Robert K. Williams
Donnelley Financial SolutionsAbout Robert K. Williams
Chief People and Administrative Officer (CPAO) at DFIN; officer since 2023 and previously DFIN’s Chief Human Resources Officer (CHRO) since 2018. Note: DFIN’s FY2024 10-K lists him as “Kirk Williams, 49, Chief People and Administrative Officer” with the same role history; the 2025 Proxy refers to “Robert K. Williams, Chief People and Administrative Officer.” Age: 49; Officer since: 2023; DFIN since: 2018 (CHRO 2018–Jul 2023; CPAO from 2023) . Company performance context during his current tenure includes: 2024 net sales $781.9m (−1.9% y/y), Software Solutions net sales $329.7m (+12.6% y/y; now ~42% of total), and Non-GAAP Adjusted EBITDA $217.3m (up from $207.4m in 2023). Cumulative TSR turned $100 into $599.14 over 2020–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Donnelley Financial Solutions | Chief Human Resources Officer | 2018–Jul 2023 | Built enterprise HR platform pre/post transformation; predecessor to current CPAO role |
| James Hardie Building Products | Chief Human Resources Officer | 2017 | Led HR at building materials leader |
| Archer Daniels Midland (ADM) | HR leadership roles | 2014–2017 | Senior HR leadership in global industrials/agri-business |
| American Express | HR leadership roles | 2010–2014 | Human capital leadership at global payments company |
| Allianz Life Insurance of North America | Chief Human Resources Officer | 2008–2010 | CHRO for U.S. life insurer |
External Roles
No public-company directorships or board committee roles disclosed for Williams .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 425,000 | 450,000 |
| Target Bonus (%) | 70% | 70% |
| Target Bonus ($) | 297,500 | 315,000 |
| Actual AIP Payout ($) | 335,878 | 430,920 |
Performance Compensation
2024 Annual Incentive Plan (AIP) – Metrics and Payout
| Metric | Weight | Threshold | Target | Actual | Payout % |
|---|---|---|---|---|---|
| Consolidated Non-GAAP Adjusted EBITDA ($m) | 50% | 170.8 | 213.5 | 217.3 | 111.1% |
| Consolidated Software Solutions Net Sales Growth | 30% | 5.0% | 10.0% | 14.2% | 204.1% |
| Corporate Strategic Initiatives (5 of 5 achieved) | 20% | — | — | Achieved 5/5 | 100.0% |
| Total Weighted Payout | — | — | — | — | 136.8% |
| Individual Performance Factor | — | — | — | — | 100.0% |
Result: Williams earned 136.8% of target AIP, paying $430,920 for 2024 .
2024 Long-Term Incentive (LTI) Grants (3/4/2024)
| Award Type | Shares/Units | Grant-Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|
| PSUs (Target) | 14,756 | 1,074,975 | 50% recurring/reoccurring revenue (3 one-year tranches at 20% each for 2024–2026, plus 40% 3-year cumulative) and 50% free cash flow conversion (3-year cumulative); payout 0–200%; +/-25% TSR modifier vs S&P 600; vests end of 2026 |
| RSUs | 7,268 | 476,272 | Time-based; 1/3 each year on grant anniversaries over 3 years |
2024 interim PSU certification: recurring/reoccurring revenue of $595.4m led to 66.4% earned for the 2024 portion (still subject to time-vesting and TSR modifier through 2026) .
Legacy PSU Payout (Granted 2022; vested on 12/31/2024)
| Executive | Target PSUs | Payout (%) | Actual Shares |
|---|---|---|---|
| Robert K. Williams | 13,800 | 124.9% | 17,239 |
Drivers: Software Solutions net sales and Adjusted EBITDA margin goals across annual and cumulative periods; total payout 124.9% .
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Equity (as of 12/31/2024 unless noted)
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 46,624 |
| Ownership as % of 28,530,105 shares outstanding | <1% (outstanding shares reference) |
| Unvested RSUs (#) | 24,318 |
| Unearned PSUs at target (#) | 20,826 |
| Earned but unvested PSUs (#) | 8,856 (2023 grant) and 979 (2024 grant), time-based to end of cumulative cycles |
| Stock options outstanding | None |
| 2024 vesting realized (shares and value) | 24,883 shares vested; $1,575,052 value realized at vest (delivery value on 3/3/2025: $819,542 at $47.54) |
Scheduled RSU Vesting Tranches (Williams)
| Vest Date | Shares |
|---|---|
| 3/3/2025 | 4,744 |
| 3/4/2025 | 2,422 |
| 3/3/2026 | 2,477 |
| 3/4/2026 | 2,423 |
| 3/4/2027 | 2,423 |
Alignment safeguards:
- Executive stock ownership guidelines: 2x base salary for executive team; all executives met/exceeded as of Mar 15, 2025 .
- Hedging/pledging prohibited; 10b5-1 transactions encouraged to align with window periods and require pre-clearance .
- Clawback policy in line with NYSE 303A.14 and plan-level recoupment .
- No change-of-control tax gross-ups .
