Richard L. Crandall
Donnelley Financial SolutionsAbout Richard L. Crandall
Richard L. Crandall (age 81) is the independent Chairman of the Board of Donnelley Financial Solutions (DFIN) and has served as a director since 2016. He is a former enterprise software CEO (Comshare founder/CEO), cybersecurity expert (Board member of the National Cybersecurity Center, chairs its Cyber and Strategic Planning Committees), and founder/Chairman of the Enterprise Software CEO Roundtable. He holds a BS in Electrical Engineering, a BS in Mathematics, and a Master’s in Industrial Engineering from the University of Michigan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comshare, Inc. | Founder; CEO (26 yrs); Chairman (3 yrs) | 1966–2003 | Led transformation from timesharing to enterprise software; eventual sale in 2003 |
| Novell, Inc. | Chairman | Not stated | Oversaw sale of company to PE consortium and simultaneous sale of patent library to tech consortium |
| Giga Information Group | Chairman | Not stated | Leadership role at tech advisory firm |
| U.S. Chamber of Commerce | Technology Advisor | Not stated | Technology advisory role |
| RR Donnelley & Sons Company | Former public company director | Not stated | Former directorship disclosed in DFIN proxy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enterprise Software CEO Roundtable | Chairman (founder) | Since 1994 | Industry roundtable leadership |
| National Cybersecurity Center (Colorado Springs) | Director; Chair, Cyber Committee; Chair, Strategic Planning Committee | Since 2016 | Cybersecurity expertise; public/private sector collaboration |
| Wharton Executive Education – Boards That Lead | Advisory Board Member | Not stated | Corporate governance initiative |
Board Governance
- Board Chair (independent); member of Audit and Corporate Responsibility & Governance (CRG) Committees .
- Independence: All non-employee directors are independent; all Audit, Compensation, and CRG committee members are independent .
- Audit Committee financial expert: Board determined each Audit member (including Mr. Crandall) is an “audit committee financial expert” under SEC rules .
- Meeting cadence and attendance: Board met 5 times in 2024; every director attended at least 75% of Board/committee meetings during their service . Audit met 4 times in 2024; CRG met 4 times in 2024 .
- Shareholder meeting attendance: All directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session each regularly scheduled meeting, led by the Board Chair .
Fixed Compensation
| Component (2024) | Policy/Amount | Individual (Crandall) |
|---|---|---|
| Base cash retainer | $80,000 | Included in Fees Earned |
| Board Chair cash retainer | $50,000 | Included in Fees Earned |
| Committee chair fees | Audit $25,000; Comp $25,000; CRG $20,000 (if applicable) | N/A (not a committee chair) |
| Additional cash for multiple committee service | $5,000 for each additional committee service | Included in Fees Earned (aggregate reported) |
| Total Fees Earned or Paid in Cash (2024) | — | $130,000 |
Notes: The policy defines the structure; actual cash paid to Mr. Crandall in 2024 totaled $130,000 per the proxy’s Director Compensation table .
Performance Compensation
| Equity Element | 2024 Structure | Individual (Crandall) | Vesting/Other Terms |
|---|---|---|---|
| Annual RSU retainer | $175,000 grant-date fair value | Part of total $225,120 stock awards in 2024 | RSUs vest in full on 1st anniversary; earlier vest on the earlier of ceasing to be a director or a Change in Control; directors may elect to defer payment; dividend equivalents credited and accrue interest at the 5-year U.S. government bond rate, paid in cash upon RSU payment |
| Additional Chair RSU retainer | +$50,000 for Board Chair | Included in $225,120 | Same as above |
| Options/SARs to directors | Plan permits options/SARs; company currently does not grant option-like instruments; min 1-year vest; director comp capped at $500,000/year (value basis) | Not used in 2024 per proxy disclosures | Repricing prohibited under plan; double-trigger CoC for employee awards, distinct from director RSU vesting term above |
| All Other Compensation | — | $10,965 (interest accrued on dividend equivalents on RSUs) | Interest from dividend equivalents credited to account |
Performance linkage: Director equity is time-based RSUs; no performance metrics apply to director compensation .
