Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Table of Contents

April 17, 2015

Dear Stockholders:

        I am pleased to invite you to attend the 2015 Annual Meeting of Stockholders ("Annual Meeting") of Dex Media, Inc. (the "Company" or "Dex Media"), which will be held at our D/FW headquarters, located at 2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, Texas 75261, on Thursday, May 28, 2015, at 9 a.m. local time. The attached Notice of Annual Meeting of Stockholders and proxy statement will guide you through the items of business to be conducted at the Annual Meeting and provide details regarding the Annual Meeting.

        During 2014, we made progress on many fronts—integrating corporate functions from our legacy companies, continuing to pay down our debt, expanding our telephone sales channel and adding more bundled, multi-platform marketing solutions to our product suite.

        When I joined the Company in the fourth quarter as CEO, my mandate from the Board of Directors was clear—to accelerate the Company's transformation from a legacy print directory business into a full service digital media company. To achieve that mandate, I appointed a new executive team that is a mix of proven talent from the Company and from the industry.

        Last December, we announced a number of transformative initiatives designed to reorganize the Company, achieve significant cost reductions and improve operational productivity. We also announced a number of revenue enhancement measures that will improve and upgrade our existing products, enhance the sales call and provide a more satisfying client experience. All of those efforts are now underway.

        We are excited to see the many planned changes and enhancements come to life. With fiscal year 2014 behind us, we are now fully focused on reshaping the business and creating a sustainable future.

        As we evolve our business, our processes and our product mix, our Board, executives and employees remain committed to strong corporate governance as the foundation for financial integrity and shareholder confidence. We value the ongoing input we receive from investors and other stakeholders.

        Whether or not you plan to attend the Annual Meeting in person, we encourage you to vote promptly using the directions outlined in this proxy statement.

        On behalf of the Board of Directors and the executive team, I would like to express our appreciation for your interest in Dex Media.

Sincerely,

Joseph A. Walsh
Chief Executive Officer

Table of Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on May 14, 201428, 2015

Dear Stockholders:

        We are pleased to invite you to attend the 20142015 Annual Meeting (the "Annual Meeting") of Stockholders of Dex Media, Inc. (the "Company," "Dex Media," "we," "us" or "our") to be held on Wednesday,Thursday, May 14, 2014,28, 2015, at 10:309:00 a.m., local time, at our headquarters at 2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, Texas 75261. The meeting will be held for the following purposes:

1.

To elect eight directors to serve until the 20152016 Annual Meeting of Stockholders;





2.

To approve, on an advisory basis, the Company's executive compensation;





3.     To recommend, on an advisory basis, the frequency of advisory votes to approve the Company's executive compensation;

        4.     

To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2014;2015; and

        5.     



4.

To transact such other business as may properly come before the Annual Meeting.

        Information concerning the matters to be voted upon at the Annual Meeting is set forth in the accompanying proxy statement. Holders of record of the Company's common stock as of the close of business on March 17, 2014April 6, 2015 are entitled to notice of, and to vote at, the Annual Meeting. A list of such stockholders will be available at the Annual Meeting, and during the ten days prior to the Annual Meeting, at our headquarters located at the address above.

        Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 28, 2015. We are pleased to take advantage of the Securities and Exchange Commission's "notice and access" rules, which allow companies to furnishfurnishing proxy materials to theirour stockholders primarily over the Internet. We believe these rules allow usInternet, instead of mailing printed copies of those materials to each stockholder. By doing so we provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of our annual meeting.Annual Meeting. On or about April 3, 2014,17, 2015, we mailed a Notice of Internet Availability of Proxy Materials to our stockholders containing instructions on how to access the proxy statement and vote online, and made proxy materials available to our stockholders over the Internet. Instructions for requesting paper or e-mail copies of the proxy materials are contained in the Notice of Internet Availability of Proxy Materials.

        Your vote is important. You are cordially invited to attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting, we hope you will vote as promptly as possible.

		By Order of the Board of Directors,
		Raymond R. Ferrell Executive Vice President, General Counsel and Corporate Secretary

D/FW Airport, Texas
April 3, 201417, 2015

IMPORTANT

        Your vote is important. Whether or not you plan to attend the meetingAnnual Meeting in person, pleasewe encourage you to read this proxy statement and vote promptly over the Internet, at www.proxyvote.com promptlyby telephone or, if you requested to receive printed proxy materials, by completing and mailing a proxy card or voting instruction form, so that your shares maywill be votedrepresented at the Annual Meeting. Please review the instructions on each of your voting options described in accordance with your wishes. Ifthis proxy statement, as well as in the Notice of Internet Availability of Proxy Materials you request paper or e-mail copies ofreceived in the proxy materials (which include a proxy card), you may also vote by completing, signing and returning the proxy card by mail.

Table of Contents

TABLE OF CONTENTS

Table of Contents

DEX MEDIA, INC.
P.O. Box 619810
2200 West Airfield Drive
D/FW Airport, Texas 75261

PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

        This proxy statement provides information in connection with the solicitation of proxies by the boardBoard of directorsDirectors (the "Board") of Dex Media, Inc. (the "Company," "Dex Media," "we," "us" or "our") for use at the Company's 20142015 Annual Meeting of Stockholders or any postponement or adjournment thereof (the "Annual Meeting").

        Holders of record of the Company's common stock as of the close of business on March 17, 2014,April 6, 2015, are entitled to vote at the Annual Meeting. Each holder of record as of March 17, 2014,April 6, 2015, is entitled to one vote for each share of common stock held. On March 17, 2014,April 6, 2015, there were 17,637,46117,621,932 shares of common stock outstanding.

        Pursuant to "notice and access" rules adopted by the Securities and Exchange Commission ("SEC"), the Company has elected to provide access to its proxy materials over the Internet. Accordingly, on or about April 3,17, 2015, materials for the Annual Meeting, including this proxy statement and the Company's 2014 weAnnual Report, are being made available to all stockholders entitled to vote at the Annual Meeting. We also mailed a Notice of Internet Availability of Proxy Materials (the "Notice") on or about April 17, 2015, to all stockholders of record as ofentitled to vote at the close of business on March 17, 2014.Annual Meeting. This Notice includes:includes (i) instructions on how to access our proxy materials electronically;electronically, (ii) the date, time and location of the Annual Meeting;Meeting, (iii) a description of the matters intended to be acted upon at the Annual Meeting;Meeting, (iv) a list of the materials being made available electronically;electronically, (v) instructions on how a stockholder can request to receive paper or e-mail copies of the proxy materials;materials, (vi) any control/identification numbers that a stockholder needs to access the proxy;proxy, and (vii) information about attending the Annual Meeting and voting in person. We encourage our stockholders to take advantage of the availability of the proxy materials over the Internet to help lower the costs of delivery and reduce the environmental impact of our Annual Meeting.

        No business can be conducted at the Annual Meeting unless a majority of all shares entitled to vote are either present in person or represented by proxy at the Annual Meeting. As far as we know, the only matters to be brought before the Annual Meeting are those referred to in this proxy statement. If any additional matters are presented at the Annual Meeting, the persons named as proxies may vote your shares in their discretion.

        Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by completing and mailing a proxy card or voting instruction form, so that your shares will be represented at the Annual Meeting. Please review the instructions on each of your voting options described in this proxy statement, as well as in the Notice you received in the mail.

        Also, please let us know if you plan to attend the Annual Meeting by marking the appropriate box on the enclosed proxy card, if you requested to receive printed proxy materials, or, if you vote by telephone or over the Internet, by indicating your plans when prompted.

Table of Contents

PROXY SUMMARY

        This summary includes highlights of our proxy materials for your reference. This summary does not include all of the information that you should consider, so please read our entire proxy statement before you vote.

2015 ANNUAL MEETING OF STOCKHOLDERS

Date:    May 28, 2015

Time:    9:00 a.m., local time

Place:    2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, Texas 75261

Record Date:    Stockholders of record as of the close of business on April 6, 2015 are entitled to attend, and to vote at, the Annual Meeting.

Admission Requirements:    You must provide proof of your ownership of our common stock and a form of personal identification for admission to the Annual Meeting. For more information about attendance and voting please see the "Questions and Answers About the Annual Meeting and Voting" beginning on page 7.

VOTING MATTERS AND BOARD RECOMMENDATIONS

        The following table summarizes the proposals that will be considered at our Annual Meeting and also provides our Board of Directors' recommendations with respect to each proposal.

        Your vote is important. Whether or not you plan to attend the Annual Meeting in person, please promptly vote over the Internet, by telephone, or, if you requested to receive printed proxy materials, by completing and mailing a proxy card or voting instruction form, so that your shares will be represented at the Annual Meeting.

GOVERNANCE HIGHLIGHTS

        We believe that adherence to sound corporate governance principles and practices makes Dex Media a better business partner for our clients and also serves the best interests of our stockholders. Through its independent Corporate Governance Committee, our Board members play an active role in establishing our Corporate Governance Guidelines. The Board of Directors monitors developments in governance best practices to assure that it continues to meet its commitment to thoughtful and

Table of Contents

independent representation of stockholder interests. The following table summarizes certain of our corporate governance practices and facts:

NOMINEES FOR DIRECTOR IN 2015

        The following table provides summary information about our directors who have been nominated to serve on our Board until the 2016 Annual Meeting of Stockholders. Please see "Election of Directors" beginning on page 16 for more information about the nominees.

2014 BUSINESS HIGHLIGHTS

        Our mission is to be the trusted marketing partner for small and medium-sized businesses. 2014 was the first full year of operation for our combined company following the merger of Dex One Corporation and SuperMedia Inc. in April 2013, and we made progress on many fronts. Our accomplishments in 2014 included:

•

We served more than 490,000 clients from a broad, diverse set of industries and occupations;



•

We hosted 129 billion searches on our networks, DexKnows.com and Superpages.com;

Table of Contents

•

We published more than 1,700 distinct directory titles in 42 states and distributed approximately 100 million directories to businesses and residences in the United States;



•

We delivered $388 million in net cash provided by operating activities;



•

We retired $381 million of bank debt; and



•

We started implementing an organizational restructuring program, designed to reorganize and strategically refocus the Company.

CHANGES TO OUR EXECUTIVE MANAGEMENT TEAM

        We appointed new executive leadership in 2014 and early 2015, beginning with our President and Chief Executive Officer ("CEO"), Joseph A. Walsh. As you will see in the table below, our leadership team brings a wealth of experience to Dex Media, from within our company as well as our industry. That experience will be critical to transforming the traditional print-based directory business to a digital and multi-product marketing service business.

        The following table sets forth our current executive leadership team, along with some highlights of their past employment for your reference. For more narrative and a complete look at their biographies and work history, please see Item 1. "Business—Executive Officers of the Registrant" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on March 16, 2015.

Table of Contents

EXECUTIVE COMPENSATION AND PAY-FOR-PERFORMANCE

        Our push for business transformation creates an opportunity to align our compensation programs with longer-term goals for the Company. Starting with the hire of our current President and CEO, Joseph A. Walsh, in October 2014, the Compensation and Benefits Committee began working with management to craft a new executive compensation philosophy and a new approach to pay. The new philosophy allocates more of an executive's pay opportunity to performance-based annual and long-term incentives, and focuses less on base salary and perquisites; we explain more about this shift in the "Compensation Discussion and Analysis" beginning on page 20.

VALUE CREATION PROGRAM ("VCP")

        One very important change that we made to long-term incentives in 2014 was the discontinuation of our 2013 - 2015 Cash Long-term Incentive Plan ("2013-2015 Cash LTIP") and the introduction of the Value Creation Program ("VCP"). The VCP rewards participants for the increase in value in the

Table of Contents

total invested capital of the Company—total invested capital is the sum of the market value of the Company's equity and debt. We implemented the VCP in the fourth quarter of 2014. We did not grant any awards under the 2013-2015 Cash LTIP for the 2015 performance year, i.e., the performance periods for these plans do not overlap.

        The VCP is a three-year plan that began on October 14, 2014 and ends on December 31, 2017; awards may be paid out in 2018 if value has been created per the plan terms. The VCP rewards participants for net value creation in the Company measured as the net change over the performance period in the fair market value of the Company's total invested capital, including equity securities, debt securities, and bank debt; plus cash dividends and cash payments (interest and principal) to debt, but reduced by any net value contributed from external sources, in each case as determined in the manner provided by the VCP. The formula for the value creation under the VCP is summarized below:

        We describe the VCP in more detail in the "Compensation Discussion and Analysis" beginning on page 20.

DISCONTINUATION OF PERQUISITES

        To further align our overall program with a stronger pay-for-performance mindset, management and the Compensation and Benefits Committee decided to discontinue two programs that fall into the category of perquisites:

•

Financial Planning—provided for financial counseling and tax planning services (up to $13,870 per year); and



•

Flexible Allowance—provided select employees with a monthly cash allowance ($15,600 per year).

        We ended the Flexible Allowance program in December 2014. The Financial Planning program will end in May 2015 so that participants can work with their current advisors to complete their 2014 financial planning and tax preparation.

        The Compensation and Benefits Committee and management agreed that it is in the best interests of both stockholders and our senior management team to keep the Physical Examination program, which provides eligible executives with a comprehensive medical examination once per year. The cost of this program to the Company is approximately $2,000 per year per participant; a valuable benefit with a relatively low cost.

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

What am I voting on at the Annual Meeting?

1.

The election of eight directors to serve until the 20152016 Annual Meeting of Stockholders;



2.

the approval, on an advisory basis, of the Company's executive compensation;



3.

the recommendation, on an advisory basis, on the frequency of advisory votes on the Company's executive compensation;



4.

the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2014;2015; and



5.4.

any other matters that may properly be presented at the Annual Meeting.

