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

SCHEDULE 14A


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

Filed by the Registrant ☒       Filed by a Party other than the Registrant  ☐
Check the appropriate box:
☐
Filed by the Registrantý

Filed by a Party other than the Registranto

Check the appropriate box:

o

Preliminary Proxy Statement
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o


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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ý

Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12

THRYV HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
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DEX MEDIA, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý

No fee required.

o
 ☐

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
​(4)​
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(4)
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Proposed maximum aggregate value of transaction:
​(5)​
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(5)
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Total fee paid:

o

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 ☐
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Fee paid previously with preliminary materials.

o
 ☐

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


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(1)​
(1)

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Amount Previously Paid:
​(2)​
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(2)
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Form, Schedule or Registration Statement No.:
​(3)​
Filing Party:
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​(4)​
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Filing Party:
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(4)
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Date Filed:
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LOGO

April 17, 2015

Dear Stockholders:

        I am pleased


Letter to invite youStockholders
TO OUR STOCKHOLDERS:
You are cordially invited to attend the 20152021 Annual Meeting of Stockholders ("Annual Meeting") of Dex Media,Thryv Holdings, Inc. (the "Company" or "Dex Media"), which is our first annual meeting of stockholders as a public company and which will be held virtually at our D/FW headquarters, locatedhttps://www.virtualshareholdermeeting.com/THRY2021 on June 9, 2021 at 2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, Texas 75261, on Thursday, May 28, 2015,10 a.m. Central Time. Due to COVID-19, the Annual Meeting will be held in a virtual meeting format only and you will not be able to attend in person. Instructions for accessing the virtual meeting platform online are included in the proxy statement for this meeting.
The matters expected to be acted upon at 9 a.m. local time. The attachedthe Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement will guide you through the items of business to be conducted at thestatement. The Annual Meeting and provide details regardingmaterials include 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,

GRAPHIC


Joseph A. Walsh
Chief Executive Officer

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LOGO


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on May 28, 2015


Dear Stockholders:

        We are pleased to invite you to attend the 2015 Annual Meeting (the "Annual Meeting") of Stockholders of Dex Media, Inc. (the "Company," "Dex Media," "we," "us" or "our") to be held on Thursday, May 28, 2015, at 9:00 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 2016 Annual Meeting of Stockholders;

    2.
    To approve, on an advisory basis, the Company's executive compensation;

    3.
    To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2015; and

    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 April 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 furnishing proxy materials to our stockholders primarily over the Internet, 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. On or about April 17, 2015, we mailed a Notice of Internet Availability of Proxy Materials to our stockholders containing instructions on how to access the proxy statement, our annual report, 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.

card.
By Order of the Board of Directors,




GRAPHIC
Raymond R. Ferrell
Executive Vice President,
General Counsel and Corporate Secretary

D/FW Airport, Texas
April 17, 2015


IMPORTANT

Your vote is important. Whether or not you plan to attend the Annual Meeting in person, we encourage you to read this proxy statement andvirtually, please cast your vote promptly over theas soon as possible by Internet, by telephone or, if you requested to receive printedreceived a paper proxy materials,card and voting instructions by mail, by completing and mailing areturning the enclosed proxy card or voting instruction form, soin the postage-prepaid envelope to ensure that your shares will be representedrepresented. Your vote by written proxy will ensure your representation at the Annual Meeting. Please reviewMeeting regardless of whether you attend virtually. Returning the proxy does not affect your right to attend the Annual Meeting virtually or to vote your shares virtually during the Annual Meeting.

Sincerely,

Lesley Bolger
VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 9, 2021. THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT https://www.virtualshareholdermeeting.com/THRY2021.

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2200 West Airfield Drive
P.O. Box 619810
DFW Airport, Texas 75261
TIME AND DATE:
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June 9, 2021 at 10 a.m. Central Time
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PLACE:
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Our Annual Meeting will be a virtual stockholder meeting, conducted via live audio webcast, a format designed to increase stockholder access, reduce the environmental impact of a physical meeting, save Thryv and our stockholders time and money and, during the current global pandemic, ensure the safety of participants. In addition to online attendance, this format provides stockholders with the opportunity to hear all portions of the official meeting, submit written questions during the meeting, and vote online during the open poll section of the meeting. You are invited to attend the live webcast of our meeting, vote your shares and submit questions at www.virtualshareholdermeeting.com/THRY2021. To join the meeting, you will need the 16-digit control number that is printed on your Notice Regarding the Availability of Proxy Materials (“Notice”). When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 9:45 a.m., Central Time, on June 9, 2021. If a bank, brokerage firm, or other nominee holds your shares, you should contact that organization for additional information.
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ITEMS OF BUSINESS:
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1.
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Elect three Class I directors of Thryv Holdings, Inc., each to serve a three-year term expiring at the 2024 annual meeting of stockholders and until such director’s successor is duly elected and qualified.
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2.
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Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
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3.
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Approve, on a non-binding advisory basis, the compensation of our named executive officers.
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4.
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Select, on a non-binding advisory basis, whether future advisory votes on the compensation paid by us to our named executive officers should be held every one, two, or three years.
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5.
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Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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RECORD DATE:
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Only stockholders of record at the close of business on April 13, 2021 are entitled to notice of, and to attend and vote at, the Annual Meeting and any adjournments or postponements thereof.
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PROXY VOTING:
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On or about April 28, 2021, we will mail to stockholders of record as of the Record Date (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice with instructions for accessing our proxy materials and voting instructions over the Internet, by telephone, or by mail. We expect that our proxy statement and other proxy materials will be available to stockholders on this same date. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
This Notice of the Annual Meeting, proxy statement, and form of proxy are being first distributed and made available to stockholders on eachor about April 28, 2021.
WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY THROUGH THE INTERNET OR BY TELEPHONE OR REQUEST AND SUBMIT YOUR PROXY CARD AS SOON AS POSSIBLE, SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
By Order of your voting options described inthe Board of Directors,

Lesley Bolger
VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary
April 28, 2021

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PROXY STATEMENT FOR 2021 ANNUAL MEETING OF STOCKHOLDERS
INFORMATION ABOUT SOLICITATION AND VOTING
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2
INTERNET AVAILABILITY OF PROXY MATERIALS
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2
GENERAL INFORMATION ABOUT THE MEETING
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2
CORPORATE GOVERNANCE
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6
NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS
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10
PROPOSAL NO. 1 ELECTION OF DIRECTORS
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11
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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15
REPORT OF THE AUDIT COMMITTEE
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16
EXECUTIVE OFFICERS
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17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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19
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
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22
EXECUTIVE COMPENSATION
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23
PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
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43
PROPOSAL NO. 4 NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
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44
ADDITIONAL INFORMATION
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45
OTHER MATTERS
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46
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PROXY STATEMENT
FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS
INFORMATION ABOUT SOLICITATION AND VOTING
The accompanying proxy is solicited on behalf of the board of directors of Thryv Holdings, Inc. for use at our 2021 Annual Meeting of Stockholders, or Annual Meeting, to be held virtually at www.virtualshareholdermeeting.com/THRY2021 on June 9, 2021 at 10 a.m. Central Time, and any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials and this proxy statement as well asfor the Annual Meeting, or Proxy Statement, and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about April 28, 2021. An annual report for the fiscal year ended December 31, 2020 is available with this Proxy Statement by following the instructions in the Notice of Internet Availability of Proxy Materials you receivedMaterials. In this Proxy Statement, we refer to Thryv Holdings, Inc. as “Thryv,” “Company,” “we,” or “us.” References to our website in this Proxy Statement are not intended to function as hyperlinks and the mail.

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information contained on our website is not intended to be incorporated into this Proxy Statement.


TABLEINTERNET AVAILABILITY OF CONTENTS

PROXY MATERIALS

General Information about the Annual Meeting and Voting

1

Proxy Summary

2

Questions and Answers about the Annual Meeting and Voting

7

Corporate Governance

11

Board Composition, Responsibilities and Leadership Structure

11

Director Independence

11

Board Committees

12

Corporate Governance Principles

13

Risk Oversight

13

Communications with the Board

14

Code of Conduct

14

Related Person Transactions

14

Election of Directors (Item No. 1)

16

Executive and Director Compensation

20

Compensation Discussion and Analysis

20

Section 1—Business Summary and Highlights

20

Section 2—Chief Executive Officer Pay and Transition

21

Section 3—Our Compensation Decision Making Process

22

Section 4—Compensation Philosophy, Objectives and Programs

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Section 5—Executive Employment and Consulting Agreements

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Section 6—Other Compensation Related Items

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Compensation and Benefits Committee Report

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Executive Compensation Tables

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Summary Compensation Table

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Grants of Plan-Based Awards Table—Fiscal 2014

41

Additional Information Relating to Summary Compensation Table and Grants of Plan-Based Awards Table

41

Outstanding Equity Awards at Fiscal Year-End—Fiscal 2014

43

Option Exercises and Stock Vested—Fiscal 2014

44

Pension Benefits—Fiscal 2014

44

Potential Payments Upon Termination or Change in Control

45

Compensation and Benefits Committee Interlocks and Insider Participation

51

Director Compensation

51

Advisory Vote Approving the Company's Executive Compensation (Item No. 2)

54

Stock Ownership Information

55

Stock Ownership of Certain Beneficial Owners and Management

55

Section 16(a) Beneficial Ownership Reporting Compliance

56

Audit and Finance Committee

57

Audit and Finance Committee Report

57

Principal Accountant Fees and Services

57

Ratification of Appointment of Independent Registered Public Accounting Firm for 2015(Item No. 3)

59

Householding of Materials

60

Other Information

60

How to Raise a Matter at a Meeting or Nominate Members of the Board of Directors

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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 connectionIn accordance with the solicitation of proxies by the Board of Directors (the "Board") of Dex Media, Inc. (the "Company," "Dex Media," "we," "us" or "our") for use at the Company's 2015 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 April 6, 2015, are entitled to vote at the Annual Meeting. Each holder of record as of April 6, 2015, is entitled to one vote for each share of common stock held. On April 6, 2015, there were 17,621,932 shares of common stock outstanding.

        Pursuant to "notice and access" rules adopted by theU.S. Securities and Exchange Commission, ("SEC"),or SEC, rules, we are using the Company has elected to provide access to itsInternet as our primary means of furnishing proxy materials over the Internet. Accordingly, on or about April 17, 2015, materials for the Annual Meeting, including thisto stockholders. Consequently, most stockholders will not receive paper copies of our proxy statement and the Company's 2014 Annual Report, are being made available to allmaterials. We will instead send these stockholders entitled to vote at the Annual Meeting. We also mailed a Notice of Internet Availability of Proxy Materials (the "Notice")with instructions for accessing the proxy materials, including our Proxy Statement and annual report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose. We believe this rule makes the proxy distribution process more efficient, less costly, and helps in conserving natural resources.