Insider selling pressure signals:
- No options to drive forced exercises; primary supply overhang is from scheduled RSU/PSU vesting (see table above and year-end PSU/RSU balances) .
- Trading subject to strict window periods and pre-clearance, which can modulate sale timing around vest dates .
Employment Terms
Williams participates in DFIN’s Executive Severance Plan (not a bespoke employment agreement). Key terms include non-compete/nonsolicit covenants (1–2 years), double-trigger equity treatment upon Change in Control (CIC), and continued health coverage for specified periods .
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Severance multiples:
- Qualifying termination (no CIC): 1x base salary + 1x target bonus; 12 months of health coverage .
- Qualifying termination within CIC period: 1.5x base salary + 1.5x target bonus; 18 months of health coverage; all unvested equity vests in full; unearned PSUs deemed at target at CIC and vest upon qualifying termination .
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Pro rata bonus: Paid at actual performance for year of termination (and similarly upon death/disability), consistent with AIP .
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Equity:
- No CIC: time-based awards vest pro rata; unearned PSUs continue to be earned/vest pro rata on actual performance; earned PSUs continue to vest to end of cycle .
- CIC: unearned PSUs deemed earned at target and continue as time-based unless qualifying termination; qualifying termination during CIC window accelerates all equity .
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No tax gross-ups on CIC benefits .
Illustrative potential payments for Williams (assumes 12/31/2024 stock price $62.73):
| Scenario | Cash Severance ($) | Pro Rata Bonus ($) | RSUs ($) | PSUs ($) | Health Care ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without Cause | 765,000 | 315,000 | 372,993 | 990,883 | 9,384 | 2,453,260 |
| Qualifying Termination after CIC | 1,147,500 | 315,000 | 908,895 | 1,922,988 | 14,076 | 4,308,459 |
| Disability | — | — (AIP terms) | 908,895 | 990,883 | — | 1,899,778 |
| Death | — | — (AIP terms) | 908,895 | 990,883 | — | 1,899,778 |
Compensation Structure Analysis
- Cash vs equity mix: For 2024, Williams’ total direct pay included $450k salary, $431k AIP, and $1.55m in equity grants (67% PSUs / 33% RSUs), keeping a high share of at-risk, performance-linked pay .
- Shift in performance design: LTI moved from software net sales/adj. EBITDA margin (legacy PSUs) to recurring/reoccurring revenue and free cash flow conversion with a TSR modifier, reinforcing the software-first and cash discipline pivot .
- AIP tightening: Greater weight and higher max on financial metrics (Adjusted EBITDA, Software Solutions sales growth) vs capped strategic initiatives; 2024 payout at 136.8% reflects outperformance on software growth with disciplined profitability .
- Governance controls: Double-trigger equity vesting at CIC; clawbacks; prohibition on repricing and hedging/pledging; no CIC tax gross-ups—mitigates shareholder alignment concerns .
SAY-ON-PAY & Shareholder Feedback
- Say-on-Pay approval in 2024: ~99.1% of votes cast supported NEO compensation; committee made no program changes in response, citing strong alignment and support .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for executives (reduces misalignment risks) .
- Clawback policy: NYSE-compliant, covering incentive compensation tied to financial reporting measures (restatement-driven recoupment) .
- Related party transactions: None requiring committee approval in 2024; no insider comp committee interlocks .
- Option repricing: Prohibited without shareholder approval .
- Tax gross-ups: Not provided for CIC .
Performance & Track Record (Role-Relevant)
- Human capital management: DFIN highlights “My Total Wellbeing” program (flex PTO for U.S. salaried employees, parental leave, career transparency), expanded ESPP, and Newsweek Top 100 Most Loved Workplaces recognition in 2024—key CPAO outcomes .
- Business mix and cash: Software Solutions became the largest revenue component in 2024; Adjusted EBITDA improved and free cash flow rose to $105.2m (from $62.2m in 2023), consistent with LTI emphasis on recurring revenue and FCF conversion .
Equity Ownership Guidelines & Compliance
- Executive guideline: 2x base salary for executive team; all executives met or exceeded guidelines as of Mar 15, 2025 .
- Window/trading plan discipline: All insider transactions subject to pre-clearance, window periods, and 10b5-1 best practices .
Investment Implications
- Alignment and retention: High at-risk mix, multi-year PSUs tied to recurring revenue/FCF with TSR modifier, and ownership guidelines indicate strong alignment; double-trigger CIC equity and 1–1.5x severance multiples are moderate and retention-supportive without shareholder-unfriendly gross-ups .
- Selling pressure view: No options; primary near-term flow arises from scheduled RSU/PSU vesting (see vesting schedule). Pre-clearance/window constraints and historical practice reduce indiscriminate post-vest selling risk, but vest clusters (Mar each year) can create episodic supply .
- Execution focus: AIP and LTI designs reinforce DFIN’s transformation to a software-first, cash-generative model; 2024 achievements (software growth +12.6%, EBITDA up, FCF +$43m y/y) support continued pay-for-performance linkage under Williams’ human capital leadership .