Table of Contents

What does the Board of Directors recommend with respect to the matters to be presented at the Annual Meeting?

        The Board of Directors recommends a vote:

1.

FOR the election of all of the nominees to the Company's Board of Directors;



2.

FOR the approval, on an advisory basis, of the Company's executive compensation; and



3.ONE YEAR on the recommendation, on an advisory basis, on the frequency of advisory votes to approve the Company's executive compensation; and

        4.     

FOR the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2014.2015.

Who is entitled to vote?

        You are entitled to vote at the Annual Meeting if you owned the Company shares (directly in your name or in "street name," as defined below) as of the close of business on March 17, 2014,April 6, 2015, the record date for the Annual Meeting. On that date, 17,637,46117,621,932 shares of our common stock were outstanding and entitled to vote at the Annual Meeting and no shares of our preferred stock were outstanding. Each share of common stock is entitled to one vote on each proposal to properly come before the Annual Meeting.

What is the difference between holding shares directly as a stockholder of record and holding shares in "street name"?

        Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are differences between shares held of record and those held beneficially or in "street name."

        Registered Stockholders.    If your shares are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and a notice containing instructions on how to access our proxy statement and annual report online was sent directly to you. As the stockholder of record, you have the right to vote your shares as described herein.

        Beneficial Stockholders.    If your shares are held by a bank, broker or other agent as your nominee, you are considered the beneficial owner of shares held in "street name," and the notice containing instructions on how to access our proxy statement and annual report online was forwarded to you by your bank, broker or agent who is considered the stockholder of record with respect to those shares.

How can I vote my shares?

        Registered Stockholders.    If you hold shares in your own name you may vote by proxy beforein the Annual Meeting by signing and returning a completed proxy card orfollowing ways:

•

In Person.  You may vote in person at the Annual Meeting.Meeting by requesting a ballot when you arrive. You must bring valid picture identification such as a driver's license or passport and provide proof of stock ownership as of the Record Date.

Table of Contents

•

Over the Internet.  You may vote by proxy over the Internet by following the instructions provided in the Notice.



•

By Telephone.  If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by calling the toll free number found on the proxy card.



•

By Mail.  If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by completing the proxy card and returning it in the envelope provided.

        Beneficial Stockholders.    If you holdare a beneficial owner of shares held in street name, you may vote in the following ways:

•

In Person.  If you are a beneficial owner of shares held in street name and wish to vote in person at the Annual Meeting, you must obtain a "legal proxy" from the organization that holds your shares. A legal proxy is a written document that will authorize you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy.



•

Over the Internet.  You may vote by proxy over the Internet by following the instructions provided in your Notice or a voting instruction form. The availability of Internet voting may depend on the voting process of the organization that holds your shares.



•

By Telephone.  If you request printed copies of the proxy materials by mail, you will receive a voting instruction form and you may vote by proxy by calling the toll free number found on the voting instruction form. The availability of telephone voting may depend on the voting process of the organization that holds your shares.



•

By Mail.  If you request printed copies of the proxy materials by mail, you will receive a voting instruction form and you may vote by proxy by filling out the voting instruction form and returning it in the envelope provided.

        Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in street name,advance over the Internet, by telephone or, if you requested to receive printed proxy materials, by completing and mailing a proxy card or voting instruction form, so that your bank, broker or other agentshares will sendbe represented at the annual meeting, so that your vote will be counted if you aslater decide not to attend the beneficial owner, a separate package describing the procedure for voting your shares. You should follow the instructions provided by your bank, broker or agent to vote your shares.Annual Meeting.

Can I change my vote or revoke my proxy?

        Registered Stockholders.        You may change your vote or revoke your proxy at any time prior to the taking of thefinal vote at the Annual Meeting by: (i)by voting again over the Internet or by telephone, by completing, signing, dating and returning a new proxy card or voting instruction form with a later date, or by attending the Annual Meeting and voting in person. Only your latest dated proxy we receive at or prior to the Annual Meeting will be counted. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting and specifically request that your prior proxy be revoked by sending a written notice of revocation to the Corporate Secretary (at the address of the Company set forth on the first page of this Proxy Statement)

Table of Contents

2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, Texas 75261) prior to your shares being voted; (ii) delivering another duly executed proxy bearing a later date (which automatically revokes the earlier proxy); or (iii) voting in person at the Annual Meeting.

        Beneficial Stockholders.    You may change your vote by submitting new voting instructions to your bank, broker or other agent following the instructions they provided, or, if you have obtained a legal proxy from your bank, broker or other agent giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

Who will count the vote at the Annual Meeting?

        Representatives of Broadridge Financial Solutions will tabulate the vote and serve as inspector of election at the Annual Meeting.

Table of Contents

What vote is required to approve each proposal?

Item No. 1—Election of Directors. Each director will be elected by the vote of the majority of the votes cast when a quorum is present. A "majority of the votes cast" means that the number of votes cast "for" a director exceeds the number of votes cast "against" that director. "Votes cast" excludes abstentions and any votes withheld by banks and brokers in the absence of instructions from street name holders ("broker non-votes"). Your broker or nominee will not be permitted to vote on the election of directors without specific instructions as to how to vote from the beneficial owner. As a result, if you hold your shares through a broker or nominee, they will not be voted in the election of directors, unless you affirmatively vote your shares in accordance with the voting instructions provided by that institution.

Item No. 2—Advisory Vote on the Company's Executive Compensation and Item No. 4—3—Ratification of Appointment of Ernst & Young LLP. The affirmative vote of a majority of the shares present at the Annual Meeting in person or by proxy is required toto: approve, on an advisory basis, the Company's executive compensation (Item No. 2); and ratify the appointment of our independent registered public accounting firm (Item No. 4)3). Abstentions have the same effect as votes cast against Item Nos. 2 and 4.3. Broker non-votes will be voted in and for Item No. 4,3, and will have no effect on the outcome of the vote on Item No. 2.

        Item No. 3—Advisory Vote on the Frequency of Advisory Votes to Approve the Company's Executive Compensation.    The frequency of        Although the advisory vote on the Company's executive compensation (ItemItem No. 3) receiving a majority of votes cast (every one, two or three years) will be considered the frequency recommended by stockholders. Abstentions and broker non-votes have no effect on such vote.

        Although the advisory votes on Items Nos. 2 and 3 areis non-binding as provided by law, our Board will review the results of the votesvote and, consistent with our record of stockholder engagement, will take them into account in making a determination concerning executive compensation and the frequency of advisory votes on executive compensation.

Any other matter. Any other matter that properly comes before the Annual Meeting will require the approval of the majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting.

What constitutes a quorum for the Annual Meeting?

        The presence of the holders of a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum.

Table of Contents

What happens if I sign, date and return my proxy but do not specify how I want my shares voted on one or more of the proposals?

        Regardless of your form of ownership, your proxy will be counted as a vote "FOR" all of the director nominees; and "FOR" Item Nos. 2 and 4; and "1 Year" for Item No. 3.

What happens if I do not vote my shares?

        Registered Stockholders.    Your shares will not be voted at the Annual Meeting.

        Beneficial Stockholders.    Your broker or nominee may vote your shares only on those proposals on which it has discretion to vote. Your broker or nominee does not have discretion to vote your shares on non-routine matters such as the election of directors (Item No. 1) or Items Nos. 2 and 3.advisory vote on the Company's executive compensation (Item No. 2). However, your broker or nominee does have discretion to vote your shares on routine matters such as Itemratification of appointment of Ernst & Young LLP (Item No. 4.3). To be sure your shares are voted in the manner you desire, you should instruct your broker or nominee how to vote your shares.

Table of Contents

How is my proxy voted on matters not identified on the proxy form or in this Proxy Statement?

        Other than the fourthree items of business described in this Proxy Statement, our Board presently knows of no other matters to be presented for action at the Annual Meeting. Neither did we receive timely notice of any nomination for a director, nor did we receive timely notice of any other matter intended to be raised by any stockholder at the Annual Meeting. Accordingly, the proxy form confers upon the persons named on the proxy form authority to vote your shares in their discretion upon any other matter that may properly come before the Annual Meeting.

What do I need to do if I plan to attend the Annual Meeting in person?

        If you plan to attend the Annual Meeting in person, you must provide proof of your ownership of our common stock and a form of personal identification for admission to the Annual Meeting. If you hold shares in street name and you also wish to be able to vote at the Annual Meeting, you must obtain a proxy, executed in your favor, from your bank or broker. All stockholders as of the record date are invited to attend, although seating may be limited.

Who is bearing the cost of this proxy solicitation and how is the solicitation effected?

        The Company is soliciting your proxy and is paying the cost of such solicitation, including preparing this proxy statement and the proxy card and the costs of any mailing. The Company may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of these proxy materials to their principals and to request authority for the execution of proxies. The Company may reimburse such persons for their expenses in so doing.

Under what circumstances can the Annual Meeting be adjourned?

        Adjournments may be made for the purpose of, among other things, soliciting additional proxies. Any adjournment may be made from time to time by approval of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting (whether or not a quorum exists) without further notice other than by an announcement made at the Annual Meeting. We do not currently intend to seek an adjournment of the Annual Meeting.

Where can I find the voting results of the Annual Meeting?

        We will disclose voting results on a Form 8-K filed with the SEC within four business days after the Annual Meeting.

When are stockholder proposals due for inclusion in the Company's proxy statement for the 20152016 Annual Meeting of Stockholders?

        In order to be considered for inclusion in the Company's proxy materials for the 20152016 Annual Meeting of Stockholders, a stockholder proposal must be received in writing by our Company at Dex

Table of Contents

Media, Inc., 2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, TX 75261, Attention: Corporate Secretary, no later than the close of business on December 4, 2014,21, 2015, and otherwise comply with Rule 14a-8 under the Securities Exchange Act of 1934.

        Our Bylaws provide that stockholders may propose business to be conducted at an annual meeting of stockholders and/or nominate individuals to be elected to the Board of Directors at an annual meeting of stockholders if such proposal or nomination is made pursuant to timely notice in writing to the Secretary of the Company at the address set forth on the cover page of this Proxy Statement.(at 2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, Texas 75261). To be timely, a stockholder's notice shall be delivered to or mailed and received at the our principal executive offices not less than 90 days nor more than 120 days in advance of the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the 10th day following the day on which notice of the date of the annual meeting was first mailed or public disclosure of the date of the annual meeting was first made, whichever first occurs. Such stockholder's notice shall set forth all of the information described in Section 11 of our Bylaws. A copy of our Bylaws is available upon request by any of our stockholders from the Secretary of the Company.

Table of Contents

CORPORATE GOVERNANCE

Introductory Note—Merger of Dex One Corporation and SuperMedia Inc.

        On December 5, 2012, Dex One Corporation ("Dex One") entered into an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") with SuperMedia Inc. ("SuperMedia"), Newdex Inc. ("Newdex"), and Spruce Acquisition Sub, Inc., a direct wholly owned subsidiary of Newdex ("Merger Sub"). The Merger Agreement provided that, upon the terms and subject to the conditions set forth therein, (i) Dex One would merge with and into Newdex, with Newdex as the surviving entity and (ii) immediately thereafter, Merger Sub would merge with and into SuperMedia, with SuperMedia as the surviving entity, and become a direct wholly owned subsidiary of Newdex (the "Merger"). As a result of the Merger, Newdex, as successor to Dex One, would be renamed Dex Media, Inc. and become a newly listed company. The Merger Agreement further provided that if either Dex One or SuperMedia were unable to obtain the requisite consents to the Merger from their respective stockholders to consummate the transactions on an out-of-court basis, the Merger could be effected through voluntary pre-packaged plans of reorganization under Chapter 11 of Title 11 of the United States Code ("Chapter 11" or the "Bankruptcy Code"). Because neither Dex One nor SuperMedia were able to obtain the requisite consents to complete the Merger out of court, each of Dex One and SuperMedia and all of their domestic subsidiaries voluntarily filed pre-packaged bankruptcy petitions under Chapter 11 on March 18, 2013, in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") and requested confirmation of their respective joint pre-packaged Chapter 11 plans (the "Prepackaged Plans"), seeking to effect the Merger and related transactions contemplated by the Merger Agreement.

        On April 29, 2013, the Bankruptcy Court held a hearing and entered separate orders confirming each of the Prepackaged Plans. On April 30, 2013, Dex One and SuperMedia consummated the Merger and other transactions contemplated by the Merger Agreement and emerged from Chapter 11 protection. Effective with the emergence from bankruptcy and the consummation of the Merger, each share of Dex One common stock was converted into 0.2 shares of common stock of Dex Media and each share of SuperMedia common stock was converted into 0.4386 shares of common stock of Dex Media. The common stock of Dex Media was listed on the NASDAQ Stock Market. As the Merger was completed on April 30, 2013, we did not hold an annual meeting of stockholders in 2013.

Board Composition, Responsibilities and Leadership StructureBOARD COMPOSITION, RESPONSIBILITIES AND LEADERSHIP STRUCTURE

        Our Board of Directors was substantially constituted as part of the Merger. Pursuant to the terms of the Merger Agreement, following the consummation of the Merger, the Board of Directors of Dex Media consisted of ten members comprising: (i) five then-current Dex One non-employee directors, including Jonathan B. Bulkeley, Richard L. Kuersteiner, W. Kirk Liddell, Mark A. McEachen, and Alan F. Schultz, as chairman of the Board of Dex Media; (ii) four then-current SuperMedia non-employee directors designated by SuperMedia, including Thomas D. Gardner, Thomas S. Rogers, John Slater, and Douglas D. Wheat; and (iii) Peter J. McDonald then-current director and Chief Executive Officer of SuperMedia, as the President and Chief Executive Officer ("Chief Executive Officer" or "CEO") of Dex Media.