Other Directorships & Interlocks
| Type | Company | Role | Notes |
|---|---|---|---|
| Current public company boards | None | — | “Current Directorships: None” |
| Former public company boards | Diebold Nixdorf, Inc. | Director | Former |
| Former public company boards | Giga Information Group | Chairman/Director | Former |
| Former public company boards | Novell Inc. | Chairman/Director | Former; oversaw sale of company and patent library transaction |
| Former public company boards | RR Donnelley & Sons Company | Director | Former; legacy tie to DFIN’s former parent |
| Compensation committee interlocks | — | — | Company discloses no compensation committee interlocks or insider participation |
Expertise & Qualifications
- Skills matrix highlights: Accounting & Corporate Finance; Software Industry Knowledge; Transformation Experience; Risk Management (incl. Cybersecurity) .
- Biography emphasizes enterprise software leadership, cybersecurity expertise, and board chair experience .
Equity Ownership
| Item | Amount | As-Of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 103,443 | March 17, 2025 | Less than 1% of outstanding (28,530,105 shares) |
| Ownership % of shares outstanding | <1% | March 17, 2025 | As disclosed (“* Less than one percent”) |
| Outstanding RSUs (incl. deferred) | 42,457 | Dec 31, 2024 | Outstanding RSUs payable upon leaving the Board or vesting; may include deferred awards |
| Director stock ownership guideline | Lesser of 6x base cash retainer or 19,000 shares | Policy | Applies to each non-employee director; 5-year compliance window |
| Compliance with guideline | In compliance | As of proxy | “Each director… is currently in compliance” |
Board Governance Details
| Committee | Role | 2024 Meetings | Independence/Notes |
|---|---|---|---|
| Board | Chair (independent) | Board met 5 times; ≥75% attendance for all directors | Independent chair; executive sessions led by Chair |
| Audit | Member | 4 | All members independent; all designated “audit committee financial experts” |
| Corporate Responsibility & Governance (CRG) | Member | 4 | All members independent |
Governance Assessment
- Positives
- Independent Chair with cybersecurity and software transformation experience; leads executive sessions of independent directors .
- Audit Committee financial expert; service on Audit and CRG enhances oversight of financial reporting, risk, and governance processes .
- Strong meeting engagement in 2024 (Board met 5x; all directors ≥75% attendance) and full attendance at the 2024 annual meeting .
- Director compensation tilted toward equity with stock ownership guidelines; all directors compliant, aligning incentives with shareholders .
- No compensation committee interlocks; related-party transaction policy in place and no transactions requiring approval in 2024 (no material related-party exposure) .
- Potential shareholder sensitivities
- Director RSU retainer vests upon a Change in Control (single-trigger for directors), which some investors scrutinize for alignment; however, the company prohibits option repricing and caps annual director compensation at $500,000 value .
- Former directorship at prior parent RR Donnelley is legacy and not current; no disclosed related-party transactions tied to this relationship in 2024 .
Director Compensation (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Richard L. Crandall | 130,000 | 225,120 | 10,965 (interest on RSU dividend equivalents) | 366,085 |
Policy reference: Base cash retainer $80,000; Chair of Board +$50,000; additional $5,000 for service on more than one committee. Equity retainer $175,000 RSUs; Board Chair receives additional $50,000 RSUs; RSUs vest on first anniversary or earlier upon ceasing to be a director or a Change in Control; dividend equivalents credited with interest at 5-year U.S. Treasury rate; directors may elect to defer .
Related-Party and Conflicts Check
- Related-party transaction policy requires CRG or disinterested Board approval for transactions >$120,000 involving related persons; 2024 included only ordinary-course transactions with related entities and none met the threshold requiring approval (i.e., no material related-party transactions) .
- Compensation committee interlocks: None disclosed .
- Section 16 compliance: Company reports all required insider ownership filings were timely in 2024 .