GENERAL INFORMATION ABOUT THE MEETING
PURPOSE OF THE ANNUAL MEETING
You are receiving this Proxy Statement because our board of directors is soliciting your proxy to vote your shares at the Annual Meeting with respect to the proposals described in this Proxy Statement. This Proxy Statement includes information that we are required to provide to you pursuant to the rules and regulations of the SEC and is designed to assist you in voting your shares.
RECORD DATE; QUORUM
Only holders of record of our common stock at the close of business on April 13, 2021, or about April 17, 2015,the Record Date, will be entitled to allvote at the Annual Meeting. At the close of business on the Record Date, we had 33,127,667 shares of common stock outstanding and entitled to vote. For ten days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting. This Notice includes (i) instructions on howMeeting will be available for examination by any stockholder for any purpose relating to access our proxy materials electronically, (ii) the date, time and location of the Annual Meeting (iii)during ordinary business hours at our headquarters, at 2200 West Airfield Drive, DFW Airport TX 75261. If, due to COVID-19, our headquarters are closed during the ten days prior to the Annual Meeting, a descriptionstockholder may send a written request to our VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary at 2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas, 75261, and we will arrange a way for the stockholder to inspect the list.
The holders of a majority of the matters intendedvoting power of the shares of our common stock entitled to be acted uponvote at the Annual Meeting (iv) a listas of the materials being made available electronically, (v) instructions on how a stockholder can requestRecord Date must be present at the Annual Meeting in order to receive paper or e-mail copies of the proxy materials, (vi) any control/identification numbers that a stockholder needs to access the proxy, and (vii) information about attendinghold the Annual Meeting and votingconduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person. We encourage our stockholders to take advantageperson at the Annual Meeting or if you have properly submitted a proxy.
VOTING RIGHTS; REQUIRED VOTE
In deciding all matters at the Annual Meeting, as of the availabilityclose of business on the Record Date, each share of common stock represents one vote. We do not have cumulative voting rights for the election of directors. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank, trustee, or other nominee.
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Stockholder of Record: Shares Registered in Your Name. If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare, Inc., then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote by telephone, through the Internet or, if you request or receive paper proxy materials, overby filling out and returning the Internetproxy card.
Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If, on the Record Date, your shares were held in an account with a brokerage firm, bank, or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to help lowerdirect your nominee on how to vote the costsshares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of delivery and reducerecord for purposes of voting at the environmental impactAnnual Meeting. Because you are not the stockholder of our Annual Meeting.

        No business can be conductedrecord, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

Each director will be elected by a plurality of the votes cast, which means that the three individuals nominated for election to our board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected. You may vote “FOR ALL”, “WITHHOLD ALL”, or vote “FOR ALL EXCEPT” one or more of the nominees you specify. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 will be by the affirmative vote of the 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,meeting and entitled to vote on the only mattersmatter. The compensation of our named executive officers will be approved by non-binding advisory vote by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter. The non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of our named executive officers will provide stockholders with the opportunity to choose among four options with respect to this proposal. You may vote for holding the non-binding advisory vote to approve the compensation of our named executive officers every “1 YEAR,” “2 YEARS,” “3 YEARS,” or vote for “ABSTAIN.” The frequency receiving the greatest number of votes cast by stockholders will be brought beforethe outcome of the non-binding advisory vote of our stockholders.
RECOMMENDATIONS OF OUR BOARD OF DIRECTORS ON EACH OF THE PROPOSALS SCHEDULED TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL
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BOARD
RECOMMENDATION
PROPOSAL 1
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The election of the Class I directors named in this Proxy Statement
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For All Nominees
PROPOSAL 2
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The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021
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For
PROPOSAL 3
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Non-binding advisory vote on the compensation of our named executive officers
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For
PROPOSAL 4
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To hold future non-binding advisory votes on the compensation of our named executive officers every “1 YEAR”
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For Every “1 Year”
ABSTENTIONS; BROKER NON-VOTES
Abstentions occur when shares present at the Annual Meeting are marked “Abstain.” Under Delaware law, abstentions are counted as present and entitled to vote for purposes of determining whether a quorum is present. Abstentions are considered shares present and entitled to vote on Proposal No. 2 and Proposal No. 3, and, thus, will have the same effect as a vote “Against” Proposal No. 2 and Proposal No. 3. At the Annual Meeting, withhold votes will have no effect on Proposal No. 1 and abstentions will have no effect on Proposal No. 4.
Broker non-votes occur when shares held by a broker for a beneficial owner are not voted because the broker did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. Under Delaware law, broker non-votes are counted as present and entitled to vote for purposes of determining whether a quorum is present. However, brokers have limited discretionary authority to vote shares that are beneficially owned. While a broker is entitled to vote shares held for a beneficial owner on “routine” matters
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without instructions from the beneficial owner of those referredshares, absent instructions from the beneficial owner of such shares, a broker is not entitled to in this proxy statement.vote shares held for a beneficial owner on “non-routine” matters. At our Annual Meeting, only Proposal No. 2 is considered a routine matter and brokers have discretionary authority to vote shares that are beneficially owned on Proposal No. 2. If any additional matters area broker chooses not to vote shares for or against Proposal No. 2, it would have the same effect as a vote “Against” Proposal No. 2. The other proposals presented at the Annual Meeting are non-routine matters and therefore broker non-votes are not deemed to be shares entitled to vote on and will have no effect on Proposal No. 1, Proposal No. 3 and Proposal No. 4.
VOTING INSTRUCTIONS; VOTING OF PROXIES
VOTE BY INTERNET
AT THE ANNUAL MEETING
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VOTE BY TELEPHONE
OR INTERNET
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VOTE BY MAIL
You may vote via the virtual meeting website—any stockholder can attend the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/
THRY2021, where stockholders may vote and submit questions during the meeting. The meeting starts at 10 a.m. Central Time. Please have your 16-Digit Control Number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com.
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You may vote by telephone or through the Internet—in order to do so, please follow the instructions shown on your proxy card.
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You may vote by mail—if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign, and date the enclosed proxy card and promptly return it in the envelope provided or, if the envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717. Your completed, signed, and dated proxy card must be received prior to the Annual Meeting.
Votes submitted by telephone or through the persons named as proxies mayInternet must be received by 11:59 p.m. Eastern Time on June 8, 2021. Submitting your proxy, whether by telephone, through the Internet or, if you request or receive a paper proxy card, by mail will not affect your right to vote at the Annual Meeting should you decide to attend the Annual Meeting virtually. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct your nominee on how to vote your shares in their discretion.

shares. Your vote is important. Whether or not you plan to attend the Annual Meeting, we hopeurge you to vote by proxy to ensure that your vote is counted.

All proxies will vote as soon as possible. You may vote overbe voted in accordance with the Internet, as well as by telephone, or, ifinstructions specified on the proxy card. If you requested to receive printed proxy materials, by completing and mailingsign a physical proxy card or voting instruction form, so thatand return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be represented atvoted in accordance with the recommendations of our board of directors stated above.
If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting. Please review
If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each proxy card and vote each proxy card by telephone, through the Internet, or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign, and return each proxy card you received to ensure that all of your voting options describedshares are voted.
We recommend that you vote your shares in this proxy statement,advance of the meeting as well as in the Notice you received in the mail.

        Also, please let us knowinstructed above, even if you plan to attend the Annual Meeting virtually.

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REVOCABILITY OF PROXIES
A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the Annual Meeting by:
delivering to our VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary by markingmail a written notice stating that the appropriate box onproxy is revoked;
signing and delivering a proxy bearing a later date;
voting again by telephone or through the enclosedInternet; or
attending virtually and voting during the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).
Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to revoke a proxy, card, if you requestedmust contact that firm to receive printedrevoke any prior voting instructions.
EXPENSES OF SOLICITING PROXIES
We will pay the expenses of soliciting proxies, including preparation, assembly, printing, and mailing of this Proxy Statement, the proxy, and any other information furnished to stockholders. Following the original mailing of the soliciting materials, we and our agents, including directors, officers, and other employees, without additional compensation, may solicit proxies by mail, email, telephone, facsimile, by other similar means, or in person. Following the original mailing of the soliciting materials, we will request brokers, custodians, nominees, and other record holders to forward copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In such cases, we, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you choose to access the proxy materials or if you vote by telephone or overthrough the Internet, you are responsible for any Internet access charges you may incur.
VOTING RESULTS
Voting results will be tabulated and certified by indicating your plans when prompted.

the inspector of elections appointed for the Annual Meeting. The preliminary voting results will be announced at the Annual Meeting. The final results will be tallied by the inspector of elections and filed with the SEC in a current report on Form 8-K within four business days of the Annual Meeting.
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CORPORATE GOVERNANCE
Since our direct listing on October 1, 2020, we have been committed to good corporate governance practices. These practices provide an important framework within which our board of Contents


PROXY SUMMARY

        This summary includes highlightsdirectors and management can pursue our strategic objectives for the benefit of our proxy materials for your reference. This summary does not include allstockholders.

INDEPENDENCE OF DIRECTORS
The listing rules of the Nasdaq Stock Market LLC, or Nasdaq, generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of our audit, compensation, and nominating and corporate governance committees be independent.
Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors has determined that you should consider, so please readJason Mudrick, Amer Akhtar, Bonnie Kintzer, Ryan O’Hara, John Slater, Lauren Vaccarello and Heather Zynczak do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of Nasdaq. In making these determinations, our entire proxy statement before you vote.

board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them.

BOARD LEADERSHIP STRUCTURE
Though our board of directors has no formal policy with respect to the separation of the offices of Chairman and the Chief Executive Officer, currently, the roles are separate with Jason Mudrick serving as Chairman of our board of directors and Joseph Walsh serving as our Chief Executive Officer. The Chief Executive Officer is responsible for setting the strategic direction for our Company and the day-to-day leadership and performance of our Company and sets the agenda for board of directors meetings, while the Chairman provides guidance to the Chief Executive Officer, and presides over meetings of the full board of directors . We believe that separation of the positions of the Chairman and Chief Executive Officer reinforces the independence of our board of directors in its oversight of the business and affairs of our Company. We believe that the leadership structure of our board of directors is appropriate and enhances its ability to effectively carry out its roles and responsibilities on behalf of our stockholders.
COMMITTEES OF OUR BOARD OF DIRECTORS
Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below.
 
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2015 ANNUAL MEETINGTABLE OF STOCKHOLDERS
CONTENTS

Date:    May 28, 2015

Time:    9:00 a.m.

Each of these committees has a written charter approved by our board of directors. Copies of the charters for each committee are available, without charge, upon request in writing to Thryv Holdings, Inc., local time

Place: 2200 West Airfield Drive, P.O. Box 619810, D/FWDFW Airport TexasTX 75261, Attn: VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary, or in the “Investor Relations” section of our website, which is located at https://investor.thryv.com. Directors serve on these committees until their resignations or until otherwise determined by our board of directors.