        The Board of Directors is responsible for overseeing the affairs of the Company. The Board held nine meetings since the formation of our Company on April 30, 2013 to December 31, 2013. Each director attended at least 90% of the meetings of the Board and of the standing committees on which he served since April 30, 2013. The Board currently consists of teneight directors. Our Bylaws provide, however, that the Board may increase or decrease the size of the Board and fill any vacancies. The Board held 11 meetings during 2014. Each director attended at least 90% of the meetings of the Board and of the standing committees on which they served during 2014. Our Board of Directors appointed Mr. Walsh as President and Chief Executive Officer of the Company and elected him to the Company's Board of Directors, effective upon resignation of Mr. McDonald on October 14, 2014. Mr. Walsh attended both meetings of the Board held between October 14, 2014 and December 31, 2014.

        As reflected in our Corporate Governance Guidelines, while the Board does not presently require all its members to attend annual meetings of stockholders, it does encourage its members to do so and the non-executive Chairman is expected to attend all meetings of stockholders. The Board is sensitive

Table of Contents

to stockholder access concerns and will periodically monitor and reassess this policy to ensure it remains open and available for stockholder communications. Seven of our directors attended the May 2014 annual stockholders meeting.

        The Board has determined that the appropriate leadership structure for the Board at this time is for a non-management director to serve as non-executive Chairman of the Board. The Board reserves the right to review this policy from time to time to assess whether a non-executive Chairman continues to serve the best interests of the Company and our stockholders.

        The non-executive Chairman is responsible for ensuring that the quality, quantity and timeliness of the flow of information between our management and the Board enables the Board to fulfill its functions and fiduciary duties in an efficient and effective manner. Our non-executive Chairman is elected annually by a majority of the independent directors upon a recommendation from the Corporate Governance Committee. Our non-executive Chairman presides over executive sessions of the non-employee directors following every regularly scheduled Board meeting (which sessions are not attended by management) and advises the Board, in consultation with the CEO and other independent directors, as to Board schedules and agendas. The Board has also determined that our non-executive Chairman shall be available to consult with stockholders and call meetings of the independent directors when appropriate. See our Corporate Governance Guidelines in the corporate governance section of our website at http://www.dexmedia.com/company/about/corporate/corporate-governance/ for additional information on the leadership structure of the Board.

DIRECTOR INDEPENDENCE

        Our Corporate Governance Guidelines state that the Board's objective is that at least two-thirds of the members of the Board be independent under applicable listing standards of The NASDAQ Stock Market LLC ("NASDAQ") and applicable law. To be considered "independent," the Board of Directors must make an affirmative determination, by a resolution of the Board as a whole, that the director being reviewed has no material relationship with the Company that interferes with the exercise of independent judgment in carrying out the duties of a director. In each case, the Board broadly considers all relevant facts and circumstances.

        The Board has determined that seven of eight directors standing for re-election, Jonathan B. Bulkeley, Thomas D. Gardner, W. Kirk Liddell, Thomas S. Rogers, Alan F. Schultz, John Slater, and Douglas D. Wheat, are independent under applicable NASDAQ listing standards for membership on the Board. The Board has also determined, as further described below, that each of these directors is independent under applicable SEC rules and the NASDAQ listing standards for service on the

Table of Contents

Committees of the Board on which they serve. Mr. Walsh is not an independent director because he is our President and Chief Executive Officer.

BOARD COMMITTEES

        The Board maintains three standing committees—an Audit and Finance Committee, a Compensation and Benefits Committee and a Corporate Governance Committee. Each Committee operates under a charter that has been approved by the Board. A copy of each committeeCommittee charter is posted in the corporate governance section of our website at http://www.dexmedia.com/company/about/corporate/corporate-governance/. Each Committee may delegate the authority granted to it under its charter to a subcommittee, in order to ensure compliance with legal and regulatory obligations, timely decision making or for other purposes.

        The following table below sets forth the composition of our Board committees in 2013.2014.

Audit and Finance CommitteeAUDIT AND FINANCE COMMITTEE

        The Audit and Finance Committee has overall responsibility for the integrity of our financial reporting process, including oversight of the preparation of financial statements and related financial information and the annual independent audit of such statements, as well as responsibility for our

Table of Contents

system of internal controls, internal audit process, risk assessment and management processes and compliance function. In addition, the Audit and Finance Committee has responsibility for reviewing proposed and existing financing arrangements (and compliance with governing documents) and for making recommendations to the Board regarding financing requirements for the Company and sources for such financing.

        The Audit and Finance Committee also prepares the Audit and Finance Committee Report that the SEC rules require be included in our annual proxy statement. This report is on page 4957 of this proxy statement.

        The Board of Directors has unanimously determined that Jonathan B. Bulkeley and W. Kirk Liddell, each a present memberChair of the Audit and Finance Committee, qualifyqualifies as "audit committee financial experts" and possess "accounting or related financial management expertise"expert" within the meaning of all applicable lawsthe SEC rules and regulations.satisfies financial sophistication requirements under the NASDAQ listing standards. In addition, the Board has unanimously determined that all present members of the Audit and Finance Committee are financially literate and as stated below, independent as that term is used in Item 407(a)within the meaning of regulation S-K.applicable SEC rules and the NASDAQ listing standards.

        The Audit and Finance Committee met sixeight times between April 30, 2013 and December 31, 2013.in 2014.

Compensation and Benefits CommitteeCOMPENSATION AND BENEFITS COMMITTEE

        The Compensation and Benefits Committee is responsible for the oversight of our executive and non-management director compensation practices and programs and the administration of our compensation and benefit plans for employees (including senior management) and non-management directors.

Table of Contents

        The Compensation and Benefits Committee is responsible for reviewing and approving all aspects of the compensation paid to our Chief Executive Officer, our Chief Financial Officer and the three other most highly paid executive officersCEO and our other executive officers identified as Section 16(a) reporting persons.defined in Rule 16a-1(f) under the Securities Exchange Act of 1934. The Compensation and Benefits Committee also approves all executive employment contracts and other compensatory arrangements providing for the payment of benefits following a change of control of the Company or severance following a termination of employment. See "Compensation Discussion and Analysis—Section 3—Our Compensation Decision-Making Process—Role of the Compensation and Benefits Committee" on page 22 for further details.

        The Compensation and Benefits Committee also prepares the Compensation and Benefits Committee Report that SEC rules require be included in our annual proxy statement. This report is on page 2638 of this proxy statement.

        The Board has determined that each member of the Compensation and Benefits Committee is comprised entirelyan independent director within the meaning of directors who satisfythe NASDAQ listing standards, an "outside director" under Section 162(m) of the U.S. Internal Revenue Code ("Section 162(m)") and the standards of independence established by our Board of Directors.a "nonemployee director" under Exchange Act Rule 16b-3.

        The Compensation and Benefits Committee met 2715 times between April 30, 2013 and December 31, 2013.in 2014.

Corporate Governance CommitteeCORPORATE GOVERNANCE COMMITTEE

        The Corporate Governance Committee oversees the Board candidate selection, assessment and nomination process, makes recommendations to the Board regarding corporate governance policies, guidelines and procedures and in coordination with the Audit and Finance Committee, establishes and administers policies with respect to corporate responsibility and ethical business practices.

        The Board has determined that each member of the Corporate Governance Committee is composed entirelyan independent director within the meaning of directors who satisfyapplicable NASDAQ listing standards and the standards of independence established by our Board of Directors.standards.

        The Corporate Governance Committee met sixnine times between April 30, 2013 and December 31, 2013.

Table of Contents

Special Committee

        In October 2013, our Board established a special committee of the Board of Directors, comprising Messrs. Mark A. McEachen, Thomas D. Gardner and John Slater, to assist the management in its preparation of the 2014 annual operating budget of the Company. The special committee held three meetings in 2013.2014.

Corporate Governance PrinciplesCORPORATE GOVERNANCE PRINCIPLES

        The Board of Directors has adopted policies and procedures to ensure effective governance of the Company. Our corporate governance materials, including our Corporate Governance Guidelines, the charters of each of the standing committeesCommittees of the Board and our Code of Conduct for directors, finance employees and all employees, may be viewed in the corporate governance section of our website at http://www.dexmedia.com/company/about/corporate/corporate-governance/. We will also provide without charge copies of any of the foregoing information in print upon written request of our stockholders to the Office of the Corporate Secretary, Dex Media, Inc., P.O. Box 619810, 2200 West Airfield Drive, D/FW Airport, Texas 75261.

        The Corporate Governance Committee reviews our Corporate Governance Guidelines on a regular basis and proposes modifications to the principles and other key governance practices as warranted for adoption by the Board.

Risk OversightRISK OVERSIGHT

        Senior management is responsible for identifying and prioritizing enterprise risks facing the Company. The Board of Directors, in turn, is responsible for ensuring that material risks are managed appropriately. The Board of Directors as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant Board committees. The Board and its committees regularly review material strategic, operational, financial and reporting, succession and compensation, and compliance risks with senior management. The Audit and Finance Committee is responsible for

Table of Contents

discussing our overall risk assessment and risk management practices, as set forth in the Audit and Finance Committee's charter. The Audit and Finance Committee also performs a central oversight role with respect to financial and compliance risks, and periodically reports on its findings to the full Board. In addition, the Audit and Finance Committee is responsible for assessing riskrisks related to our capital structure, significant financial exposures and our risk management and major insurance programs, and regularly evaluates financial risks associated with such programs. The Compensation and Benefits Committee considers risk in connection with its design of compensation programs for our executives.

Communications with the BoardCOMMUNICATIONS WITH THE BOARD

        Our Board welcomes communications from stockholders and other interested parties. Stockholders and other interested parties may contact the Board by writing to Peter J. McDonald,Joseph A. Walsh, President and Chief Executive Officer, and President, c/o Dex Media, Inc., 2200 West Airfield Drive, P.O. Box 619810, DFWD/FW Airport, Texas 75261. Stockholders and other interested parties may contact the independent members of our Board with any governance questions or other concerns by writing to Alan F. Schultz, Chairman of the Board, Dex Media, Inc., 2200 West Airfield Drive, P.O. Box 619810, DFWD/FW Airport, Texas 75261. In addition, any questions or concerns regarding financial reporting, internal controls, accounting or other financial matters may be forwarded to W. Kirk Liddell, Chair of the Audit and Finance Committee, c/o Dex Media, Inc., 2200 West Airfield Drive, P.O. Box 619810, DFWD/FW Airport, Texas 75261. All appropriate inquiries will be forwarded directly to the addressee. Persons wishing to submit anonymous, confidential inquiries or comments regarding the Company may do so through www.dexmedia.ethicspoint.com, our web-based reporting system, by simply following the instructions on

Table of Contents

that site. These procedures for communications between independent members of our Board and interested parties were approved by the independent and non-management members of our Board.

Director Independence

        Our Corporate Governance Guidelines state the Board's objective that at least two-thirds of the members of the Board be independent under NASDAQ listing standards and applicable law. To be considered "independent", the Board of Directors must make an affirmative determination, by a resolution of the Board as a whole, that the director being reviewed has no material relationship with the Company that interferes with the exercise of independent judgment in carrying out the duties of a director. In each case, the Board broadly considers all relevant facts and circumstances.

        The Board has determined that seven of eight directors who are standing for re-election, Jonathan B. Bulkeley, Thomas D. Gardner, W. Kirk Liddell, Thomas S. Rogers, Alan F. Schultz, John Slater, and Douglas D. Wheat, are independent under applicable NASDAQ and SEC rules. Peter J. McDonald is not an independent director because he is our President and Chief Executive Officer.

Code of ConductCODE OF CONDUCT

        Our Board has adopted a Code of Conduct applicable to our directors, senior management including the principal executive officer, principal financial officer and principal accounting officer, and all other employees. The Code of Conduct is available on our website at http://www.dexmedia.com/company/about/corporate/corporate-governance/. Any waiver of any provision of the Code of Conduct made with respect to any director or executive officer of the Company will be promptly posted on our website at the same link as the Code of Conduct itself and will be disclosed in the next periodic report required to be filed with the SEC.

Related Person TransactionsRELATED PERSON TRANSACTIONS

        The Corporate Governance Committee, in consultation with the Audit and Finance Committee, is charged with the responsibility of reviewing, approving and overseeing all transactions with related persons (as defined in the SEC regulations). The Corporate Governance Committee and the Audit and Finance Committee periodically reassessesreassess any related-person transactions entered into by the Company to ensure their continued appropriateness. This responsibility is set forth in the Corporate Governance Committee's Charter.

        The Corporate Governance Committee considersand the Audit and Finance Committee consider all relevant factors when determining whether to approve a related person transaction including, without limitation, the following:

•

the size of the transaction and the amount payable to a related person;



•

the nature of the interest of the related person in the transaction;



•

whether the transaction was undertaken in the ordinary course of business; and



•

whether the transaction involves the provision of goods or services to the Company that are available from unrelated third parties and, if so, whether the transaction is on terms and made

Table of Contents

under circumstances that are at least as favorable to the Company as would be available in comparable transactions with or involving unrelated third parties.

