Committee; independence affirmed under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mortenson | Chief Financial Officer | 2017–present | CFO of private construction/development company; financial operations leadership |
| Ceridian Corporation (private at time) | EVP & Chief Financial Officer | 2012–2017 | Human resources software; financial leadership |
| Capella Education Company | SVP & Chief Financial Officer | 2004–2011 | Public company CFO; higher ed sector |
| Deluxe Corporation | Finance leadership incl. Chief Financial Officer | 1993–2001 | Oversaw spin‑off and IPO of eFunds (Deluxe’s payment business); M&A integrations |
| PriceWaterhouseCoopers | Auditor (career start) | — | Audit and accounting foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A.O. Smith Corporation | Director (current) | — | Current public company directorship |
| ADC Telecommunications Inc. | Director (former) | — | Former public company board |
| MTS Systems Corporation | Director (former) | — | Former public company board |
| Raven Industries | Director (former) | — | Former public company board |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee members are all independent and designated “financial experts.” Audit Committee met 4 times in 2024.
- Board activity: Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings; directors expected to attend stockholder meetings and all Board members attended the 2024 Annual Meeting.
- Independence and leadership: Seven of eight directors are independent; independent Board Chair; executive sessions of independent directors occur with each regularly scheduled meeting.
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Base cash retainer | $80,000 | Standard cash retainer for non‑employee directors |
| Audit Committee Chair cash | $25,000 | Chair fee |
| Additional cash for multiple committees | $0 | $5,000 per additional committee; not applicable if serving only on Audit |
| Total cash fees (Lois M. Martin) | $105,000 | Reported fees earned in 2024 |
Performance Compensation (Equity and Terms)
| Item | 2024 Detail | Vesting/Terms |
|---|---|---|
| Annual equity retainer (RSUs) | $175,100 grant‑date fair value | Vests on first anniversary; vests early if the director leaves the Board or upon Change in Control prior to first anniversary; directors may elect to defer distribution until departure; dividend equivalents credited and accrue interest at five‑year U.S. government bond rate, paid at RSU payout |
| Chairman additional equity retainer | Not applicable | Chairman receives additional $50,000 equity retainer (Lois is not Chair) |
| Plan governance guardrail | Director total annual comp cap $500,000 | Aggregate cash plus equity capped per plan; equity awards have minimum one‑year vesting |
Note: DFIN’s non‑employee director equity is time‑based RSUs; no performance metric linkage is disclosed for director equity grants.
Other Directorships & Interlocks
| Company | Relationship | Interlock/Conflict Notes |
|---|---|---|
| A.O. Smith Corporation | Current director | No related‑party transactions requiring approval disclosed for 2024; policy requires review of transactions >$120,000 with related persons |
| ADC Telecommunications; MTS Systems; Raven Industries | Former director | No interlocks with DFIN compensation committee; committee interlocks disclosure indicates none requiring Item 404 disclosure |
Expertise & Qualifications
- Financial expertise: 30‑year career in financial operations across public and private companies; designated as “audit committee financial expert.”
- Transactions experience: Led spin‑off/IPO (eFunds) and M&A integration initiatives; deep restructuring and capital markets insight.
- Sector familiarity: Software (Ceridian), education (Capella), diversified industrials (Deluxe), construction/development (Mortenson).
- Education: Bachelor’s degree, Augustana University.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 69,431 shares | Less than 1% of outstanding shares; ownership table as of March 17, 2025 |
| Outstanding RSUs (including deferred) | 8,968 units | RSUs payable upon leaving the Board or vest anniversary per election |
| Ownership guideline | Lesser of 6× base cash retainer value or 19,000 shares | All directors are in compliance; guideline must be met within five years with annual progress |
| Hedging/pledging | Prohibited by policy | Insider trading policy bans hedging, pledging, short sales, and option speculation |
Governance Assessment
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Strengths
- Independent Audit Chair with “financial expert” designation; committee met regularly and oversees financial reporting, risk, and auditor selection—supports confidence in controls.
- High alignment through equity retainer, stock ownership guidelines, and prohibition of hedging/pledging.
- Board independence and regular executive sessions; independent Chair structure.
- Attendance acceptable (≥75% threshold met for all directors); shareholder meeting participation.
- Compensation guardrails: director comp capped at $500,000; minimum one‑year vesting; no repricing without shareholder approval.
-
Potential RED FLAGS / Watch items
- Single‑trigger vesting for director RSUs upon Change in Control before first anniversary (earlier of departure or CoC), which differs from the plan’s general “double‑trigger” posture—evaluate alignment with best practices.
- External CFO role at Mortenson (private) implies significant external time commitments—no related‑party transactions requiring approval were disclosed, but continue monitoring for ordinary‑course dealings or conflicts per policy.
- Beneficial ownership is below 1%; while guideline compliance is affirmed, investors may prefer disclosure of vested vs. unvested composition beyond RSU count—limited granularity provided.
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Context signals
- Board‑wide say‑on‑pay support was ~99.1% in 2024, suggesting overall investor confidence in governance and pay practices.
- Compensation Committee independence and use of independent consultant (Meridian); annual risk review indicates compensation practices unlikely to pose material adverse risk.