AUDIT COMMITTEE
The primary purposes of our audit committee are to assist the Board’s oversight of:
audits of our financial statements;
the integrity of our financial statements;
our process relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures;
the qualifications, engagement, compensation, independence, and performance of our independent auditor; and
the performance of our internal audit function.
Our audit committee consists of Mr. Akhtar, Mr. Slater and Ms. Zynczak, with Mr. Slater serving as chair of the audit committee. Each of Mr. Slater and Ms. Zynczak qualifies as an “audit committee financial expert” as such term has been defined by the SEC in Item 407(d) of Regulation S-K. Our board of directors has affirmatively determined that Mr. Akhtar, Mr. Slater and Ms. Zynczak meet the definition of an “independent director” for the purposes of serving on the audit committee under applicable Nasdaq rules and Rule 10A-3 under the Exchange Act. We intend to comply with these independence requirements for all members of the audit committee within the time periods specified under such rules. Our audit committee is governed by a charter that complies with the Nasdaq listing rules.
COMPENSATION COMMITTEE
The primary purposes of our compensation committee are to assist the board of directors in overseeing our management compensation policies and practices, including:
determining and approving the compensation of our executive officers; and
producing an annual report regarding the Compensation Discussion and Analysis included in the Company's proxy statement and annual report on Form 10-K.
Our compensation committee consists of Ms. Kintzer, Mr. Mudrick and Mr. Slater, with Ms. Kintzer serving as chair of the compensation committee. Each member of the compensation committee qualifies as an independent director under the Nasdaq listing rules for the purposes of serving on our compensation committee. Our compensation committee is governed by a charter that complies with the rules of Nasdaq.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The primary purposes of our nominating and corporate governance committee are:
making recommendations to the board of directors regarding nomination of individuals as members of the board of directors and its committees;
assisting the board of directors with identifying individuals qualified to become board of directors members; and
determining corporate governance practices and related matters.
Our nominating and corporate governance committee consists of Mr. Mudrick, Mr. O’Hara and Ms. Vaccarello, with Mr. O’Hara serving as chair of the nominating and corporate governance committee. The nominating and corporate governance committee is governed by a charter that complies with the rules of Nasdaq.
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Record Date:

OUR BOARD OF DIRECTORS’ ROLE IN RISK OVERSIGHT
Our board of directors has primary responsibility for the oversight of our risk management and, either as a whole or through the audit committee, discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. This risk oversight process includes the audit committee of the board of directors (i) identifying major risk areas and (ii) presenting such exposure to the board of directors to assess our risk identification, risk management and mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic, and reputational risk.
At each regular meeting of the audit committee of our board of directors, of which there were six in 2020, our management provides reports relating to existing and emerging risks at our Company, including, as appropriate, risk assessments, cyber and data security risks, privacy updates and any security incidents. The Company’s internal Governance, Risk, Ethics and Compliance Committee also meets quarterly to discuss cyber and data security risks.
BOARD AND COMMITTEE MEETINGS AND ATTENDANCE
Our board of directors and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. During fiscal year 2020, our board of directors met six times, the audit committee met six times, the compensation committee met four times and the nominating and corporate governance committee met one time. During fiscal 2020, each member of our board of directors attended at least 75% of the aggregate of all meetings of our board of directors and of all meetings of committees of our board of directors on which such member served that were held during the period in which such director served.
BOARD ATTENDANCE AT ANNUAL STOCKHOLDERS’ MEETING
Our policy is to invite and encourage each member of our board of directors to be present at our annual meetings of stockholders. We completed our direct listing in October 2020 and this 2021 Annual Meeting is our first annual meeting.
COMMUNICATION WITH DIRECTORS
Stockholders and interested parties who wish to communicate with our board of recorddirectors, non-management members of our board of directors as a group, a committee of our board of directors, or a specific member of our board of directors (including our chairperson or lead independent director, if any) may do so by letters addressed to the attention of our VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary.
All communications are reviewed by the VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary and provided to the members of our board of directors as appropriate. Unsolicited items, sales materials, abusive, threatening, or otherwise inappropriate materials, and other routine items and items unrelated to the duties and responsibilities of our board of directors will not be provided to directors.
The address for these communications is:
Thryv Holdings, Inc.
2200 West Airfield Drive
P.O. Box 619810,
DFW Airport TX 75261,
Attn: VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary
CODE OF ETHICS AND BUSINESS CONDUCT
We have adopted a Code of Ethics and Business Conduct that applies to all our employees and the members of our board of directors. Our Code of Ethics and Business Conduct is posted on the “Investors” section of our website, which is located at https://investor.thryv.com under “Governance Documents” in the “Governance” section of our website. We intend to satisfy the disclosure requirements regarding amendment to, or waiver from, a provision of our Code of Conduct by posting such information on our website at the address and location specified above.
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CORPORATE SOCIAL RESPONSIBILITY
Our culture is shaped by our core values, which are as follows:
Client Devoted
DONE3
Act Like You Own the Place
Invest in Our People
Under Promise, Over Deliver
Making Money is a Bi-Product of Helping People
Think Long-Term; Act with Passion and Integrity
As part of our core value of “investing in our people”, we support various initiatives. We strive to ensure our work environment reflects diversity, fairness and meritocracy. Our Diversity and Inclusion Council provides a voice for our diverse employees to share insights, communicate with leadership, and generate ideas and actions to enhance and impact diversity at the Company. The Diversity and Inclusion Council plans and sponsors events to celebrate diversity and inclusion and create opportunities for networking and mentorship within diverse groups.
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NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS
NOMINATION TO THE BOARD OF DIRECTORS
Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of the nominating and corporate governance committee in accordance with the committee’s charter, our fourth amended and restated certificate of incorporation and second amended and restated bylaws, and the criteria established by the committee regarding director candidate qualifications. The nominating and corporate governance committee is responsible for identifying, screening and recommending candidates to the entire board of directors for membership. In recommending candidates for nomination, the nominating and corporate governance committee considers candidates recommended by directors, officers, employees, stockholders, and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate and, in addition, the committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.
In accordance with the terms of our amended and restated stockholders’ agreement, as described below under “Certain Relationships and Related Party Transactions”, at the time of our direct listing in October 2020, Amer Akhtar, Jason Mudrick, Ryan O’Hara, Lauren Vaccarello and Heather Zynczak were nominated for election to the board of directors by certain entities affiliated with Mudrick Capital Management, L.P., Bonnie Kintzer was nominated by GoldenTree Asset Management LP and John Slater was nominated by Paulson & Co. Inc. As described further in this Proxy Statement, our board of directors has re-nominated Mr. Akhtar and Mses. Kintzer and Vaccarello for re-election at the 2021 Annual Meeting.
Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our board of directors is set forth below under “Additional Information—Stockholder Proposals to Be Presented at Next Annual Meeting.”
DIRECTOR QUALIFICATIONS; DIVERSITY
The nominating and corporate governance committee is responsible for reviewing with the board of directors, on an annual basis, the appropriate characteristics, skills and experience required for the board of directors as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members of the board of directors), the nominating and corporate governance committee, in recommending candidates for election, and the board of directors, in approving (and, in the case of vacancies, appointing) such candidates, take into account many factors, including ability to make independent analytical inquiries, general understanding of marketing, finance and other elements relevant to the success of a publicly traded company in today’s business environment, experience in the Company’s industry and with relevant social policy concerns, understanding of the Company’s business on a technical level, other board service and educational and professional background. Each candidate nominee must also possess fundamental qualities of intelligence, honesty, good judgment, high ethics and standards of integrity, fairness and responsibility. The board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the nominating and corporate governance committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the board of directors. The nominating and corporate governance committee and the board of directors will take into account the nature of and time involved in a director’s service on other boards and/or committees in evaluating the suitability of individual director candidates and current directors and making its recommendations to the Company’s stockholders.
The board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of background and experience. Our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, to be in our Company’s and stockholders’ best interests.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our board of directors currently consists of eight directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class I will stand for election at the Annual Meeting. The terms of office of directors in Class II and Class III do not expire until the annual meetings of stockholders held in 2022 and 2023, respectively. At the recommendation of our nominating and corporate governance committee, our board of directors proposes that each of the three Class I nominees named below, each of whom is currently serving as a director in Class I, be elected as a Class I director for a three-year term expiring at the 2024 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Each director will be elected by a plurality of the votes cast, which means that the three individuals nominated for election to our board of directors at the Annual Meeting receiving the highest number of “FOR” votes will be elected.
Shares represented by proxies will be voted “FOR” the election of each of the three nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than three directors. Stockholders may not cumulate votes for the election of directors.
NOMINEES TO OUR BOARD OF DIRECTORS
The nominees and their ages, occupations, and length of service on our board of directors as of the closedate of this proxy statement, are provided below.
Amer Akhtar
Mr. Akhtar, age 51, has served as a director since September 2020. Mr. Akhtar has served as the Chief Executive Officer of Celential.ai Inc., a venture-funded provider of AI-based recruiting solutions since January 2020. From April 2019 to October 2019, Mr. Akhtar served as the Chief Revenue Officer of DeepMap Inc., a high definition mapping software provider for autonomous driving. From April 2016 to March 2019, Mr. Akhtar was the Chief Operating Officer, Head of U.S. and advisor to the CEO of XPT Inc., or XPT, a division of the electric vehicle company NIO, Inc. Prior to joining XPT, from November 2014 to April 2016, Mr. Akhtar was VP and General Manager of Yahoo Small Business, a technology business focused on e-commerce and online presence. Mr. Akhtar has also served as a board member of Zeuss Inc. from 2014 to 2019 and as an advisory board member of PayActiv Inc., a financial wellness platform, since 2014. Mr. Akhtar also spent almost a decade at Automatic Data Processing, Inc., or ADP, including from 2009 to 2013, in which he was Managing Director and Country President for ADP in Shanghai, China. Mr. Akhtar graduated from Amos Tuck School of Business at Dartmouth College. We believe that Mr. Akhtar is qualified to serve on our board of directors because of his technology and software expertise, and his deep experience with small and medium sized businesses (SMBs).
Bonnie Kintzer
Ms. Kintzer, age 59, has served as a director since September 2020. Ms. Kintzer has served as the President and Chief Executive Officer of Trusted Media Brands, Inc., a media and direct marketing company since April 6,2014. Ms. Kintzer has also served as a director of Trusted Media Brands, Inc. since April 2014. Previously, Ms. Kintzer served as Chief Executive Officer for Women’s Marketing Inc., from April 2010 to March 2014, where she also served as a director from September 2009 to December 2015. Ms. Kintzer has served as Chairperson of the Reader’s Digest Foundation and of the 40 Million Story Campaign for United Through Reading. Ms. Kintzer also serves as a member of the board of directors for the Children’s Learning Center of Fairfield County and is Vice Chair of the MPA – The Association of Magazine Media. Ms. Kintzer holds a Master of Business Administration from Harvard Business School and a Bachelor of Arts degree from Clark University. We believe that Ms. Kintzer is qualified to serve on our board of directors due to her relevant leadership experience in the digital marketing arena, and, more specifically, with the rebranding of the Reader’s Digest Association into a digital-first company.
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Lauren Vaccarello
Ms. Vaccarello, age 37, has served as a director since September 2020. Ms. Vaccarello has served as the Chief Marketing Officer of Talend S.A., a data integration and data integrity company since July 2019. Previously, Ms. Vaccarello served as the Vice President of Customer Engagement and Vice President of Marketing at Box, Inc., a cloud content management company, from July 2015 are entitled to attend, andOctober 2018. From August 2014 to voteJuly 2015, Ms. Vaccarello served as the Senior Vice President of Marketing of Sysomos Inc. Ms. Vaccarello has also held executive leadership roles at the Annual Meeting.