        On November 15, 2013,October 14, 2014, we announced the appointment of Mr. Walsh, as President and Chief Executive Officer of the Company and his election to the Company's Board of Directors. During the period from March 7, 2014 to October 7, 2014 Mr. Walsh, through his wholly-owned consulting firm, Walsh Partners, was retained by the Company as a consultant to the Board of Directors. Mr. Walsh provided consulting services with respect to, among other things, the Company's current business and strategies, and was paid $490,000 for such consulting services. The consulting arrangement was approved by the Company's Board of Directors.

        On September 9, 2014, certain subsidiaries of the Company commenced offers to repurchase bank debt below par. The offers expired on November 25, 2013September 16, 2014 and the Company successfully repurchased bank debt at eachtwo of its four operating subsidiaries and retired approximately $137.1$35 million in principal amount of bank debt for approximately $101$29 million in cash consideration. Franklin Resources, Inc. ("FRI"), and Paulson & Co. ("Paulson") and Restructuring Capital Associates, L.P. ("RCA"), entities known by the Company to beneficially own 5% or more of the Company's outstanding common stock, participated in the offers. RCA, FranklinFRI and Paulson tendered

Table of Contents

and the Company repurchased $17.7 million, $16.3 $15.0 million, and $10.3$18.1 million in bank debt, respectively. RCA, Franklin and Paulson received the proceedsMr. Slater, one of approximately $13.3 million, $12.4 million and $6.4 million, respectively.our directors, is an officer of Paulson. The bank debt repurchases were carried out in the ordinary course of business, pursuant to the terms of the Company's amended and restated credit facilities, approved by the Board of Directors, and were offered to debt holders on the same terms and conditions. The Corporate Governance Committee, in consultation with the Audit and Finance Committee, reviewed and approved these transactions.

Table of Contents

ELECTION OF DIRECTORS (ITEM NO. 1)

        The Company's by-laws provide that the number of directors will be determined by our Board of directorsDirectors from time to time, provided that the number of directors may not be less than three. The Board of Directors set the number of directors to serve on the Board after the Annual Meeting at eight directors.

        Each of our current directors is serving a term that expires at the Annual Meeting. Each of the director nominees listed below will be elected if he receives the vote of the majority of the votes cast, meaning he will be elected if he receives more "For" votes than "Against" votes. Each nominee elected as a director will continue in office until the 20152016 Annual Meeting of Stockholders and until his successor has been duly elected and qualified or until his earlier death, resignation or removal. If any nominee becomes unable to serve, proxies will be voted for the election of such other person as the Board of Directors may designate, unless the Board chooses to reduce the number of directors.

        The Corporate Governance Committee of the Board of Directors is responsible for making recommendations to the Board concerning nominees for election as directors and nominees for Board vacancies. When assessing a director candidate's qualifications, the Corporate Governance Committee considers the candidate's expertise (including industry background), independence, and integrity, as well as skills relating to operations, finance, marketing and technology. In addition, the Committee looks at the overall composition of the Board and how a candidate would contribute to the overall synergy and collaborative process of the Board. The Committee has not established specific minimum eligibility requirements for candidates other than integrity, the commitment to act in the best interests of all stockholders and ensuring that a substantial majority of the Board remains independent. Our Corporate Governance Guidelines provide that the Corporate Governance Committee will consider director candidates recommended by stockholders provided such recommendations comply with our Bylaws and the process set forth in this proxy statement. In assessing such candidates, the Corporate Governance Committee will consider the same criteria described above. See our Corporate Governance Guidelines, which may be viewed in the corporate governance section of our website at http://www.dexmedia.com/company/about/corporate/corporate-governance/, for additional information on the selection of director candidates.

        Each of the director nominees listed below is an incumbent director whose nomination to serve on the Board was recommended by the Corporate Governance Committee and approved by the Board. Each of the director nominees has indicated a willingness to serve as a director if elected.

JONATHAN B. BULKELEY

        Mr. Bulkeley, 53,54, has served on the Dex Media Board of Directors since April 2013; he previously served as a Director of Dex One Corporation ("Dex One") from January 2010 to April 2013, and was non-executive Chairman of the Dex One Board of Directors from September 2010 to August 2011. He currently serves as a member of the Compensation and Benefits Committee and the Corporate Governance Committee of Dex Media. Mr. Bulkeley also serves as the Chief Executive Officer at RealMatch Inc., a leader in the online recruitment industry selling through hundreds of local media partners. Mr. Bulkeley founded Blue Square Capital Management LLC, which operates the Blue Square Small Cap Value Fund, a hedge fund investing in global small and microcapmicro cap equities, in March 2009 and has served as its Chief Investment Officer since inception.until November 2014. Mr. Bulkeley also served as Chief Executive Officer of Scanbuy Inc., a global leader in visual navigation for the wireless industry, from March 2006 to August 2010. Mr. Bulkeley also previously has served as Chief Executive Officer of barnesandnoble.com, and Chairman and Chief Executive Officer of Lifeminders, an online direct marketing company. Mr. Bulkeley currently serves on the boardBoard of Spark Networks, Inc. During the past five years, Mr. Bulkeley has also been a directorJones, Lang, LaSalle Income Property Trust.

Table of The Reader's Digest Association, Inc. and Excelsior LaSalle Property Fund, Inc.Contents

        Mr. Bulkeley brings to the Board managementinvesting, board and operational experience with companies in all phases of business developmentgrowth. In particular, he has deep experience in overseeing and experience with our Company's businessmanaging digital media and industry.local digital media businesses.

Table of Contents

THOMAS D. GARDNER

        Mr. Gardner, 56,57, has served on the Dex Media Board of Directors since April 2013; he previously served as a Director of SuperMedia Inc. ("SuperMedia") from December 2009 to April 2013. He currently serves as the Chairman of the Compensation and Benefits Committee and as a member of the Audit and Finance Committee. He is a trustee for Guideposts, and previously served as a trustee for Northern Westchester Hospital and Reader's Digest Foundation. He served as executive vice president of Reader's Digest Association, Inc. from 2006 to 2007, and was president of Reader's Digest International from 2003 to 2007. Prior to holding those positions, he held numerous other positions with Reader's Digest Association, Inc. from 1992 to 2007, including president, North American Books and Home Entertainment; president, global marketing; senior vice president, corporate strategy and U.S. new business development; vice president, marketing, Reader's Digest USA; and director, corporate planning. From 1989 to 1992, Mr. Gardner was a management consultant for McKinsey & Co. Other experience includes time with General Foods Corporation in product management, desserts division, and with Yankelovich, Skelly and White, Inc., industrial and corporate communications division, in project management.

        Mr. Gardner's experience in the publishing industries, including his several senior positions at Reader's Digest, gives him an understanding of the opportunities and challenges associated with our business. In addition, Mr. Gardner brings an understanding of financial issues to the Board and the Audit and Finance Committee.

W. KIRK LIDDELL

        Mr. Liddell, 64,65, has served on the Dex Media Board of Directors since April 2013; he previously served as a Director of Dex One from January 2010 to April 2013. Mr. Liddell previously served as interim Principal Executive Officer of Dex One, from May 2010 to September 2010. He currently serves as the Chairman of the Audit and Finance Committee. Mr. Liddell has served as President, Chief Executive Officer and Director of Irex Corporation, the parent corporation of a specialty contracting network serving commercial, industrial, marine and residential customers, since 1984. Prior to joining Irex Corporation, Mr. Liddell was an associate at Covington & Burling in Washington, D.C., where he practiced corporate law with a focus on bank regulation, securities and antitrust.

        Mr. Liddell brings to the Board operational experience as the chief executive of a company directly interfacing with local businesses and consumers. In addition, Mr. Liddell brings an understanding of financial issues to the Board and the Audit and Finance Committee.

PETER J. MCDONALD

        Mr. McDonald, 63, has been Dex Media's president and chief executive officer and has served on the Dex Media Board of Directors since April 2013; he previously was president and chief executive officer and served as a director of SuperMedia since December 2010. From October 4, 2010 until December 9, 2010, Mr. McDonald served as SuperMedia Inc.'s interim chief executive officer. Prior to joining SuperMedia, Mr. McDonald held various positions at R.H. Donnelley Corporation (predecessor to Dex One), including as president and chief operating officer from 2004 through 2008. From 2002 to 2008, Mr. McDonald served as senior vice president and president of Donnelley Media. Mr. McDonald served as a director of R.H. Donnelley between 2001 and 2002. Previously, Mr. McDonald served as president and chief executive officer of SBC Directory Operations, a publisher of yellow pages directories, from 1999 to 2000. He was president and chief executive officer of Ameritech Publishing's yellow pages business from 1994 to 1999, when Ameritech was acquired by SBC. Prior to that, Mr. McDonald was president and chief executive officer of DonTech and served in a variety of sales positions at R.H. Donnelley, after beginning his career at National Telephone Directory Corporation. He is also a member of the board of the Local Search Association, where he previously served as Chairman.

Table of Contents

        Mr. McDonald's over 35 years of experience in the yellow pages directory advertising and publication industry gives him unique knowledge of the opportunities and challenges associated with our business. Mr. McDonald's familiarity with our business and industry and the various market participants provides invaluable insight and advice to our Board.

THOMAS S. ROGERS

        Mr. Rogers, 59,60, has served on the Dex Media Board of Directors since April 2013; he previously served as a Director of SuperMedia from 2006 to April 2013. Mr. RogersHe currently serves as presidenta member of the Compensation and chief executiveBenefits Committee. Mr. Rogers serves as President and Chief Executive officer of TiVo Inc., a provider of television-based interactive and entertainment services, a position he has held since July 2005. He also currently serves on the board of directors of TiVo Inc. Mr. Rogers previously served as chairmanChairman of the board of Teleglobe International Holdings, Ltd., a provider of international voice, data, internet and mobile roaming services, from November 2004 to February 2006. He also has served as chairmanChairman of TRget Media LLC, a media industry investment and operations advisory firm, since July 2003. Mr. Rogers served as the senior operating executive for media and entertainment for Cerberus Capital Management, a large private equity firm, from 2004 to July 2005. Prior to holding

Table of Contents

that position, he served as chairmanChairman and chief executive officerChief Executive Officer of Primedia, Inc., a print, video and online media company, from October 1999 to April 2003. From January 1987 until October 1999, Mr. Rogers held positions with the National Broadcast Company, Inc., including president of NBC Cable and executive vice president.

        As a long-term member of the board of SuperMedia Mr. Rogers has a familiarity with our business that makes him uniquely qualified to serve as a director of Dex Media. As president and chief executive officer of a public company, Mr. Rogers has significant exposure to, and we benefit from his experiences related to, the opportunities and challenges associated with our business. Additionally, his service on other public company boards allows the Company to leverage his experiences with, among other things, appropriate oversight and corporate governance matters.

ALAN F. SCHULTZ

        Mr. Schultz, 55,56, has served on the Dex Media Board of Directors since April 2013 and currently serves as the non-executive Chairman of the Board; he previously served as a Director of Dex One from 2005 to April 2013, and was non-executive Chairman of the Dex One Board of Directors from August 2011 to April 2013 and from June 2010 to September 2010. Mr. Schultz served as non-executive Chairman of the Board of Valassis Communications, Inc., a respected leader within the marketing services and promotional media industries, from January 1, 2012 to February 4, 2014, following his retirement as President and Chief Executive Officer effective December 31, 2011. From 1997 through December 2011, Mr. Schultz served as Chairman, President and Chief Executive Officer of Valassis. Prior to that, Mr. Schultz held numerous executive positions in sales, marketing, operations and finance with Valassis. He has served on the Board of Directors of the Ad Council and the American Advertising Federation. Mr. Schultz joined Valassis from Deloitte and Touche in 1984.

        Mr. Schultz brings to the Board experience as the former chief executive officer of a publicly-held marketing services company servicing both national and local businesses. Mr. Schultz also has significant experience with the Company's business and industry.

JOHN SLATER

        Mr. Slater, 40,42, has served on the Dex Media Board of Directors since April 2013; he previously served as a directorDirector of SuperMedia from January 2010 to April 2013. He currently serves as a member of the Audit and Finance Committee and the Corporate Governance Committee. Mr. Slater currently serves as a Senior Vice President at Paulson where he focuses on investments in the media, telecom and technology sectors. Mr. Slater joined Paulson in January 2009. Previously, he was a vice president at Lehman Brothers and Barclays Capital where he worked from 2004 to 2008 in the global trading

Table of Contents

strategies group, focusing on investments in the media and other sectors. Prior to Lehman Brothers and Barclays Capital, Mr. Slater was senior director, finance and strategy, at NextSet Software Inc., a financial trading systems software vendor. He started his career as an associate consultant at Burlington Consultants, a strategy consultancy based in London.

        Mr. Slater brings leadership, financial experience and a background in the media, telecom and technology industries to the Board. Mr. Slater's exposure to companies in the media, telecom and technology industries provides valuable insight to the Board regarding industry trends that affect our Company. Mr. Slater also brings to the Board the perspective of large institutional investors.

JOSEPH A. WALSH

        Mr. Walsh, 51, has joined the Company as its President and Chief Executive Officer and a member of the Board of Directors in October 2014. Prior to joining the Company, Mr. Walsh was the Chairman and Chief Executive Officer of Walsh Partners, a private company founded in 2012 that has been focused on investments and advisory services. Mr. Walsh has also served as the Executive Chairman of

Table of Contents

Cambium Learning Group, Inc., a leading educational solutions and services company, since March 2013. Mr. Walsh was previously employed by Yellowbook Inc., a digital and print marketing solutions company, from 1987 until 2011, and served as President and Chief Executive Officer and a member of its board of directors from 1993 until 2011. In 1982, Mr. Walsh co-founded IYP Publishing, a company sold in 1985 to DataNational Corporation, a leading provider for enterprise software and services. He served as Vice President of Sales at DataNational until joining Yellowbook in 1987. Mr. Walsh served as Chairman of the Local Search Association (LSA) and on the board of LSA's predecessor, the Yellow Pages Association. He was also Chairman and a long-term board member of the Association of Directory Publishers and served on the board of the Association of Directory Marketing.