Admission Requirements:    You must provide proofAdRoll Group and Salesforce.com, Inc. Ms. Vaccarello has served as a director of your ownershipSalesHood Inc. since July 2019. Ms. Vaccarello holds a Bachelor of Science degree in Marketing from Emerson College. We believe that Ms. Vaccarello is qualified to serve on our common stockboard of directors because of her expertise in digital marketing and a form of personal identificationher success in growing several SaaS companies.

CONTINUING DIRECTORS
The directors who are serving for admission to the Annual Meeting. For more information about attendance and voting please see the "Questions and Answers Aboutterms that end after the Annual Meeting and Voting" beginningtheir ages, occupations, and length of service on page 7.

VOTING MATTERS AND BOARD RECOMMENDATIONS

        The following table summarizesour board of directors as of the proposals that will be considered atdate of this proxy statement are provided below.

Joseph A. Walsh
Mr. Walsh, age 58, is our Annual MeetingChief Executive Officer, President and Director since October 2014. Mr. Walsh also provides our Boardserves as the Chief Executive Officer and Chairman of Directors' recommendations with respectWalsh Partners, a private company focused on investments and advisory services, from January 2012 and has served as the Chairman of Cambium Learning Group, a leading educational technology company, from June 2012 to each proposal.

Proposals
Board Vote
Recommendation		Page Reference
(for full details)
Item 1Election of eight directorsFOR each nominee16

Item 2

Advisory vote to approve the Company's executive compensation

FOR


54

Item 3

Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm

FOR


59

        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 completingDecember 2018. Mr. Walsh also previously served as President and mailing a proxy card or voting instruction form, so that your shares will be represented at the Annual Meeting.

GOVERNANCE HIGHLIGHTS

CEO of Yellowbook, Inc. 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


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

üSeven out of eight director nominees are independentüExecutive sessions of independent directors held at each regularly scheduled Board meeting
üAnnual election of all directorsüStock ownership guidelines for directors and executive officers
üIndependent Chairman of the BoardüAnnual advisory vote on executive compensation
üSeparate positions for Chairman and CEOüAnnual CEO performance review conducted by non-management directors
üAnnual board and committee self-evaluationsüEngagement of independent advisors (reporting to the Board) to evaluate executive compensation practices

NOMINEES FOR DIRECTOR IN 2015

        The following table provides summary information about our directors who have been nominatedMr. Walsh is qualified to serve on our Board untilboard of directors because he brings a wealth of leadership experience, particularly in the 2016 Annual Meetingareas of Stockholders. Please see "ElectionSaaS software, SMB marketing and strategic direction, and because of Directors" beginning on page 16 for more information about the nominees.

Name
 Dex
Media
Director
Since:		 Board Service
with a Dex
Media
Predecessor:(1)		 Position or Committee Memberships Independent?

Jonathan B. Bulkeley

  2013  2010 • Compensation and Benefits Yes

       • Corporate Governance  

Thomas D. Gardner

  2013  2009 • Audit and Finance Yes

       • Compensation and Benefits (Chair)  

W. Kirk Liddell

  2013  2010 • Audit and Finance (Chair) Yes

Thomas S. Rogers

  2013  2006 • Compensation and Benefits Yes

Alan F. Schultz

  2013  2005 • Chairman of the Board Yes

John Slater

  2013  2010 • Audit and Finance Yes

       • Corporate Governance  

Joseph A. Walsh

  2014  N/A • President and CEO No

Douglas D. Wheat

  2013  2010 • Corporate Governance (Chair) Yes
operational expertise and continuity that he brings to our board of directors as our Chief Executive Officer and President.
(1)
AllJason Mudrick
Mr. Mudrick, age 46, has served as Chairman and director since July 2016. Mr. Mudrick is the founder and Chief Investment Officer of our director nominees, withMudrick Capital, an investment firm that specializes in long and short investments in distressed credit. Mudrick Capital was founded in 2009. Before founding Mudrick Capital, Mr. Mudrick served as Managing Director and Portfolio Manager of the exception ofContrarian Equity Fund, a fund specializing in post-restructured equities. Mr. Walsh,Mudrick has previously served on onemultiple creditors’ committees and boards of directors for several public and privately-held companies, including Safety-Kleen Holdings, Inc., Integrated Alarm Services Group, Inc., Salton, Inc., Rotech Healthcare, Inc., NJOY Holdings, Inc., Corporate Risk Holdings, Fieldwood Energy Inc., Proenza Schouler Holdings, Inc. and cxLoyalty Group, Inc. Mr. Mudrick holds his Bachelor of Arts degree in Political Science from the respective BoardsUniversity of Chicago and his Juris Doctorate from Harvard Law School. We believe that Mr. Mudrick is qualified to serve on our predecessorboard of directors because of his financial sophistication, capital market expertise, and extensive experience serving as a director of, and investing in, a number of privately and publicly held companies.
Ryan O’Hara
Mr. O’Hara, age 52, has served as a director since September 2020. Mr. O’Hara has served as an advisor to Apollo Global Management in the technology and media sectors since January 2020. From June to December 2019, Mr. O’Hara served as the Chief Executive Officer of Shutterfly, Inc., where he also served as a director from June to October 2019. Previously, from January 2015 to June 2019, Mr. O’Hara served as the Chief Executive Officer of Move Inc./Realtor.com. Mr. O’Hara has also served as a board member on the board of REA Group Limited from June 2017 to April 2019. Prior to 2015, Mr. O’Hara also served in senior management roles at the Madison Square Garden Company and Gemstar–TV Guide International, Inc., and worked at Nestlé S.A., Fox Cable Networks, British Sky Broadcasting Group, or BSkyB, and PricewaterhouseCoopers LLP. Mr. O’Hara currently serves on the advisory council for the Stanford University Center on Longevity. Mr. O’Hara holds a Bachelor of Arts degree in Economics from Stanford University, a Master of Business Administration from Harvard Business School and the Director Certificate from Harvard Business School. We believe Mr. O’Hara is qualified to serve on our board of directors because of his significant experience with technology and recurring revenue models, and his deep experience serving on the board of directors of both public and private companies.
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John Slater
Mr. Slater, age 48, has served as a director since July 2016. Mr. Slater previously served on our board of directors from 2013 to 2015. Mr. Slater served as Managing Director, Head of Credit at GPI Capital L.P from 2019 to 2021. From 2009 to November 2019, Mr. Slater was a partner at Paulson, focusing on investments in the media, telecom and technology sectors. He continues to provide services to Paulson. Prior to Paulson, Mr. Slater served as Vice President at Lehman Brothers Holdings, Inc. in the Global Trading Strategies Group and as a senior director of finance at NextSet Software, Inc. Mr. Slater holds both his Bachelor and Master of Arts degrees from the University of Cambridge and his Master of Business Administration from INSEAD, France. We believe Mr. Slater is qualified to serve on our board of directors because of his extensive background in accounting, technology sector investing and operations, and capital markets, and his board level experience.
Heather Zynczak
Ms. Zynczak, age 49, has served as a director since September 2020. Ms. Zynczak has served as the Chief Marketing Officer of Pluralsight, Inc., a technology learning platform for enterprises since August 2016. Previously, Ms. Zynczak served as the Chief Marketing Officer of Domo Inc., a cloud operating system for businesses, from 2012 to 2016. Previously, Ms. Zynczak also held executive positions at enterprise technology companies, Dex Oneincluding SAP SE and Oracle Corporation, and SuperMediashe served as a business consultant for Accenture plc, The Boston Consulting Group and Booz Allen Hamilton Inc., prior Ms. Zynczak has served as a director of SaltStack, Inc. since October 2018, and a director of ExpertVoice, Demandbase and Digital Transformation Opportunities since March 2021. Ms. Zynczak holds a Bachelor of Business Administration degree in Finance from The University of Texas at Austin and holds a Master of Business Administration from The Wharton School at the University of Pennsylvania. We believe that Ms. Zynczak is qualified to the formation of Dex Media through the merger completed in 2013. Their Board service began with our predecessor companies as indicated.

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 searchesserve on our networks, DexKnows.comboard of directors because of her substantial digital marketing and Superpages.com;
technology experience, including key roles in building successful SaaS companies, and her board level experience.

NON-EMPLOYEE DIRECTOR COMPENSATION

    Table

    Our non-employee directors receive an annual retainer for board and committee service of Contents

      •
      We published more than 1,700 distinct directory titles in 42 states$100,000, and distributed approximately 100 million directories to businesseseach committee chairman receives an additional fee of $20,000.
    Annual cash director retainers are paid on a quarterly basis at the beginning of each quarter and residences in the United States;

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

    •
    We retired $381 millioninclude board of bank debt;directors 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 committee chair fees.

    Mr. Walsh, our President and Chief Executive Officer, ("CEO"), Joseph A. Walsh. As youis not included in this table and does not receive compensation for his services as a director. See “Compensation Tables - Summary Compensation Table” for a discussion of the compensation earned by Mr. Walsh during fiscal year 2020.
    Director Compensation - Fiscal Year 2020
    Name
    		​​
    Fees Earned or
    Paid in Cash
    ($)
    		​​
    Stock Option
    Awards
    ($)
    		​​
    All Other
    Compensation
    ($)
    		​​
    Total
    ($)
    Amer Akhtar(1)
    		​​
    33,333
    		​​
    384,248
    		​​
    —
    		​​
    417,581
    Bonnie Kintzer(1)
    		​​
    40,000
    		​​
    384,248
    		​​
    —
    		​​
    424,248
    Jason Mudrick(2)
    		​​
    67,500
    		​​
    384,248
    		​​
    —
    		​​
    451,748
    Ryan O’Hara(1)
    		​​
    40,000
    		​​
    384,248
    		​​
    —
    		​​
    424,248
    John Slater
    		​​
    116,667
    		​​
    384,248
    		​​
    —
    		​​
    500,915
    Lauren Vaccarello(1)
    		​​
    33,333
    		​​
    384,248
    		​​
    —
    		​​
    417,581
    Heather Zynczak(1)
    		​​
    33,333
    		​​
    384,248
    		​​
    —
    		​​
    417,581
    Scott Galloway(3)
    		​​
    76,667
    		​​
    4,301
    		​​
    —
    		​​
    80,968
    Peter Glusker(3)
    		​​
    76,667
    		​​
    4,301
    		​​
    —
    		​​
    80,968
    Scott Kasen(3)
    		​​
    76,667
    		​​
    2,516
    		​​
    —
    		​​
    79,183
    Brian Kushner(3)
    		​​
    76,667
    		​​
    2,516
    		​​
    —
    		​​
    79,183
    Ross Levinsohn(3)
    		​​
    76,667
    		​​
    4,301
    		​​
    —
    		​​
    80,968
    (1)
    		Messrs. Akhtar and O’Hara and Mses. Kintzer, Vaccarello and Zynczak were appointed to our board of directors effective September 1, 2020. Cash amounts reflect the prorated annual retainer for board service and annual committee chair fees for September through December 2020. Stock option awards represent 55,556 stock options granted on October 15, 2020. The $384,248 amount for each director represents the grant date fair value of the stock options, computed in accordance with FASB ASC Topic 718.
    13

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    (2)
    		At his request, Mr. Mudrick, the founder and Chief Investment Officer at Mudrick Capital, our largest stockholder, elected to receive half of his cash director fees for the period of January 2020 through September 2020. Beginning October 1, 2020, Mr. Mudrick receives the entire amount of non-employee director cash fees. Stock option awards represent 55,556 stock options granted on October 15, 2020. The $384,248 amount represents the grant date fair value of the stock options, computed in accordance with FASB ASC Topic 718.
    (3)
    		Messrs. Galloway, Glusker, Kasen, Kushner and Levinsohn each stepped down from our board of directors effective August 31, 2020. Cash amounts reflect the prorated annual retainer for board service and annual committee chair fees for January through August 2020. We did not grant stock option awards to Messrs. Galloway, Glusker, Kasen, Kushner and Levinsohn in fiscal year 2020. Amounts included for 2020 stock option awards reflect the incremental fair value of modified options, computed in accordance with FASB ASC Topic 718.
    OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL NOMINEES” IN THE ELECTION OF THE CLASS I DIRECTORS
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    PROPOSAL NO. 2
    RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    Our audit committee has selected Ernst & Young LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2021 and recommends that stockholders vote for ratification of such selection. The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and voting affirmatively or negatively on the proposal. In the event that Ernst & Young LLP is not ratified by our stockholders, the audit committee will seereview its future selection of Ernst & Young LLP as our independent registered public accounting firm.
    Ernst & Young LLP audited our financial statements for the fiscal year ended December 31, 2020. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions. Ernst & Young LLP has served as our independent registered public accounting firm since 2013.
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES
    We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our audit committee annually. In accordance with standard policy, Ernst & Young LLP will periodically rotate the individuals who are responsible for our audit.
    During the fiscal years ended December 31, 2019 and 2020, aggregate fees for services and related expenses provided by Ernst & Young LLP were as follows:
     
    		​​
    FISCAL YEAR ENDED
    DECEMBER 31, 2019
    ($ thousands)
    		​​
    FISCAL YEAR ENDED
    DECEMBER 31, 2020
    ($ thousands)
    AUDIT FEES(1)
    		​​
    $2,705
    		​​
    $3,617
    AUDIT-RELATED FEES(2)
    		​​
    —
    		​​
    164
    TAX FEES(3)
    		​​
     
    		​​
    —
    ALL OTHER FEES(4)
    		​​
    2
    		​​
    2
    TOTAL FEES
    		​​
    $2,707
    		​​
    $3,783
    (1)
    “Audit fees” include fees billed for professional services rendered for the non-integrated audit of our annual consolidated financial statements, reviews of our quarterly condensed consolidated financial statements, consents, and services that are normally provided by Ernst and Young LLP in connection with regulatory filings or requirements. Audit fees also include accounting consultations and research related to the non-integrated audit.
    (2)
    “Audit-related fees” include fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These include services related to the preparation for compliance with section 404 of the Sarbanes-Oxley Act of 2002 and accounting matters in connection with acquisitions.
    (3)
    “Tax fees” include fees billed for tax compliance, consultation and planning services
    (4)
    “All other fees” includes fees billed for publications and online subscriptions.
    POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm, the scope of services provided by the independent registered public accounting firm, and the fees for the services to be performed. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.
    All of the services relating to the fees described in the table below,above were approved by our leadership team brings a wealthaudit committee.
    OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021
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    REPORT OF THE AUDIT COMMITTEE
    The purpose of experienceour audit committee is to Dex Media, from withinassist our company as well as our industry. That experience will be critical to transformingboard of directors with oversight of (i) 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 Officersintegrity of the Registrant"Company’s financial statements, (ii) compliance with legal and regulatory requirements, (iii) the Company’s independent auditor’s qualifications and independence, and (iv) the performance of the Company’s independent auditor and internal audit function. Our audit committee’s principal responsibility is one of oversight. Our management is responsible for determining that our financial statements are complete, accurate, and in accordance with generally accepted accounting principles and establishing satisfactory internal control over financial reporting. The independent auditor is responsible for auditing our financial statements and the effectiveness of our internal control over financial reporting. Our internal and outside counsel are responsible for assuring compliance with laws and regulations and our corporate governance policies.

    In the performance of its oversight function, our audit committee has:
    reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 2020 with management and Ernst & Young LLP;
    discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and
    received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with our audit committee concerning independence and has discussed with Ernst & Young LLP its independence.
    Based on these reviews and discussions, we recommended to our board of directors the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014,2020, as filed with the SEC on March 16, 2015.

    25, 2021.
    THE AUDIT COMMITTEE
    Amer Akhtar
    John Slater
    Heather Zynczak
    16

    TableTABLE OF CONTENTS

    EXECUTIVE OFFICERS
    The names of Contents

    our executive officers, their ages as of the date of this proxy statement and their positions are shown below.
    NAME
    		​​
    AGE
    		​​
    POSITION
    NameEXECUTIVE OFFICERS:
    		PositionJoined
    Dex
    Media    		Highlights:
    Prior Business Experience    		​​
    		​​

    Joseph

    JOSEPH A. Walsh

    WALSH
    		​​
    58
    		​​
    Chief Executive Officer, President and CEO
    		2014

    •

    President and CEO, Board Member of Yellowbook Inc.

    •

    Co-founded IYP Publishing

    •

    Chairman of the Local Search Association

    Director

    PAUL D. ROUSE
    		​​
    62
    		​​

    Del Humenik

    		EVP—Chief Revenue Officer2010

    •

    Chief Operating Officer, Dex Media

    •

    EVP, Sales and Marketing, Dex Media

    •

    EVP, Sales, SuperMedia Inc.

    •

    SVP, Sales and Marketing, Paychex Inc.

    •

    SVP and GM, RHDC

    Paul D. Rouse

    		EVP—
    Chief Financial Officer and Treasurer
    		2014

    •

    CFO, Apple and Eve, LLC

    •

    VP of Finance and Treasurer, Yellowbook Inc.

    •

    Public accounting, Ernst and Young LLP

    •

    Internal audit, JPMorgan

    Executive Vice President

    GORDON HENRY
    		​​
    60
    		​​
    Chief Strategy Officer and Executive Vice President

    Gordon Henry

    JAMES MCCUSKER
    		​EVP—​
    58
    		​​
    Chief MarketingRevenue Officer
    		2014

    •

    and Executive Vice President and General Manager, Deluxe Corp.

    •

    Chief Marketing Officer, Yellowbook Inc.

    JOHN WHOLEY
    		​​
    56
    		​​
    Chief Operations & Information Officer and Executive Vice President

    Carleton G. Shaw

    LESLEY BOLGER
    		​EVP—Chief Information Officer​
    42
    		​2014​

    •

    Principal, Houstonian Partners, LLC

    •

    Global Chief Information Officer, Hibu plc

    •

    Chief Information Officer, Yellowbook

    •

    EVP Operations, Yellowbook

    John F. Wholey

    		EVP—Operations and Client Services2015

    •

    Head of United States Operations, Hibu plc

    •

    Vice President, Operations, Hibu plc

    Raymond R. Ferrell

    		EVP—General
    VP Corporate Counsel and Corporate Secretary
    		2009

    •

    Vice President and Associate General Counsel, Commercial Operations, SuperMedia

    •

    Senior Counsel and Vice President, General Counsel's Office, American Express

    Debra M. Ryan

    		EVP—Chief- Legal & Human Resources, Chief Compliance Officer2012

    •

    EVP, Human Resources and Employee Administration, SuperMedia Inc.

    •

    VP, Franchise Development, Dex One

    •

    VP, Human Resources, RHDC

    Michael N. Dunn

    		EVP—Chief Technology Officer2010

    •

    Vice President and CIO, SuperMedia

    •

    SVP, Information Technology and Business Process Management, Level 3 Communications

    Mark Cairns

    		EVP—Integration and Client Experience2014

    •

    Principal, Treales, LLC

    •

    Head of Operations for the United States and United Kingdom, Hibu plc

    •

    Chief Publishing Officer, Yellow Book Inc.

    •

    Yell Group

    Secretary

    EXECUTIVE COMPENSATION AND PAY-FOR-PERFORMANCE

    Our push for business transformation creates an opportunity to align our compensation programs with longer-term goals forboard of directors chooses executive officers, who then serve at the Company. Starting with the hirediscretion of our currentboard of directors. There is no family relationship between any of the directors or executive officers and any of our other directors or executive officers. The biographical information for our Chief Executive Officer, Mr. Joseph Walsh, is provided above under “Continuing Directors”.
    Paul D. Rouse
    Mr. Rouse is our Chief Financial Officer, Executive Vice President and CEO, Joseph A. Walsh,Treasurer since November 2014. Mr. Rouse previously served as the Chief Financial Officer for Apple and Eve, LLC from March 2012 to October 2014. Prior to joining Apple and Eve, LLC, Mr. Rouse was the Vice President of Finance, Corporate and Business Development and Treasurer of Yellowbook, Inc. Mr. Rouse graduated from Long Island University with a Bachelor of Science degree in Accounting.
    Gordon Henry
    Mr. Henry is our Chief Strategy Officer and Executive Vice President since September 2019. Mr. Henry previously served as our Chief Marketing Officer and Executive Vice President from October 2014 to September 2019. Mr. Henry also previously served as Head of Mergers and Acquisition and Corporate Consulting for Walsh Partners from January 2014 to September 2014. Prior to his tenure at Walsh Partners, Mr. Henry served as Vice President and General Manager at Deluxe Corp. and Chief Marketing Officer for Yellowbook, Inc. Mr. Henry received his Bachelor of Arts from Yale University and his MBA from the CompensationWharton School at the University of Pennsylvania.
    James McCusker
    Mr. McCusker is our Chief Revenue Officer and Benefits Committee began working with management to craft a new executive compensation philosophy and a new approach to pay. The new philosophy allocates moreExecutive Vice President since September 2015. Mr. McCusker previously served as our Vice President 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 contributedExpansion Channel Sales 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:

    GRAPHIC

            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 soto September 2015. Before joining Thryv, Mr. McCusker was Chief Sales Officer at eLocal.com from October 2014 to May 2015 and President and Chief Sales Officer of hibu, Inc. (“hibu”), formerly Yellowbook, Inc., from April 2012 to March 2013. Mr. McCusker also previously served various roles at Yellowbook, Inc., including Chief of Sales and Vice President of Sales. Mr. McCusker received his bachelor’s degree in Business Administration from LaSalle University.