        Mr. Walsh possesses substantial executive, business and operational experience relating to yellow pages directory advertising and publication industry which gives him unique knowledge of the opportunities and challenges associated with our business. Mr. Walsh's familiarity with our business and industry and the various market participants provides invaluable insight and advice to our board.

DOUGLAS D. WHEAT

        Mr. Wheat, 63,64, has served on the Dex Media Board of Directors since April 2013; he previously served as the Chairman of the Board of Directors of SuperMedia from July 2010 to April 2013, including Executive Chairman from August 2010 to December 2010. He currently serves as the Chairman of the Corporate Governance Committee. Mr. Wheat serves as Chairman of AMN Healthcare Services, Inc., one of the leading temporary healthcare staffing companies in the world.world, and as the Chairman of the Board of Overseas Shipholding Group, Inc., a market leader in global energy transportation services. Mr. Wheat previously served as a director of Playtex Products, Inc. from 1995 to 2007 (including serving as its chairman from 2004 to 2006). Mr. Wheat has served as a member of the boards of directors of Dr. Pepper/Seven-Up Companies, Inc., Thermadyne Industries, Inc., Sybron International Corporation, Smarte Carte Corporation, Nebraska Book Corporation, and ALC Communications Corporation. Since 2008, he has served as Managing Partner of Southlake Equity Group (formerly Challenger Equity Group), a private investment firm. Prior to Southlake Equity Group, he served as president of Haas Wheat & Partners, a private investment firm specializing in strategic equity investments and leveraged buyouts of middle market companies from 1992 to 2006. Mr. Wheat also held various leadership and senior management positions at Grauer & Wheat and Donaldson Lufkin & Jenrette Securities Corporation earlier in his career.

        Mr. Wheat's extensive experience serving on public company boards, including as chairman of three public boards, and his expertise in a variety of financial matters make him uniquely qualified to serve on our Board. Additionally, Mr. Wheat's experiences have provided him with critical knowledge with respect to, among other things, appropriate oversight and related actions utilized in the Board environment, including concerning corporate governance matters.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR"
THE ELECTION OF ALL OF THE DIRECTOR NOMINEES NAMED ABOVE

Table of Contents

EXECUTIVE AND DIRECTOR COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

        This Compensation Discussion and Analysis
provides a description of our compensation philosophy, the objectives of our compensation programs for executive officers, and the process that the Compensation and Benefits Committee of the Board of Directors, referred to below as the "Committee," follows to make decisions regarding executive compensation arrangements.

        This discussion and analysis of our compensation program for named executive officers should be read in conjunction with the accompanying tables and text disclosing the compensation awarded to, earned by, orand paid to, theour named executive officers.

        Compensation of the named executive officers, is determined under the Company's compensation program for senior executives. This program is governed by the Compensation and Benefits Committee of the Board of Directors, referred to below as the "Committee." While the Committee determines the compensation of all of the Company's executive officers, this discussion and analysis focuses on the executive officers listed in the Summary Compensation Table and other compensation tables that follow, referred to herein as the "Named Executive Officers" or "NEOs." The "NEOs" for 2014 include: Joseph A. Walsh, President and Chief Executive Officer; Paul D. Rouse, Executive Vice President—Chief Financial Officer and Treasurer; Del Humenik, Executive Vice President—Chief Revenue Officer; Raymond R. Ferrell, Executive Vice President—General Counsel and Corporate Secretary; Debra M. Ryan, Executive Vice President—Chief Human Resources Officer; Peter J. McDonald, former President and Chief Executive Officer (resigned effective October 14, 2014); Samuel D. Jones, former Executive Vice President—Chief Financial Officer and Treasurer (resigned effective November 14, 2014); and Frank P. Gatto, former Executive Vice President—Operations (resigned effective October 31, 2014).

We have organized the discussion into the following sections:

Executive SummarySECTION 1—BUSINESS SUMMARY AND HIGHLIGHTS

SECTION 2—CHIEF EXECUTIVE OFFICER PAY AND TRANSITION

SECTION 3—OUR COMPENSATION DECISION-MAKING PROCESS

SECTION 4—COMPENSATION PHILOSOPHY, OBJECTIVES AND PROGRAMS

SECTION 5—EXECUTIVE EMPLOYMENT AND CONSULTING AGREEMENTS

SECTION 6—OTHER COMPENSATION RELATED ITEMS

        Background.SECTION 1—BUSINESS SUMMARY AND HIGHLIGHTS

        Dex Media was formed on April 30, 2013 through the Merger which brought togethermerger of Dex One and SuperMedia, two major providers of local, social, and mobile marketing solutions to businesses in communities across the United States. Dex Media's consumer services include onlineOur mission is to be the trusted marketing partner for local businesses. 2014 was the first full year of operation for our combined company following the merger, and mobile search portalswe made progress on many fronts. Our accomplishments in 2014 included:

•

We served more than 490,000 clients from a broad, diverse set of industries and applications, as well as local printed yellow pagesoccupations;



•

We hosted 129 billion searches on our networks: DexKnows.com and Superpages.com;



•

We published more than 1,700 distinct directory titles in 42 states and distributed approximately 100 million directories white page directories, community,to businesses and companion directoriesresidences in various markets across the U.S.United States;





•

We delivered $388 million in net cash provided by operating activities;



•

We retired $381 million of bank debt; and



•

We started implementing an organizational restructuring program, designed to reorganize and strategically refocus the Company.

        In additionDecember 2014, we started implementing an organizational restructuring program designed to bringingreorganize and strategically refocus the two companies together in 2013, we experienced a challenging business environment throughout the year. Challenges included an industry trend of decreased demand for print based advertisingCompany and broader uneven economic trends impacting the Company's core retail customer segment. These trends in particular resulted in Dex Media's experiencing a decline in revenue. In addition,to transform Dex Media is highly leveraged, with long-term debt greater than revenue. Repayinginto a large portion of that debt was a key focus of our Company following the Merger.

        Dex Media's 2013 executive compensation program is best understood in the context of the Mergerleaner, nimbler and these business trends. 2013 was both a transitional and transformational year for the Company. We focused on both top-line and bottom-line performance, all while continuing our post-Merger integration activities. We redefined our strategy and worked to transform our business from a principally print-based advertising and media company to a multi-platform marketing solutions provider, introducing digital solutions that are relevant and valuable to our customers. Throughout the year, we focused on integrating two organizations, we right-sized themore competitive organization (people, facilities and resources), re-negotiated multiple key contracts and moved to single IT and financial platforms.

        Compensation Philosophy and Objectives.    Dex Media's compensation program is designed to reward executives for Company and individual performance through awards of annual and long-term incentives. Annual and long-term incentives encourage our executive officers to achieve the Company's financial, operational and strategic goals and reward individual and Company performance. Our compensation program is also intendedpositioned to be competitive with our peer companies so that we can attractthe leading multi-product marketing provider for small and retain highly qualified personnel and recognize their knowledge, skills and attributes. To increasemedium-sized businesses. The program includes the retentive powerlaunch of the compensation program, annual and long-term goals are established at challenging but achievable levels. Finally, we strive to design our compensation program to be transparent to our executive officers and to shareholders, and to evidence positive governance principles.

        2013 Compensation Design.    Following the Merger, the Committee approved an annual incentive design for the remainder of 2013 that largely replicated the annual incentive approach that had been in place previously at Dex One and SuperMedia. This annual incentive design included metrics tied to the financial plan that had been approved as part of the Merger plan. The Committee also approved long-term incentives covering 2013 through 2015 that include a strong cash component, a restrictedvirtual sales offices, enabling

Table of Contents

stock componentthe Company to eliminate field sales offices, the automation of the sales process, integration to eliminate duplicative systems, product simplifications, introduction of new sales tools and workforce reductions.

SECTION 2—CHIEF EXECUTIVE OFFICER PAY AND TRANSITION

        On October 14, 2014, we announced the retirement of Mr. McDonald, our then President and Chief Executive Officer, and the appointment of Mr. Walsh as our President and Chief Executive Officer and a Board member.

        To ensure a smooth transition, our Board worked closely with Mr. McDonald in identifying and recruiting his successor. Further to this goal, the Board retained Mr. McDonald via a consulting agreement for a 12-month period beginning in October 2014 (see "Compensation Discussion and Analysis—Section 5—Executive Employment and Consulting Agreements" for further details). Before joining Dex Media as our President and Chief Executive Officer, Mr. Walsh provided consulting services to our Board with respect to the Company's business operations and strategy from March 2014 to October 2014, through his wholly-owned consulting firm, Walsh Partners.

        Mr. Walsh's top priority is to accelerate the Company's transformation to the leading marketing services provider for small and medium-sized businesses. To help accomplish this goal, he assembled an experienced executive team combining talent from within our Company as well as some long-time colleagues from the industry. That experience will be critical to transforming the traditional print-based directory business to a digital and multi-product marketing service business (see "Proxy Summary—Changes to Our Executive Management Team" for further details). Some of the compensation strategy changes we made in 2014 are reflected in Mr. Walsh's own compensation package, which evidences heavy emphasis on performance-based compensation.

CEO Pay

        The compensation package for our current President and Chief Executive Officer, Mr. Walsh, comprises an annual base salary of $150,000 and long-term incentives valued as of their award date at $7,183,180. The long-term incentives have two components: (i) 271,000 stock options with an exercise price equal to their fair market value of the Company's common stock on the grant date of $7.54, having a total award value of $1,130,070 (using the Black-Scholes option pricing model), and (ii) 350,000 units in the Company's Value Creation Program (the "VCP") valued at $6,053,110, or $17.29 per unit, on the grant date (using a Monte Carlo simulation, a type of option pricing model). See Note 11 to the consolidated financial statements in the Company's annual report on Form 10-K for the year ended December 31, 2014, for a description of the assumptions used in the Monte Carlo simulation. The actual value to the CEO of the stock options and VCP will depend on actual results and could be higher or lower than the award value.

        These long-term incentive awards are intended to cover performance from October 14, 2014, Mr. Walsh's hire date, through the time the awards vest. The stock options will vest on December 31, 2017, subject to the terms of the applicable award agreement. The performance period for the VCP units ends on December 31, 2017, and the value of those units, if any, will be paid out in equal one-third installments on each of March 31, 2018, June 30, 2018 and December 31, 2018. The Committee currently has no plans to award Mr. Walsh additional long-term incentives prior to December 31, 2017. The annualized award value for the stock options and VCP units awarded to Mr. Walsh for the period from October 14, 2014 to December 31, 2017 is $2,186,696.

        Mr. Walsh's total compensation package is weighted heavily towards performance-based incentive awards, or pay "at risk." Below is an illustration of the fixed and variable proportions of Mr. Walsh's compensation package. For this illustration, we have annualized the expected value, based on the

Table of Contents

estimated value at the time the awards were made, of both the stock options and VCP units that Mr. Walsh received on his hire date:

Proportion of Fixed vs. Variable
Compensation

        See "Compensation Discussion and Analysis—Section 4—Compensation Philosophy, Objectives and Programs" and "Executive Compensation Tables—Grants of Plan-Based Awards" for further description of the stock option component. These programs are describedand VCP unit awards that comprise Mr. Walsh's performance-based incentives.

SECTION 3—OUR COMPENSATION DECISION-MAKING PROCESS

Stockholders Advisory Vote: "Say on Pay"

        At the Company's annual meeting of stockholders held in more detail laterMay 2014, a substantial majority (90.86%) of the votes cast on the proposal to approve executive compensation, on an advisory basis, were voted in this section.favor of the proposal. The Committee also updatedbelieves this affirms stockholders' support of the peer group usedCompany's approach to benchmark compensation for executive officers, adopted stock ownership guidelines for executive officers and non-management directors and negotiated a three year extension to the CEO's employment agreement. All of these items are described in more detail in this Compensation Discussion and Analysis.compensation.

Roles Role of the Compensation and Benefits Committee Management and Consultant

        The Committee is responsible for reviewing and making individual compensation determinations including, but not limited to, salary, annual cash incentives, long-term incentive awards of cash or stock and any other awards made to the CEO and senior management (which includes all executive officers as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934). The Committee annually reviews and approves the corporate goals, objectives, and other key measures relevant to compensation of the Company's executive officers. All key decisions are presented to the full Board for review and, in the case of the CEO, for ratification.

        The Committee receives assistance from two sources—itsreviews and approves the Company's incentive compensation and equity-based compensation plans, including the performance measures to be applied in determining incentive awards. The Committee oversees the administration of the incentive compensation and equity-based compensation plans to ensure consistency with the Committee's compensation policies, objectives, and programs with respect to plan participation, including, but not limited to, approving general size of overall awards, designating eligible participants, approving awards, appointing and reviewing the performance of plan administrators, and imposing any limitations, restrictions and conditions upon awards. The Committee also reviews performance-based awards, such as those payable under our annual and long-term incentive plans, prior to any payout to ensure that performance under the plan is sufficient to merit an award, and payments are made in accordance with the plan terms.