    John Wholey
    Mr. Wholey is our Chief Operations & Information Officer and Executive Vice President since January 2015. Prior to 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 programrole, Mr. Wholey previously served as an advisor to the Company from November 2014 to January 2015. Mr. Wholey previously served as Vice President/Head of Contact Centers in the U.S. and U.K. for hibu and its predecessor, Yellowbook, Inc. from February 2000 to October 2014. Mr. Wholey received his bachelor’s degree in Industrial Engineering from Worcester Polytechnic Institute and his Master of Business Administration in Finance from Drexel University.

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    Lesley Bolger
    Ms. Bolger is approximately $2,000 per year per participant; a valuable benefit with a relatively low cost.our Vice President of Corporate Counsel, since March 2020, and our Chief Compliance Officer and Secretary since June 2019. Ms. Bolger previously served as our Assistant Vice President of Corporate Counsel since June 2019, as our Assistant General Counsel from July 2017 to June 2019 and as our Senior Counsel from December 2006 to July 2017. Ms. Bolger received her Bachelor of Arts degree in Finance, her Master of Business Administration and her Juris Doctorate from Texas Tech University.
    18

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    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

    Table

    OWNERS AND MANAGEMENT
    The following table sets forth, as 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 2016 Annual Meeting of Stockholders;

      2.
      the approval, on an advisory basis, of the Company's executive compensation;

      3.
      the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2015; and

      4.
      any other matters that may properly be presented at the Annual Meeting.

    What does the Board of Directors recommendApril 13, 2021, certain information 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.
      FOR the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2015.

    Who is entitled to vote?

            You are entitled to vote at the Annual Meeting if you owned Company shares (directly in your name or in "street name," as defined below) as of the close of business on April 6, 2015, the record date for the Annual Meeting. On that date, 17,621,932 sharesbeneficial ownership of our common stock were outstanding and entitled to vote at the Annual Meeting and no sharesfor each of our preferred stock were outstanding. Each shareexecutive officers, each 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 directlyour directors, all of our directors and executive officers as a stockholder of recordgroup 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 respecteach person we know 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 consideredbe the beneficial owner of shares held in "street name," andmore than 5% of our common stock.

    In accordance with the notice containing instructions on how to access our proxy statement and annual report online was forwarded to you by your bank, brokerrules of the SEC, beneficial ownership includes voting or agent who is considered the stockholder of recordinvestment power with respect to those shares.

    How can I vote my shares?

            Registered Stockholders.    If you holdsecurities and includes the shares in your own name you may vote inof common stock issuable pursuant to options and warrants that are exercisable or settled within 60 days of April 13, 2021. Shares of common stock issuable pursuant to options and warrants are deemed outstanding for computing the percentage of the class beneficially owned by the person holding such securities but are not deemed outstanding for computing the percentage of the class beneficially owned by any other person. The percentage of beneficial ownership for the following ways:

      •
      In Person.  You may vote in person at the Annual Meeting by requesting a ballot when you arrive. You must bring valid picture identification such as a driver's license or passport and provide prooftable is based on total shares of common stock ownershipoutstanding as of the Record Date.
    April 13, 2021.
    19

    TableTABLE OF CONTENTS

    The business address 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 are aeach 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 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 shares will be represented at the annual meeting, so that your vote will be counted if you later decide not to attend the Annual Meeting.

    Can I change my vote or revoke my proxy?

            You may change your vote or revoke your proxy at any time prior to the final vote at the Annual Meeting 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 2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, Texas 75261) prior to the Annual Meeting.

    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. 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 to: 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. 3). Abstentions have the same effect as votes cast against Item Nos. 2 and 3. Broker non-votes will be voted in and for Item No. 3, and will have no effect on the outcome of the vote on Item No. 2.

            Although the advisory vote on Item No. 2 is non-binding as provided by law, our Board will review the results of the vote and, consistent with our record of stockholder engagement, will take them into account in making a determination concerning 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.

    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 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 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 ratification of appointment of Ernst & Young LLP (Item No. 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.


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

            Other than the three 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.

    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 2016 Annual Meeting of Stockholders?

            In order to be considered for inclusion in the Company's proxy materials for the 2016 Annual Meeting of Stockholders, a stockholder proposal must be received in writing by our Company at Dex Media,c/o Thryv Holdings, 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 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 2200 West Airfield Drive, P.O. Box 619810, D/FWDFW Airport, Texas, 75261). To be timely,75261, unless otherwise indicated below.

    Name of Beneficial Owner
    		​​
    Number of
    Shares
    		​​
    Shares that
    may be
    Acquired
    within
    60 Days
    		​​
    Number of Shares
    Beneficially Owned
    		​​
    Percentage of
    Outstanding
    Shares
    5% Stockholders:
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    Affiliates of Mudrick(1)
    		​​
    17,317,371
    		​​
    20,242
    		​​
    17,337,613
    		​​
    52.3%
    Affiliates of GoldenTree(2)
    		​​
    4,486,646
    		​​
    —
    		​​
    4,486,646
    		​​
    13.5%
    Affiliates of Paulson(3)
    		​​
    2,901,135
    		​​
    —
    		​​
    2,901,135
    		​​
    8.8%
    Yosemite Sellers Representative LLC (“Yosemite”)(4)
    		​​
    1,804,715
    		​​
    —
    		​​
    1,804,715
    		​​
    5.8%
    Named Executive Officers and Directors:
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    Joseph A. Walsh(5)
    		​​
    1,886,934
    		​​
    92,593
    		​​
    1,979,527
    		​​
    6.0%
    Paul D. Rouse(6)
    		​​
    25,000
    		​​
    137,521
    		​​
    162,521
    		​​
    *
    Gordon Henry(7)
    		​​
    —
    		​​
    162,521
    		​​
    162,521
    		​​
    *
    James McCusker(8)
    		​​
    —
    		​​
    162,521
    		​​
    162,521
    		​​
    *
    John Wholey(9)
    		​​
    100,000
    		​​
    62,521
    		​​
    162,521
    		​​
    *
    Jason Mudrick(10)
    		​​
    17,317,371
    		​​
    20,242
    		​​
    17,337,613
    		​​
    52.3%
    Amer Akhtar
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Bonnie Kintzer
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Ryan O’Hara
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    John Slater
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Lauren Vaccarello
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Heather Zynczak
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Directors and Executive Officers as a Group (13 persons)(11)
    		​​
    19,329,405
    		​​
    658,062
    		​​
    19,987,467
    		​​
    59.2%
    *
    		Represents beneficial ownership of less than 1% of total shares of common stock outstanding.
    (1)
    		Consists of 1,576,873 shares of common stock and 2,195 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by Blackwell Partners LLC Series A, 2,078,864 shares of common stock and 2,504 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by Boston Patriot Batterymarch St. LLC, 976,871 shares of common stock held of record by Mercer QIF Fund PLC, 1,825,561 shares of common stock held of record by Mudrick Distressed Opportunity Drawdown Fund II, L.P., 1,818,330 shares of common stock and 1,150 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by Mudrick Distressed Opportunity Drawdown Fund, L.P., 4,032,551 shares of common stock and 8,836 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by Mudrick Distressed Opportunity Fund Global, L.P., 426,126 shares of common stock and 762 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by Mudrick Distressed Opportunity Specialty Fund, L.P., 393,159 shares of common stock and 4,795 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 held of record by P. Mudrick LTD, 582,593 shares of common stock held of record by Trustees of Grinnell College, 128,825 shares of common stock held of record by Verto Direct Opportunity GP, LLC, 3,477,258 shares of common stock held of record by Verto Direct Opportunity II, L.P. Jason Mudrick is the founder, general partner and Chief Investment Officer of Mudrick Capital. Mr. Mudrick through Mudrick Capital, is responsible for the voting and investment decisions relating to such shares of common stock. Each of the aforementioned entities and individuals disclaims beneficial ownership of the shares of the common stock held of record by any other entity or individual explicitly named in this footnote except to the extent of such entity or individual’s pecuniary interest therein, if any. The address of each of the entities and individuals explicitly named in this footnote is c/o Mudrick Capital Management, L.P., 527 Madison Avenue, 6th Floor, New York, NY 10022.
    (2)
    Based on the Form 4 dated February 19, 2021, GoldenTree Asset Management LP (“GTAM LP”) and GoldenTree Asset Management LLC (“GTAM LLC”) sold 5,300 shares on February 17, 2021 and currently hold 4,486,646 shares of the Company. The shares are beneficially owned by certain funds and accounts (the “GTAM Funds”) that are managed by GTAM LP. GTAM LLC is the General Partner of GTAM LP. Steven A. Tananbaum is the Sole Managing Member of GTAM LLC. GTAM LP has discretionary authority to trade the shares and make voting and investment decisions relating to such shares via an investment management agreement with the relevant GTAM Funds. GTAM LP is not the beneficial owner of the shares. The business address for each of the funds explicitly named in this footnote is 300 Park Avenue, 21st Floor, New York, NY 10022.
    (3)
    		Consists of 2,901,135 shares of common stock held of record by funds affiliated with Paulson & Co. Inc. Paulson manages the funds. In its role as manager, Paulson possesses voting and investment power over the securities that are owned by the funds. John Paulson is the controlling person of Paulson. Each of Paulson and John Paulson may be deemed to indirectly beneficially own the securities directly owned by the funds. The address of each of the entities and individuals explicitly named in this footnote is c/o Paulson & Co. Inc., 1133 Avenue of the Americas, New York, NY 10036. Share ownership is based on information available as of the date of the Company’s final prospectus dated September 23, 2020, filed with the SEC on October 1, 2020 in connection with our direct listing (the “Prospectus”) as well as a Form 4 dated February 18, 2021.
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    (4)
    		Mr. Stephen A. Feinberg indirectly controls Yosemite. Mr. Feinberg disclaims any beneficial ownership of the shares held by Yosemite, except to the extent of his pecuniary interest therein. Pursuant to a Pledge Agreement, dated as of June 30, 2017 (the “Indemnification Agreement”), Yosemite has granted a pledge over the shares to secure payment of certain taxes relating to UTPs for which Yosemite has indemnified the Company pursuant to the Indemnification Agreement. If Yosemite is required to pay the Company any amounts pursuant to the Indemnification Agreement, Yosemite may elect to pay such amounts in cash and/or shares. The address of the entity explicitly named in this footnote is c/o Cerberus Capital Management L.P, ATTN: Office of the General Counsel, 875 Third Ave., 11th Floor, New York, NY 10022. Share ownership is based on information available as of the date of the Prospectus.
    (5)
    		Consists of 1,625,206 shares held by a trust over which Mr. Walsh has sole voting power, 261,728 shares owned directly by Mr. Walsh, and 92,593 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021.
    (6)
    		Consists of 25,000 shares and 137,521 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021.
    (7)
    		Consists of 162,521 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021.
    (8)
    		Consists of 162,521 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021.
    (9)
    		Consists of 100,00 shares and 62,521 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021.
    (10)
    		Consists of 20,242 shares issuable pursuant to options that are exercisable within 60 days of April 12, 2021, and 17,317,371shares held of record by the affiliates of Mudrick Capital. Mr. Mudrick through Mudrick Capital, is responsible for the voting and investment decisions relating to such shares of common stock held by the affiliates of Mudrick Capital. The total shares represented for Mr. Mudrick includes 17,317,371shares of common stock held by the affiliates of Mudrick Capital.
    (11)
    		Includes ownership of 100 shares and 20,243 shares issuable pursuant to options that are exercisable within 60 days of April 13, 2021 for executive officer Lesley Bolger, VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary.
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    CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
    Set forth below is a stockholder's notice shall be delivered todescription of certain relationships and related person transactions between us or mailedour subsidiaries and received at our principaldirectors, executive offices not less than 90 days norofficers or holders of 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 115% of our Bylaws. A copyvoting securities.
    Amended and Restated Stockholders’ Agreement
    The Company entered into an amended and restated stockholders agreement with certain entities affiliated with Mudrick Capital Management, L.P., GoldenTree Asset Management LP and Paulson & Co. Inc. (each, together with its controlled affiliates that own Company securities, a “Nominating Stockholder Group”) and certain entities affiliated with Cerberus Capital Management L.P. (Cerberus and its controlled affiliates that own Company securities, together with the Nominating Stockholder Groups, each a “Stockholder Group”, and together the “Stockholder Groups”), for the purpose of our Bylaws is available upon request by any of our stockholders from the Secretary of the Company.