Table of Contents

        The Committee works with management and the Committee's independent compensation consulting firm, Semler Brossy Consulting Group LLC ("Semler Brossy"), to make pay determinations and to ensure that our programs are competitive and meet our compensation objectives (see "Compensation Discussion and Analysis—Section 4—Compensation Philosophy, Objectives and Programs" for further details).

Role of the Company's internal executive compensation staff.Committee's Compensation Adviser

        As mentioned above, the Committee has selected Semler Brossy has been retained by, andas its independent compensation adviser. Semler Brossy reports directly to the Committee and does not have any other consulting engagements with management or the Company. Specifically,The Committee has assessed the independence of Semler Brossy and concluded that its engagement of Semler Brossy did not raise any conflict of interest with the Company or any of its directors or executive officers in 2014. In making this assessment, the Committee considered the independence factors enumerated in new Rule 10C-1(b) under the Securities Exchange Act of 1934, including the fact that Semler Brossy does not provide any other services to the Company, the level of fees received from the Company as a percentage of Semler Brossy's total revenue, policies and procedures employed by Semler Brossy to prevent conflicts of interest, and whether the individual Semler Brossy advisers to the Committee own any of the Company's stock or have any business or personal relationships with members of the Committee or our executive officers.

        The Committee regularly seeks independent advice from Semler Brossy on current trends in compensation design, including overall levels of compensation, the appropriateness of peer group companies, the relative weightings of compensation elements and the value of particular performance measures on which to base compensation. Within this framework, Semler Brossy has been directed to work collaboratively with management to ensure sufficient understanding of the Company's business and compensation programs.

        With respect to compensation for Dex Media's CEO, Semler Brossy provides competitive market CEO compensation data for the Committee's consideration. In accumulating these relevant data, Semler Brossy relies on its understanding of Dex Media's business and compensation programs and its independent research and analysis. Semler Brossy does not meet with the CEO with respect to his compensation.

        For executive officers other executive officers' compensation,than the chief human resources officerCEO, our Chief Human Resources Officer works with the CEO to develop the CEO's compensation recommendations to the Committee. In developing these recommendations, the CEO considers the Company's overall performance, each individual's scope of responsibility, competitive market compensation data, individual performance, and the CEO's assessment of the individual's current and future potential contributions.

Executive Compensation Peer Group

        Semler Brossy providesassists the Committee with its independent view of the CEO'sin determining an appropriate compensation recommendations.

Compensation Positioning

        Peer Group Companies.    The Committee intends that the compensation opportunity available tobenchmarking group for our executive officers be competitive with the compensation offered by similar companies. Following the Merger in 2013,officers. In 2014, the Committee reexamined the peer group and made changes that are reflected in consultation with its independent compensation consulting firm, Semler Brossy.the table below. The Committee-approvedcurrent peer group includes companies in the Advertising (GICS Industry 25401010) and Publishing (GICS Industry 25401040) subcategories of Media companies with trailing four quarter revenues between $1.0 billion and $2.5 billion that are similarcomparable to our Company.Dex

Media. The peer group is used to provide market references in establishing the total compensation opportunity for our executive officers. For 2013,2014, this group comprised:

Table of Contents

        Target Marketplace Positioning.        The Committee's stated objective is to position an executive'sexecutive officer's target total direct remunerationcompensation opportunity assuming(base salary plus target performance,annual incentive plus target long-term incentive) within a 10% to 15% range above or belowof the median of the competitive market for the executive'sexecutive officer's position. Actual total direct remunerationOf course, actual pay will vary from year to year and may be below or above target, depending on both the Company's performance relative to our annual and long-term incentive plan metrics and the executive's performance relative to pre-established objectives.executive officer's individual performance.

        Although the Committee reviews peer group data to provide a frame of reference for decision-making, theThe Committee did not rely exclusively on peer group data in setting the terms of the 20132014 compensation programs. Similarly, the Committee did not set total direct remuneration or its component parts at levels designed to achieve a mathematically precise market position, nor is there a commitment or understanding to provide executives with compensation at any specific level, or within any specific range with respect to the peer group.

SECTION 4—COMPENSATION PHILOSOPHY, OBJECTIVES AND PROGRAMS


        Our goal for the executive compensation program is to attract, motivate, and retain a talented, entrepreneurial, and creative team of executives who will provide leadership for the Company's success in dynamic and competitive markets. Our compensation philosophy is to provide a balanced compensation program that rewards employees for the achievement of the Company's financial, operational and strategic goals. We believe that the most effective program will provide a competitive base salary with annual and long-term incentives based on performance.

        For 2014 our executive compensation programs focused on both top-line and bottom-line performance, all while working on transforming our business and positioning the Company to be the leading multi-product marketing provider for small and medium-sized businesses.

        Following the merger of Dex One and SuperMedia in April 2013, the Committee developed our 2014 compensation design and target compensation opportunities, comprising a mix of fixed and variable compensation, including base salaries and annual and long-term incentives that created a balance between annual and long-term focus. Our annual incentive design included metrics tied to the Company's financial growth plan. Long-term incentives awarded for 2014 included stock options, promotional grants of restricted stock, and performance-based cash awards, scheduled to pay out one year after the performance period ended (such performance period ended on December 31, 2014). A new long-term incentive plan, the VCP, was introduced in 2014. These programs are described in more detail below.

What We Pay and Why: Elements of Compensation

        Total direct remuneration for Dex Media'sOur executive officerscompensation program is comprised of base salary, annual incentive compensationdesigned to be competitive with companies both within and long-term incentive compensation.

        Base Salary.    Dex Media provides its executive officers an annual base salary to compensate them for services rendered during the year; base salary is a fundamental component of compensation and is necessary tooutside our industry so that we can attract and retain talented management employees. We design our compensation plans to be transparent to our executive officers.officers and to stockholders, and to evidence and support positive governance principles.

        As mentioned above, the Committee is responsible for reviewing and making individual executive officers' base salaries are reviewed annually bycompensation determinations. In consultation with management, the Committee evaluates the performance of executive officers in light of agreed upon measures and determines and approves, or recommends to the Board for approval, executive officers' compensation, including annual base salary levels, but dodoes not automatically increase these levels each year. We believe that base salary increases at the executive officer level are generally warranted when (i) the employee has had a significant increase in job responsibilities, (ii) the employee's base salary is not viewed as externally competitive or internally equitable, based on the analysis performed by the Committee's independent adviser, or (iii) individual performance and career growth support an increase to base salary.

        In August of 2013,December 2014, the Committee adjustedreviewed base salaries for our executive officers to reflect increased or changed responsibilities following the Merger. Theseand approved an increase of Mr. Ferrell's base salary levels werefrom $312,500 to $340,000, effective MayJanuary 1, 2013,2015, to coincidebring Mr. Ferrell's salary in line with his peers and within the completionmedian range of the Merger. Annualizedcompetitive market for his position. Messrs. Walsh's and Rouse's base salaries were determined in connection with their respective hiring in October and November, 2014. Based on the input received from Semler Brossy and considering that recently-hired officers' pay was reviewed and approved at the time of hire, the Committee determined that no other base salary rates for each of the NEOs beginning May 1, 2013 were:increases were warranted in 2014.

Annual Incentive Compensation (Short-term Incentive).Incentives    Dex Media provides its

        We provide our executive officers with the opportunity to earn variableannual, performance-based cash compensation under the Company'sour Short-term Incentive program (STI). The purpose of the STI is to reward executive officers for performance during a singlePlan ("STI"), which covers our fiscal year and to provide incentives for them to achieve Dex Media's annual financial and operational goals, as measured against specific performance criteria relative to Dex Media's overall business results.(the calendar year). Payouts under the STI are determined annually by the Committee based on the executive officer's target incentive and performance against pre-determined performance measures.

Table of Contents

        Annual incentive opportunities for executive officers are expressed as a percentage of base salary. The Committee follows the same benchmarking and decision-making process with respect to annual incentives as it does with base salary; reviewing publicly available data of the Company's peer group to assess the competitiveness of the executives' compensation components, as the Committee deems appropriate. The Committee may reassess the target annual incentive for each executive officer from time to time. Annualized incentive opportunitiesThe annualized base salary levels and target annual incentives for theeach of our NEOs effectivein 2014 (which comprise both current and former executive officers, as of May 1, 2013 were:indicated) were as follows:

        For 2013,

(1)

On May 27, 2014, our Board of Directors promoted Mr. Humenik to the Committee refocused the designposition of the STI for executive officers to reward Company financial performance with an emphasis on sales performance. The Company's 2012 annual incentive metrics included EBITDA and Ad Sales, each with a 50% weighting. For 2013, four metrics were included in the annual incentive plan: EBITDA; Free Cash Flow; Print Ad Sales; and Digital Ad Sales, each with a 25% weighting. Ad Sales were separated to measure Print Ad Sales and Digital Ad Sales distinctly, each with an equal weighting to EBITDA and Free Cash Flow in the annual incentive plan, which supported the goal of emphasizing sales performance.

        EachChief Operating Officer of the Company, effective May 28, 2014. As part of his promotion, Mr. Humenik's annual base salary was increased from $500,000 to $600,000 and his annual STI award opportunity increased from 70% to 85% of his base salary. Effective November 4, 2014, Mr. Humenik became the Executive Vice President—Chief

Table of Contents

2014 Annual Incentive Plan Metrics and Performance

        There were four performance metrics was assignedin our 2014 STI. Below is a description of those metrics and our threshold, target and maximum performance value. Belowlevels and respective payouts under the threshold performance level, which for all metrics was 85% of the target performance level, no incentive would be earned. Similarly, the maximum payout for any metric was 200% for performance at or above 120% of target.

        To support the plan design and facilitate the payout calculations, several breakpoints were established between threshold and target, and between target and maximum performance levels. The performance breakpoints are shown in the table below:

        Performance levels that fall in between the specified breakpoints above would result in a calculated payout based on straight-line interpolation between the two breakpoints.

Corporate Performance Metricsplan.

•1.

EBITDA:EBITDA.    This performance metric (defined as EBITDA adjusted to exclude the impact of purchase accounting adjustments, impairment charges, severance costs, merger transaction costs, post-employment benefits amortization and asset write-downs) is designed to reinforce the Company'ssupports our focus on profitable growth.improving revenue trends. It represents earnings before interest; taxes; depreciation and amortization; and other nonrecurring items, including adjustments for the impacts of acquisition accounting, merger integration costs, business transformation costs, long term incentive compensation, asset write downs, and employee benefit plan amendments. EBITDA is not defined by GAAP.



•2.

Free Cash Flow:Flow.    This performance metric (defined as cash flow from operations, less capital expenditures adjusted to exclude the impactsupports our goal of purchase accounting adjustments and cash merger transaction costs) is designed to reinforce the need to generategenerating cash to build the business, while continuing to meet allour debt requirements. It is defined as cash flow from operations, less capital expenditures. Free Cash Flow is not defined by GAAP.



•3.

Print Ad Sales:Sales.    This performance metric supports the Company's mandate to continue expansionoffering a full array of its service offerings and market presence.marketing solutions, including improved print yellow pages products.

Table of Contents

•4.

Digital Ad Sales:Sales.    This performance metric reinforces the strategic imperative to grow digital revenue and increase the Company's digital presence.

        On March 10, 20145, 2015 the Committee reviewed the Company's performance against the pre-established metrics for 2013.fiscal year 2014. The Committee determined that: EBITDA results were at 93.4%98.6% of target,

Table of Contents

resulting in a 19.3%95.2% payout for this measure; Free Cash Flow results were at 102.3%109% of target, resulting in a 27.9%131.5% payout for this measure; Print Ad Sales were at 95.1%100.5% of target, resulting in a 22.6%101.6% payout for this measure; and Digital Ad Sales results were below the threshold for anyat 94.6% of target, resulting in a 81.2% payout for this measure, i.e., 0% payout.measure. Given the performance described above, the total payout percent for the 20132014 STI Plan was 69.8%95.6% overall. The resulting incentive payments to Named Executive Officers are detailed in the table below:

2014 Special Awards

        On March 10, 2014 the Committee also approved awe granted one-time, special awardcash awards to theour Named Executive Officers in the amounts set forth below.Officers. The special awardawards for the NEOs excepting the CEO were recommended by the CEO and approved by the Committee. The special award for the CEO was recommended by the Committee and approved by the full Board. The basis forCommittee determined that these awards were warranted based on the special award was two-fold: 1)executive officers' performance in leading the integration performance (leadership in merger integration; significant results achieved in integrating each function, team, processesof Dex One and platforms) and 2) team selection and retention (has chosenSuperMedia following the right members for his/her team and has retained them post-merger; and continues to build an effective team aligned with the Company's plan for growth).merger. In approving these awards, the Committee and the Board desired to rewardrecognize the integration related performance notingsignificant achievements made in integrating the two companies, and noted that the STI, designwhile focused on four areas of operational performance.performance, did not include an effective way to recognize integration results.

Details: Long-term Incentives.Incentive Plans and Awards in 2014
    As

        Dex Media provides its executive officers with the opportunity to earn variable long-term equity and/or cash compensation under its long-term incentive plans. The purpose of the effective date of the Merger, the Company assumed all of the obligations of SuperMedia under the SuperMedia 2009 Long-Term Incentive Plan. Also as of the effective date of the Merger, the Company, as successor-in-interestthese long-term awards is to reward executive officers for performance over a longer time period and to provide incentives for them to achieve Dex One, assumed all of the obligations of Dex One under the Dex One Corporation Equity Incentive Plan, which is now known as theMedia's long-term financial and operational goals. The Dex Media, Inc. Equity Incentive Plan (the "EIP").