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    CORPORATE GOVERNANCE

    BOARD COMPOSITION, RESPONSIBILITIES AND LEADERSHIP STRUCTURE

            Our Board of Directors is responsibleproviding for overseeing the affairs of the Company. The Board currently consists of eight directors. Our Bylaws provide, however, that the Board may increase or decrease the size of the Boardcertain rights 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 Officerobligations 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 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/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


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    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 Committee charter is posted in the corporate governance section of our website at http://www.dexmedia.com/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 2014.


    		Audit and
    Finance
    Committee    		Compensation
    and Benefits
    Committee    		Corporate
    Governance
    Committee
    Jonathan B. Bulkeleyüü
    Thomas D. Gardnerüü(Chair)
    W. Kirk Liddellü(Chair)
    Thomas S. Rogersü
    John Slaterüü
    Douglas D. Wheatü(Chair)
    Alan F. Schultz (Board Chair)

    AUDIT 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 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 57 of this proxy statement.

            The Board of Directors has unanimously determined that W. Kirk Liddell, a present Chair of the Audit and Finance Committee, qualifies as "audit committee financial expert" within the meaning of the SEC rules and 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 independent within the meaning of applicable SEC rules and the NASDAQ listing standards.

            The Audit and Finance Committee met eight times in 2014.

    COMPENSATION 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 and non-management directors.


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            The Compensation and Benefits Committee is responsible for reviewing and approving all aspects of compensation paid to our CEO and our other executive officers as 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 38 of this proxy statement.

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

            The Compensation and Benefits Committee met 15 times in 2014.

    CORPORATE 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 an independent director within the meaning of applicable NASDAQ listing standards.

            The Corporate Governance Committee met nine times in 2014.

    CORPORATE 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 Committees ofstockholders party thereto upon and after the Board and our Code of Conduct for directors, finance employees and all employees, may be viewed in the corporate governance sectionconsummation of our website at http://www.dexmedia.com/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 Guidelinesdirect listing which occurred on a regular basis and proposes modifications to the principles and other key governance practices as warranted for adoption by the Board.

    RISK 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


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    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 risks 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 BOARD

            Our Board welcomes communications from stockholders and other interested parties. Stockholders and other interested parties may contact the Board by writing to Joseph A. Walsh, President and Chief Executive Officer, c/o Dex Media, Inc., 2200 West Airfield Drive, P.O. Box 619810, D/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, D/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, D/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 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.

    CODE 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/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 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 reassess any related-person transactions entered into by the Company to ensure their continued appropriateness.

            The Corporate Governance Committee and 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

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        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 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 September 16, 2014 and the Company successfully repurchased bank debt at two of its operating subsidiaries and retired approximately $35 million in principal amount of bank debt for approximately $29 million in cash consideration. Franklin Resources, Inc. ("FRI") and Paulson & Co. ("Paulson"), entities known by the Company to beneficially own 5% or more of the Company's outstanding common stock, participated in the offers. FRI and Paulson tendered $15.0 million, and $18.1 million in bank debt, respectively. Mr. Slater, one of our directors, is an officer of Paulson. The bank debt repurchases were carried out in the ordinary course of business, pursuant1, 2020. Pursuant to the terms of the Company's amended and restated credit facilities, approved by the Boardstockholders’ agreement, each Nominating Stockholder Group, for so long as it and its affiliates together hold at least 10% 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.


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    ELECTION OF DIRECTORS (ITEM NO. 1)

            The Company's by-laws provide that the number of directorsshares of our common stock outstanding, has the right to nominate one director for every 10% of the outstanding common stock held by such Nominating Stockholder Group. The amended and restated stockholders’ agreement includes provisions enabling the Stockholder Groups to require us, at our expense, to register shares of our common stock that they hold under certain circumstances, including the requirement to file a “shelf” registration. The amended and restated stockholders’ agreement also provides that we will pay certain expenses of these electing holders relating to such registrations.

    Stock Repurchases
    On June 9, 2020, we repurchased 257,636 shares from affiliates of Grosvenor Capital Management, L.P., a holder of more than 5% of our voting securities prior to the repurchase, at a purchase price of approximately $10.56 per share of common stock, for an aggregate price of approximately $2,719,859.
    Review, Approval or Ratification of Transactions with Related Parties
    We maintain a written policy relating to the approval of related person transactions. Pursuant to our policy, a “related person transaction” is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which (i) the Company or any of its subsidiaries is or will be determined bya participant, (ii) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, and (iii) any related person has or will have a direct or indirect interest. Our audit committee will review and approve or ratify all related person transactions between us and (i) our Board of Directors 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.

            Eachdirector nominees or executive officers, (ii) any 5% record or beneficial owner of our current directors is servingvoting securities, or (iii) any immediate family member of any person specified in (i) or (ii) above. The audit committee will review all related person transactions and, where the audit committee determines that such transactions are in our best interests, approve such transactions in advance of such transaction being given effect.

    In the course of its review and approval or ratification of a term that expires atrelated party transaction, the Annual Meeting. Eachaudit committee will, in its judgment, consider in light of the director nominees listed below will be elected if he receivesrelevant facts and circumstances whether the votetransaction is, or is not inconsistent with, our best interests, including consideration 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 2016 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 actvarious factors enumerated 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/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, 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 apolicy.

    Any 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.,audit committee who is a leaderrelated person with respect to a transaction under review will not be permitted to participate 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 micro cap equities, in March 2009 and served as its Chief Investment Officer 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 Board of Jones, Lang, LaSalle Income Property Trust.


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            Mr. Bulkeley brings to the Board investing, board and operational experience with companies in all phases of growth. In particular, he has deep experience in overseeing and managing digital media and local digital media businesses.

    THOMAS D. GARDNER

            Mr. Gardner, 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 Chairmandiscussions or approval or ratification of the Compensation and Benefits Committee and as atransaction. However, such 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 inaudit committee will provide all material information concerning 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 issuestransaction to the Boardaudit committee. Our policy also includes certain exceptions for transactions that need not be reported and provides the Auditaudit committee with the discretion to pre-approve certain transactions.

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    EXECUTIVE COMPENSATION
    COMPENSATION DISCUSSION AND ANALYSIS
    This Compensation Discussion and Finance Committee.

    W. KIRK LIDDELL

            Mr. Liddell, 65, has served onAnalysis describes 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 interimcompensation program for our Principal Executive Officer, of Dex One, from May 2010 to September 2010. He currently serves asour Principal Financial Officer, and the Chairman of the Audit and Finance Committee. Mr. Liddell has served as President, Chiefnext three most highly-compensated executive officers (other than our Principal Executive Officer and DirectorPrincipal Financial Officer) who were serving in such capacity as of Irex Corporation,December 31, 2020, and one additional executive officer who would have been among the parent corporationthree most highly-compensated executive officers but for the fact she was not employed at the end 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 chief2020, or our “named 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.

    THOMAS S. ROGERS

            Mr. Rogers, 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. He currently serves as a member of the Compensation and Benefits Committee. Mr. Rogersofficers” or “NEOs”. Our named executive officers for fiscal 2020 were:

    Joseph A. Walsh, who serves as President and Chief Executive officer of TiVo Inc., a provider of television-based interactiveOfficer;
    Paul D. Rouse, who serves as Chief Financial Officer, Executive Vice President and entertainment services, a position he has held since July 2005. He also currentlyTreasurer;
    Gordon Henry, who serves on the board of directors of TiVo Inc. Mr. Rogers previouslyas Chief Strategy Officer and Executive Vice President;
    James McCusker, who serves as Chief Revenue Officer and Executive Vice President;
    John Wholey, who serves as Chief Operations & Information Officer and Executive Vice President; and
    Debra Ryan, who served as Chairman of the board of Teleglobe International Holdings, Ltd., a provider of international voice, data, internet and mobile roaming services,Chief Human Resources Officer until her separation from November 2004 to February 2006. He also has served as Chairman 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


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    that position, he served as Chairman and Chief 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 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, 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, 42, has served on the Dex Media Board of Directors since April 2013; he previously served as a Director 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 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 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


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    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, 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, 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

    24, 2020.

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    EXECUTIVE AND DIRECTOR COMPENSATION

    COMPENSATION DISCUSSION AND ANALYSIS

    This Compensation Discussion and Analysis provides a descriptiondescribes the material elements of our executive compensation program during fiscal 2020. It also provides an overview of our executive compensation philosophy, core principles, and objectives. Finally, it analyzes how and why the objectivescompensation committee of our board of directors arrived at the specific compensation programsdeterminations 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 should be read in conjunction with the accompanying tables and text disclosing the compensation awarded to, earned by, and paid to, our named executive officers referred to herein asfor fiscal 2020, including 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:

      SECTION 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

    SECTION 1—BUSINESS SUMMARY AND HIGHLIGHTS

            Dex Media was formed on April 30, 2013 through the merger of Dex One and SuperMedia, two major providers of local, social, and mobile marketing solutions to businesses in communities across the United States. Our 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 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;

      •
      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.