Table of Contents

        On September 5, 2013, the Company amended and restated the SuperMedia 2009 Long-Term Incentive Plan and adopted it in the form of the Dex Media, Inc. Amended and Restated Long-Term Incentive Plan (the "LTIP"). The LTIP and EIP are intended to advance the best interests of the Company, its affiliates, and its stockholders by providing those persons who have substantial responsibility for the management and growth of the Company and its affiliates with additional performance incentives and an opportunity to obtain or increase their proprietary interest in the Company, thereby encouraging them to continue in their employment or affiliation with the Company or its affiliates.Company. The LTIP and EIP are administered by the Committee and will terminate no later than ten years after their respective adoption.

Table of Contents

        On September 5, 2013, the Board of Directors andIn March 2014, the Committee approved a newgoals and weightings, under the Company's long-term incentive program comprised of awards of restricted stock, non-qualified stock options and long-term cash under the LTIP and EIP. Under the approved structure restricted stock and non-qualifiedNon-qualified stock options will only beare granted in 2013 for the three year period and the cash component will beis provided each year. While the Committee reserves the ability to grant equity to NEOs in 2014 and 2015, the intent of the 2013-2015 design is that no additional equity awards will be made to NEOs except in the case of a promotion or new hire.

        20132014 Restricted Stock Program.Awards to Executive Officers

        In connection with his promotion to the position of the Chief Operating Officer of the Company, effective May 28, 2014, Mr. Humenik received an additional restricted stock award of 10,000 shares. The restricted stock awards made under the LTIP and EIP vestaward vests on December 31, 2015.2016, subject to the terms of the applicable award agreement. The grant date fair value of this award was $99,900.

        In connection with his appointment as the Corporation's Executive Vice President—General Counsel and Corporate Secretary, on January 2, 2014, Mr. Ferrell received an additional restricted stock award of 8,401 shares. The restricted stock award vests on December 31, 2015, subject to the terms of the applicable award agreement. The grant date fair value of this award was $54,859.

        No other restricted stock awards were granted to our NEOs in 2014.

2014 Non-Qualified Stock Option Awards

        The following NEOs were awarded shares of restricted stock on September 5, 2013, in the following amounts on the terms and conditions set forth in their respective restricted stock award agreements:

        2013 Non-Qualified Stock Option Program.    The non-qualified stock option awards madeoptions under the LTIP and EIP, vest over four years in equal installmentswith exception of one-fourth on March 31, 2014, March 31, 2015, March 31, 2016 and March 31, 2017. The following NEOs were awardedMr. Walsh, who received a grant of non-qualified stock options on September 5, 2013, at an exercise price of $10.25,a stand-alone basis, outside the EIP, in the following amounts on the terms and conditions set forth in their respective stock option award agreements:

Table of Contents

2013-2015 Cash Long-term Incentive Plan.Plan

        On September 5, 2013,March 10, 2014, the Committee established the performance objectives and other terms for the 2014 measurement period under the Company's 2013-2015 Cash Long-term Incentive Plan (the "2013-2015 Cash LTIP"), which provides for a payment of incentive compensation to the

Table of Contents

Company's executive officers and to other eligible employees. These incentive compensation payments are determined by the Company's achievement of specified performance metrics determined at the start of each performance year.

        The 2013-2015 Cash LTIP comprises three performance periods. Each of fiscal years 2013, (post-Merger), and fiscal 2014 and 2015 represents one performance period, with 2013 measured on a pro rata basis from the effective date of the Merger through December 2013.period. If, at the end of a measurement period, the Company's performance against the specified performance metrics results in an award being payable to any participating executive officer, the payment of such award shall be made in December of the following year. Performance objectives for each of the 2014 and 2015 performance periods are determined by the Committee during the fourth calendar quarter of 2013 and 2014, respectively.

        The total target incentive opportunity for each of 2013 (pro rata), 2014 and 2015 performance periodsperiod under the 2013-2015 Cash LTIP for the following s executive officersNamed Executive Officers is set forth below:

        Under the terms of his employment agreement, our former CEO, Mr. McDonald, is entitled to receive a pro rata payout of the 2014 performance period award under the 2013-2015 Cash LTIP equal to $984,375, payable in December 2015. Pursuant to the terms of the 2013-2015 Cash LTIP and the Severance Plan, Mr. Jones' and Mr. Gatto's (our former executive officers) 2014 performance period awards were forfeited.

        For 2013,2014, performance under the 2013-2015 Cash LTIP is based on: (i) 2013 pro-forma adjusted2014 Free Cash Flow (defined as cash from operations, less additions to fixed assets and capitalized software adjusted for the impacts of certain unique items, including the historical results of SuperMedia prior to the Merger and excluding merger transaction costs)software), which comprises 50% of the total award opportunity; and (ii) 2013 fourth quarter2014 Digital Ad Sales, which comprises 50% of the total award opportunity.

        Each of these metrics was assigned a threshold, target and maximum performance and payout level. For both Free Cash Flow and 2013 fourth quarter Digital Ad Sales, the threshold performance level was set at 85% of target performance. Similarly, the maximum performance level was set at 115% of target. The payout for Free Cash Flow at or above the maximum level of performance was 125%. The maximum payout for 2013 fourth quarter Digital Ad Sales at the maximum performance level was 125%. To facilitate payout calculations, performance in between these breakpoints would be calculated

Table of Contents

using straight line interpolation (i.e., between threshold and target or between target and maximum). The table below provides the thresholds and maximums for each metric.

        On March 11, 2014,5, 2015, the Committee reviewed the Company's performance against the pre-established metrics for 2013.fiscal year 2014. The Committee determined that: 2013 fourth quarterthat 2014 Digital Ad Sales results were at 95.8%94.6% of target, resulting in a 46.5%73.2% payout, and adjusted Free Cash Flow results were at 107%109% of target, resulting in a 55.8%122.5% payout. Given the performance and relative weights described above, the total payout for the 20132014 performance period under the 2013-2015 Cash LTIP was 102.4%is 97.9% of target. The 2014 award is scheduled to pay out in December 2015.

Value Creation Program

        On October 14, 2014, our Board of Directors approved the VCP, which is designed to enable the Company to retain and award participating employees and other service providers by giving them an opportunity to receive additional compensation based on the net value creation in the Company over the course of certain performance periods. The bonus pool under the VCP represents 7% of the total value creation under the program and is comprised of 700,000 award units. To the extent not all of the units are awarded by the end of the performance period, the unallocated units will be allocated to the participating executives in proportion to the number of units awarded each executive. As of December 31, 2014, participating executives had been granted 645,000 units. Value Creation is measured as the net change over the performance period commencing October 14, 2014 and ending December 31, 2017 in the fair market value of the Company's total invested capital, including equity securities, debt securities, and bank debt; plus cash dividends and cash payments (interest and principal) to debt, but reduced by any net value contributed from external sources, in each case as determined in the manner provided by the VCP. The VCP specifies that the fair market value of total invested capital at the beginning of the performance period (October 14, 2014) and the end of the performance period (December 31, 2017) is to be determined based on the average trading prices of equity securities, debt securities, and bank debt for the 20 days preceding each date.

        The structure of the VCP bonus pool is comparable to a dividend protected employee stock option in which the exercise price of the option is reduced by the amount of any cash dividends distributed prior to the option being exercised.

        Under the terms of the VCP award notices, the awards vest in equal one-third portions on each of March 31, 2018, June 30, 2018, and December 31, 2018, subject to the employee's continuous employment with the Company through each such date, and relevant portions of the award are payable in cash within 60 days of each applicable vesting date.




Table of Contents

        The following NEOs were awarded units under the VCP in the following amounts on the terms and conditions set forth in their respective VCP award notices:

Executive Officer		Units in VCP			Percent of VCP Pool
Joseph A. Walsh			350,000			50	%
Paul D. Rouse			40,000			5.7	%
Del Humenik			20,000			2.9	%
Debra M. Ryan			25,000			3.6	%
Raymond R. Ferrell			25,000			3.6	%

        In connection with the adoption of the VCP, the Committee will not grant 2013-2015 Cash LTIP awards for the 2015 performance period.

SECTION 5—EXECUTIVE EMPLOYMENT AND CONSULTING AGREEMENTS


Joseph A. Walsh Employment Agreement


        In connection with Mr. Walsh's appointment as our President and CEO Employment AgreementChief Executive Officer, Mr. Walsh and Severance Payments

        In December 2010 SuperMediathe Company entered into an Employment Agreement, withdated as of October 14, 2014 (the "Walsh Employment Agreement"). The Walsh Employment Agreement provides for an initial term of three years, during which Mr. Walsh is entitled to an annual base salary of $150,000. Mr. Walsh is also entitled to a grant of options to purchase 271,000 shares of the Company's common stock, which vest on December 31, 2017, as well as an award of 350,000 VCP units, representing 50% of the total incentive pool under the VCP. Under the Walsh Employment Agreement, the Company also pays Mr. Walsh $2,500 per month to maintain a remote office. For a description of the material terms of the Walsh Employment Agreement, see "Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—President and CEO Employment Agreement."

Peter J. McDonald in connection with his appointment as SuperMedia PresidentEmployment Agreement; Consulting Agreement and Chief Executive Officer.Severance

        On December 19, 2013, the Company entered into an Amended and Restated Employment Agreement

Table of Contents

with Mr. McDonald in connection with his service as our President and Chief Executive Officer (the "Employment"McDonald Employment Agreement"). The McDonald Employment Agreement expires on December 31, 2016.was terminated upon Mr. McDonald's retirement effective October 14, 2014. The agreement will renew automatically for one-year periods until either party gives the other party a notice of non-renewal. The agreement providesMcDonald Employment Agreement provided for an annual base salary of $1,050,000 beginning on January 1, 2014 (and a pro-rated annual base salary of $977,000 until December 31, 2013), and Mr. McDonald is eligible to earn a target annual short-term incentive award of 100% of his base salary.

        In connection with Mr. McDonald's retirement and to ensure a smooth transition of his responsibilities, the Company and Mr. McDonald entered into a Consulting Services Agreement, dated October 14, 2014 (the "McDonald Consulting Agreement"), pursuant to which the Company will retain Mr. McDonald as a consultant for a term of twelve months, beginning on October 14, 2014. While he serves as a consultant, Mr. McDonald is not due any additional compensation beyond the severance benefits provided in the McDonald Employment Agreement. In connection with entering into the McDonald Consulting Agreement, the Company and Mr. McDonald agreed to change the payment schedule for a portion of the cash severance benefits payable to Mr. McDonald from a single lump sum, as contemplated by the McDonald Employment Agreement, to a monthly installment schedule over the 12-month consulting period. Mr. McDonald and the Company entered into the General Release Agreement, in connection with the termination his employment effective as of October 14, 2014. For a description of the material terms of Mr. McDonald's Employment Agreement,severance benefits payouts, see "Executive Compensation—Compensation Tables—Potential Payments Upon Termination or Change in Control—PresidentControl."

Table of Contents

Samuel D. Jones and CEO EmploymentFrank P. Gatto Consulting Agreements

        Mr. Jones resigned as the Company's Executive Vice President—Chief Financial Officer and Treasurer effective November 14, 2014. To ensure a smooth transition of his responsibilities, the Company and Mr. Jones entered into a Consulting Services Agreement, dated November 4, 2014 (the "Jones Consulting Agreement"), pursuant to which the Company will retain Mr. Jones as a consultant for a term of twelve months, beginning on November 14, 2014. While he serves as a consultant, Mr. Jones will receive a monthly fee of $25,000, payable on a monthly basis in arrears. The Jones Consulting Agreement provides that Mr. Jones or the Company may terminate the Jones Consulting Agreement at any time and for any reason with at least 30 days' advance written notice to the other party; provided that the foregoing notice period is not required for a termination by the Company for cause, and that if the Company terminates the consulting arrangement other than for Cause and other than as a result of Mr. Jones securing full-time employment with another employer in an executive level capacity, prior to the six-month anniversary of the date of Mr. Jones' termination of employment with the Company, the Company shall pay to Mr. Jones the remaining unpaid consulting fees that would have been paid to him through the six-month anniversary of the date of his termination of employment with the Company in cash in a single lump sum within 30 days following the termination of the Jones Consulting Agreement."

        Mr. Gatto, the Company's former Executive Vice President—Operations, resigned as an executive officer of the Company effective October 31, 2014. To ensure a smooth transition of his responsibilities, the Company and Mr. Gatto have entered into a Consulting Services Agreement, dated October 31, 2014 (the "Gatto Consulting Agreement"), pursuant to which the Company will retain Mr. Gatto as a consultant for a term of twelve months, beginning on October 31, 2014. While he serves as a consultant, Mr. Gatto will receive a monthly fee of $16,650, payable on a monthly basis in arrears. The Gatto Consulting Agreement provides that Mr. Gatto or the Company may terminate the Gatto Consulting Agreement at any time and for any reason with at least 30 days' advance written notice to the other party; provided that the foregoing notice period is not required for a termination by the Company for cause.

Severance Plan

        The Company does not have employment agreements with any executive officersNEOs except for Mr. McDonald. Messrs. Jones, Humenik, and GattoWalsh. Other NEOs are eligible to receive severance benefits and are subject to certain restrictive covenants under the SuperMedia'sDex Media Severance Plan. The Severance Plan replaces and supersedes the SuperMedia Inc. Executive Transition Plan dated asand the Dex One Corporation Severance Plan—Senior Vice President, the severance plans of May 26, 2010 (the "Executive Transition Plan"). Effective asour predecessor companies. The Severance Plan provides benefits to certain of our executives, serving in a position of Executive Vice President or a more senior position in the consummationevent of termination of their employment under the Merger,circumstances described in the Company assumed all obligations of SuperMedia under this plan.Severance Plan. The Executive TransitionSeverance Plan was designed primarily to encourage executives to remain employed bywith the Company by providing certain severance protection against involuntary termination of employment with additional severance protection applicable to a termination of employment in connection with a change in control.

        For additional information about this plan,the Severance Plan, see "Executive Compensation—Compensation Tables—Potential Payments Upon Termination or Change in Control—Executive TransitionSeverance Plan." Mr. McDonaldWalsh does not participate in, and is not entitled to receive any payments or other benefits under, the Executive TransitionSeverance Plan. Under histhe Walsh Employment Agreement, Mr. McDonaldWalsh is entitled to receive payments upon the termination of his employment under certain circumstances. These payments are described under "Potential Payments Upon Termination or Change in Control—President and CEO Employment Agreement."

Table of Contents

        Mr. Gatto and Mr. Jones received severance benefits pursuant to the Severance Plan, in the manner as provided in the Severance Plan. Mr. Gatto and the Company entered into the Separation Agreement and Release, in connection with the termination his employment effective as of October 31, 2014. For a description of payouts to Mr. Gatto pursuant to the Severance Plan, see "Executive Compensation Tables—Potential Payments Upon Termination or Change in Control." Mr. Jones and the Company entered into the Separation Agreement and Release, in connection with the termination his employment effective as of November 14, 2014. For a description of payouts to Mr. Jones pursuant to the Severance Plan, see "Executive Compensation Tables—Potential Payments Upon Termination or Change in Control."

        Effective November 4, 2014, Mr. Humenik was appointed the Company's Executive Vice President—Chief Revenue Officer with responsibility for managing sales for the Company. Under the Company's new management structure, the position of chief operating officer previously held by Mr. Humenik has been eliminated. In connection with Mr. Humenik's appointment as Executive Vice President—Chief Revenue Officer, Mr. Humenik and the Company entered into a Confirmation of Severance Protection Letter, effective as of November 4, 2014 (the "Confirmation Letter"). The Confirmation Letter provides for an extended severance protection period under the Severance Plan if the Company terminates Mr. Humenik's employment for reasons other than cause or Mr. Humenik resigns for good reason.

2013SECTION 6—OTHER COMPENSATION RELATED ITEMS

2014 Pension Benefits

        Certain of our NEOs participate in the Company sponsored pension plans, the SuperMedia Pension Plan for Management Employees, the SuperMedia Excess Pension Plan, the Dex One Retirement Account and Pension Benefit Equalization Plan. These plans provide benefits to the Named Executive Officers. These plans are frozen and neither accept new participants nor accrue additional benefits. Brief descriptions of the plans are provided below.

        The SuperMedia Pension Plan for Management Employees (the "Management Plan").    The Management Plan is a noncontributory, tax-qualified pension plan for salaried employees who previously participated in Verizon pension plans prior to SuperMedia's spin-off from Verizon in 2006. Benefits payable to NEOs are equal to 1.35% of eligible pay for each year of pension accrual service, based on the highest average annual salary during any five consecutive years of employment, up to the applicable IRS limit. Each of the Named Executive Officers who participate in the Management Plan has his or her benefits under the plan calculated under the highest average pay formula.

        Benefits under the Management Plan are payable in a lump sum or an annuity, at the participant's election. Lump sum benefits are generally equal to the greater of the participant's cash balance account or the actuarial value of the highest average pay formula, if applicable. Annuity benefits are generally equal to the greater of the actuarial value of a participant's cash balance account or the highest average pay formula, if applicable.

        Under the Management Plan, a participant must have 75 points (age plus years of service) with at least 15 years of service to be retirement eligible. For retirement-eligible participants who retire before reaching age 55, the pension benefit is reduced 3% for each year up to a maximum of 18%. Of our current Named Executive Officers, only Mr. Jones and Mr. Gatto arewere retirement eligible under this plan. Messrs. Gatto and Jones resigned as executive officers of the Company effective October 31, 2014 and November 14, 2014, respectively. Following their separation from service, in January 2015, Mr. Jones and Mr. Gatto received pension payments from the Management Plan of $1,232,364 and $1,404,414, respectively.

Table of Contents

        The SuperMedia Excess Pension Plan ("Excess Plan").    The Excess Plan is an unfunded non-qualified plan that provides supplemental retirement benefits to the participating Named Executive Officers and other eligible employees. The Excess Plan provides benefits under the same formulas as the Management Plan, but only with respect to compensation that cannot be taken into account under the Management Plan because it exceeds the applicable IRS limit. Benefits under the Excess Plan are payable in a lump sum and are paid following a participant's termination of employment. Benefits under the Excess Plan may not be paid to the participating Named Executive Officers or other key employees until at least six months following termination of their employment with the Company. Of our current Named Executive Officers, only Mr. Jones and Mr. Gatto arewere retirement eligible under this plan. Messrs. Gatto and Jones resigned as executive officers of the Company effective October 31, 2014 and November 14, 2014, respectively. Six months after their separation from service, Mr. Jones and Mr. Gatto will receive pension payments from the Excess Plan of $237,275 and $57,064, respectively.

        Dex One Retirement Account.    The Dex One Retirement Account is a non-contributory, tax-qualified defined benefit pension plan that provides benefits under a "cash balance" formula. Under this formula, pension benefits were based on the participant's notional account balance. Of our current Named Executive Officers, only Mr. Humenik has a balance in this plan.

        Dex One PBEP.    The Pension Benefit Equalization Plan of Dex One ("Dex One PBEP"), is an unfunded, non-qualified plan that covers participants in the Dex One Retirement Account whose benefits under the Dex One Retirement Account were limited by the qualified plan rules. Dex One PBEP benefits were based on the participant's notional account balance. The participant's notional account balance under the Dex One PBEP is equal to the excess of (1)(i) the participant's "uncapped" notional account balance determined in accordance with the Dex One Retirement Account disregarding the Internal Revenue Code Section 415 limit on benefits and Section 401(a)(17) limit on compensation, over (2)(ii) the participant's notional account balance under the Dex One Retirement Account. We will pay the benefits from our general assets in the form of a lump sum that is equivalent to the Dex One PBEP notional account balance. Of our current Named Executive Officers, only Mr. Humenik has a balance in this plan.

401(k) plans

        FollowingOur NEOs participated in the Merger, our NEOs were eligible to participate informer SuperMedia Savings Plan during 2014. On December 31, 2014 we merged the Dex One 401(k) Savings Plan and the SuperMedia Savings Plan to form Dex Media Inc., Savings Plan. Participants couldcan elect to contribute to this plan on a pre-tax, and/post-tax or post-taxRoth basis and receive a Company matching contribution of up toat 100% on the first 3% of eligible compensation, which includesemployee contributions (includes base salary and annual short-term incentives, subject to applicable Internal Revenue Service limitations.limitations) and 50% on the next 3% of eligible employee contributions for an effective maximum match rate of 4.5%. Management employees are eligible for an additional Company matching contribution under the plan of up to 3% of eligible compensation if Company performance criteria, established bycompensation. Although the Committee, are met. Since 2011, based on the Company's relative achievement against these measures, the Committee determined that no supplemental contributions would be made, although the plan still allows for the discretionary match. Effective January 1, 2014, the Company will provide a Company match, at 100% on the first 3% of eligible employeeno supplemental contributions and 50% on next 3% of eligible employee contributions for an effective maximum match rate of 4.5%.have been made since 2011.

Benefit Programs and Perquisites

        Benefits are part of the overall competitive compensation program designed to attract and retain employees, including executives. The NEOs participate in the same benefit programs as the general employee population, with certain additional benefits made available to them, including annual physical examinations, financial planning resources and services and flexible allowances, as described in footnote (i) to the Summary Compensation Table below. The perquisites and otherIn December 2014, the Committee reviewed the levels of personal benefits provided by the Company to the NEOs are consistent with the Company's philosophy of attracting and retaining exemplary executive talent and include annual physical examinations, financial planning resources and services and flexible allowances. The Company provides perquisites and other personal benefits becausedetermined that it is in the best interestsinterest of the Company and its stockholders.stockholders to discontinue the financial counseling program effective May 1, 2015, and cash allowance effective December 31, 2014. The Committee periodically reviews the levels of perquisites and other personal benefits providedagreed to the NEOs.maintain annual physical

Table of Contents

examinations' benefit, which provides eligible executives with a comprehensive medical examination once per year. The cost of this program to the Company is $2,000 per participant. The Committee will continue to periodically review and evaluate personal benefits provided to the NEOs.

Business Protection Terms

        The named executivesNamed Executive Officers are subject to significant contractual restrictions intended to prevent them from taking actions that could potentially harm the business, particularly after termination of employment. These business protections include obligations not to compete, not to hire away employees, not to interfere with relationships with suppliers and customers, not to disparage Dex Media, not to reveal confidential information, and to cooperate with the Company in litigation. Business protection provisions are included in the Company's Code of Conduct, Mr. McDonald'sthe Walsh Employment Agreement and standard form releases that are required to be executed before the Company makes severance payments to any employee, including executive officers.

Tax Deductibility

        Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount of compensation the Company may deduct for federal income tax purposes in any one year with respect to the chief executive officer and the next four most highly compensated officers (excluding the principal financial officer) who were serving as executive officers as of the last day of the applicable year. Performance basedPerformance-based compensation that meets certain requirements is excluded from this limitation.

        The Committee considers the anticipated tax treatment to the Company and to our executive officers of various payments and benefits. However, the deductibility of certain compensation payments depends upon the timing of an executive's vesting or exercise of previously granted awards, as well as interpretations and changes in the tax laws and other factors beyond the committee's control. For these and other reasons, including the need to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Committee will not necessarily, or in all circumstances, limit executive compensation to that which is deductible under Section 162(m) and has not adopted a policy requiring that all compensation be deductible.

        The Committee will also consider various practicable alternatives to preserving the deductibility of compensation payments and benefits to the extent consistent with its other compensation objectives. The Committee may establish performance criteria in an effort to ensure the deductibility of short-term cash incentives and also the deductibility of compensation resulting from equity awards made under the long-term incentive plan. Base salary does not qualify as performance basedperformance-based compensation under Section 162(m).

Stock Ownership Guidelines

        Our Board of Directors has implemented stock ownership guidelines applicable to both the Company's executive officers and directors. The Executive Stock Ownership Guidelines (the "Executive Guidelines") apply to the President and CEO and Executive Vice Presidents of the Company who are also subject to Section 16 ofour other executive officers as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934.1934 (the "Covered Executives"). Under thesethe Executive Guidelines, the covered executivesCovered Executives are required to hold 60% of the net shares (after tax) they receive upon the vesting of any incentive award granted after August 1, 2013, that is denominated in, and ultimately settled in, shares or units of common stock of the Company. The Director Stock Ownership Guidelines (the "Director Guidelines") apply to all of our non-management directors. TheseThe Director Guidelines provide that the non-management directors are required to hold a minimum of 10,000 shares or units of common stock of the Company granted after August 1, 2013, as equity awards to non-management directors, and until the minimum 10,000-share threshold has been achieved and the

Table of Contents

non-management directors are prohibited from selling shares or units of common stock of the Company, except to the extent required to pay taxes on applicable equity grants.

Hedging Transactions

        As part of the Company's Code of Conduct, we have a policy prohibiting employees from engaging in transactions involving risks associated with the fluctuations in the Company's share price.

Table of Contents

Risk Considerations

        The Committee conducted an assessment of the Company's compensation policies and practices to identify any potential risk arising from such policies and practices that could be reasonably likely to have a material adverse effect on the Company. The assessment covered all compensation elements and included an analysis of overall compensation costs (total costs, variable incentive costs vs. fixed compensation costs), compensation plan participation by employee group, metrics and performance goals. No potential risks that could be reasonably likely to have a material adverse effect were identified.

Compensation and Benefits Committee ReportCOMPENSATION AND BENEFITS COMMITTEE REPORT

        The Compensation and Benefits Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement and, based on such review and discussions, has recommended to the Board (and the Board has accepted such recommendation) that the Compensation Discussion and Analysis be included in this proxy statement.

        This Compensation and Benefits Committee Report shall not be deemed to be "filed" with the SECSecurities and Exchange Commission or subject to Section 18 of the Securities Exchange Act of 1934.

Compensation and Benefits Committee

Thomas D. Gardner, Chairman
Mark A. McEachen        Jonathan B. Bulkeley
Richard L. Kuersteiner
Thomas S. Rogers

Table of Contents

Executive CompensationEXECUTIVE COMPENSATION TABLES

        The following tables and accompanying narrative should be read in conjunction with "Compensation Discussion and Analysis" above.summarize the 2014 compensation of our Named Executive Officers.

Summary Compensation TableSUMMARY COMPENSATION TABLE

        The following table summarizes the 2013 post-Merger compensation of our NEOs including: Peter J. McDonald, President and Chief Executive Officer; Samuel D. Jones, Executive Vice President—Chief Financial Officer and Treasurer; Del Humenik, Executive Vice President—Sales and Marketing; Frank P. Gatto, Executive Vice President—Operations; Matthew J. Stover, former Executive Vice President—Marketing, and Cody Wilbanks, former Executive Vice President—General Counsel and Corporate Secretary. Mr. Wilbanks resigned as the Company's Executive Vice President—General Counsel and Corporate Secretary, effective as of August 1, 2013. Mr. Stover resigned as the Company's Executive Vice President—Marketing, effective January 3, 2014.