            In December 2014, we started implementing an organizational restructuring program designed to reorganize and strategically refocus the Company and to transform Dex Media into a leaner, nimbler and more competitive organization positioned to be the leading multi-product marketing provider for small and medium-sized businesses. The program includes the launch of virtual sales offices, enabling


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    the 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 ofkey factors that the compensation strategy changes we madecommittee considered in 2014 are reflected in Mr. Walsh's own compensation package, which evidences heavy emphasis on performance-baseddeciding their 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


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    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

    GRAPHIC

            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 and 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 May 2014, a substantial majority (90.86%) of the votes cast on the proposal to approve executive compensation, on an advisory basis, were voted in favor of the proposal. The Committee believes this affirms stockholders' support of the Company's approach to executive compensation.

    Role of the Compensation and Benefits Committee

            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 reviews 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.


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            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,Program Objectives and Programs" for further details).

    Role of the Committee's Compensation Adviser

            As mentioned above, the Committee has selected Semler Brossy as its independent compensation adviser. Semler Brossy reports directly to the Committee and does not have any other consulting engagements with management or the Company. 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 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 than the CEO, our Chief Human Resources Officer works with the CEO to develop 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 assists the Committee in determining an appropriate compensation benchmarking group for our executive officers. In 2014, the Committee reexamined the peer group and made changes that are reflected in the table below. The current 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 comparable to Dex


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

    IAC/InterActiveCorpJohn Wiley & Sons Inc.

    Lamar Advertising Company

    Meredith Corporation

    Scholastic Corporation

    The McClatchy Company

    The New York Times Company

            The Committee's objective is to position an executive officer's target total direct compensation opportunity (base salary plus target annual incentive plus target long-term incentive) within a 10% to 15% range of the median of the competitive market for the executive officer's position. Of 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 officer's individual performance.

            The Committee did not rely exclusively on peer group data in setting the terms of the 2014 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 theour executive compensation program is to attract, motivate, and retain a talented, entrepreneurial, and creative team of executives who will provide leadership for the Company'sour 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'sour financial, operational and strategic goals. We believe that the most effective program will provide a competitive base salary with annual short-term and long-term incentives based on company and individual performance.

    For 2014fiscal year 2020, 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-productprovider of SaaS marketing providersolutions and cloud-based tools for small and medium-sized businesses.

            Following the merger of Dex One and SuperMedia in April 2013, the Committee developedSMBs.

    For 2020, our 2014compensation committee approved a 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.short-term incentive plan with an overachievement plan. Our annual incentive design included metrics tied to the Company'sour financial growth plan. Long-termIn light of historically significant stock option awards granted to our NEOs under our 2016 Stock Incentive Plan, the compensation committee determined not award any long-term incentives awarded for 2014 included stock options, promotional grantsin fiscal year 2020 to any of restricted stock,our NEOs and performance-based cash awards, scheduledis currently evaluating its approach 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.compensation for fiscal year 2021. These programs are described in more detail below.

    Within the context of the overall objectives of our compensation programs, we typically determine the specific amounts of compensation to be paid to each of our NEOs based on a number of factors:
    the performance of our NEOs in prior years;
    the roles and responsibilities of our NEOs;
    the individual experience and skills of our NEOs;
    for each named executive officer, other than our Chief Executive Officer, the evaluations and recommendations of our Chief Executive Officer; and
    the amounts of compensation being paid to our other NEOs.
    23

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    What We Pay and Why: Elements of Compensation

    Our executive compensation program is designed to be competitive with companies both within and outside our industry so that we can attract and retain talented management employees. We design our compensation plans to be transparent to our executive officers and to stockholders, and to evidence and support positive governance principles.


    Table However, it should be noted that we have designed our compensation programs to complement each other and collectively serve all of Contents

    our executive compensation objectives. Accordingly, whether or not specifically mentioned below, we believe that each element of our executive compensation program serves each of our objectives to a greater or lesser extent.

    The following table sets forth the primary elements of our 2014 executive compensation program. Additional details regarding theseprogram for fiscal year 2020, including a description of how each element fits into the overall compensation of our NEOs. These compensation elements follow immediately after the table:

    are described in more detail under “Components of Our NEO Compensation Program”:
    		​​

    What it Does—HowDoes-How it
    Works
    		2014​​
    2020 Plan Metrics—Metrics-
    Weighting

    Base Salary

    		​

    ​

    •

    		​​
    Basic element of competitive pay

    pay.

    		​​
    Not applicable.
    		​​
    		​​
    		​​
    		​​
    		​​
    •

    		​​
    Influences annual incentive value (base salary × target annual incentive %)

    .
    		​Not applicable.​
    		​​

    		​​
    		​​
    		​​
    		​​

    Annual

    Short-Term Incentive

    Plan: Cash
    		​

    ​

    •

    Short-term incentive plan

    •

    		​​
    Performance-based compensation element with a variable payout potential based on corporate and individual performance.

    		​​
    •

    Performance metrics are established at the beginning of the performance period.

    		​​
    EBITDA-50%
    ​
    •

    This plan is intended

    		​​
    Free Cash Flow-25%
    ​
    •
    		​​
    Individual Performance-25%
    		​​
    		​​
    		​​
    		​​
    		​​
    •
    		​​
    Intended to motivate and reward executive officers for the achievement of annual (short-term) business objectives.

    		​

    ​

    		​​
    		​​
    		​​
    		​​
    		​​
    Over Performance Plan: Cash
    		​​
    •

    EBITDA—30%

    		​​
    Incremental incentive plan designed as an overachievement program to our Short-Term Incentive Plan.
    		​​
    •

    		​​
    EBITDA-50%
    ​
    •
    		​​
    Free Cash Flow—10%

    •

    Print Ad Sales—25%

    •

    Digital Ad Sales—35%

    Flow-50%

    		​​
    		​​
    		​​
    		​​

    Long-term Incentive:
    2013 - 2015 Cash Long-term Incentive Plan

    		​

    ​

    •

    This plan was effective in 2014 and will not be continued in 2015; awards for the 2013 performance period paid out in December 2014, and awards for the 2014 performance period are scheduled to be paid out in December 2015.

    •

    This plan provided significant focus

    		​​
    Performance-based compensation element with variable payout potential based on improving our Free Cash Flow for 2014 and on growing the digital marketing side of our business.

    company financial performance.

    		​​
    		​​
    		​​
    		​​
    		​​
    		​​
    		​​
    •

    This plan was intended

    		​​
    Intended to motivate and reward executive officers for achievementthe overachievement of the plan goals, and also to provide Dex Media with a measure of retention value to maintain a stable executive leadership team.

    annual business objectives.
    		​

    •

    Free Cash Flow—50%

    •

    Digital Ad Sales—50%

    ​
    		​​

    		​​
    		​​
    		​​
    		​​

    Long-term Incentive:
    Value Creation Plan (VCP)

    Long-Term Equity Incentive Compensation
    		​

    ​

    •

    This plan was introduced in October 2014

    		​​
    Historically, we have granted options to provide executive officers an opportunity to receive long-term compensation based on the net value creation in the Company.

    •

    The VCP is a long-term plan; it measures the value creationacquire shares of our common stock that vest over a roughly three-year performance period (October 2014 through December 2017)3-year period. While no new options were granted to our NEOs in 2020, we repriced certain of our outstanding options in 2020 (see “–Components of Our NEO Compensation Program – Long-Term Equity Incentive Compensation – Option Repricing” below).

    		​Net change​
    Not applicable.
    		​​
    		​​
    		​​
    		​​
    		​​
    •
    		​​
    We adopted an Employee Stock Purchase Plan in 2020 that, beginning in 2021, permits all eligible employees to
    		​​
    Not applicable.
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    		​​
    What it Does-How it
    Works
    		​​
    2020 Plan Metrics-
    Weighting
    		​​
    		​​
    elect up to a 15% discount on the fair market value of shares in the Company's total invested capital, including:

    •

    Equity securities

    •

    Debt securities

    •

    Bank debt;

    •

    Plus cash dividends and cash debt payments (interest and principal);

    •

    Reduced by any net value contributed from external sources

    Company, subject to a reasonable cap.
    		​​

    		​​

    Table of Contents

    ​​
    		​​
    		​​

    		What it Does—How it Works2014 Plan Metrics—Weighting

    Long-term Incentive:
    Stock Options

    		​

    ​

    •

    Options to acquire shares of stock that vest either over a four-year period or on December 31, 2017.

    •

    		​​
    Designed to retain executives and align their interests with those of the company'sCompany’s stockholders.

    		​Not applicable.​

    		​​
    		​​
    		​​
    		​​

    Long-term Incentive:
    Restricted Stock

    •

    Shares of stock that vest as a result of continued employment with the company.

    •

    Designed to retain executives and align their interests with those of the company's stockholders.

    		Not applicable.

    Cash Allowance

    •

    This plan provided a monthly stipend to eligible executive officers; the Cash Allowance wasdiscontinued effective December 31, 2014.

    		Not applicable.

    Financial Counseling

    •

    This plan provided for financial counseling and tax preparation services through a financial or tax adviser, up to a fixed annual maximum amount.

    •

    The financial counseling program wasdiscontinued in December 2014. Eligible executive officers may receive benefits under the plan through April 2015, so that they may complete their 2014 financial and tax planning.

    Executive Physical

    		​

    ​

    •

    Eligible executive

    		​​
    Executive officers receive $2,000 per yearannual reimbursement for a comprehensive medical examination

    up to $3,000 for EVP and the actual cost of the executive physical for the Chief Executive Officer.
    		​​
    Not applicable.

    		​​
    		​​
    		​​
    		​​

    Retirement Benefits

    		​

    ​

    •

    		​​
    A 401(k) retirement savings plan enables all employees, including executive officers, to contribute a portion of their compensation with a company matching contribution.

    •

    Predecessor companies' pension plans for certain employees and executive officers.

    contribution (which was temporarily suspended on May 7, 2020).
    		​​
    Not applicable.

    		​​
    		​​
    		​​
    		​​

    Employment and Severance Benefits

    		​

    ​

    •

    		​​
    CEO Employment Agreement provides for salary, incentive opportunities and severance benefits.

    		​​
    Not applicable.
    		​​
    		​​
    		​​
    		​​
    		​​
    •

    Dex Media,

    		​​
    Thryv, Inc. Severance Plan—ExecutivePlan-Executive Vice Presidents and Above ("(“EVP Severance Plan"Plan”) provides for severance benefits equal to a multiple of salary and target short-term incentive award in the event of certain qualifying terminations of employment.

    		​​
    		​​
    		​​
    		​​
    		​​
    Stipend Allowance
    		​​
    •
    		​​
    A stipend allowance to cover cell phone expenses was paid bi-weekly at $25 per pay period; this practice ended in October 2020 when the Company moved to a remote work environment.
    		​​
    Not applicable.
    Executive Compensation Process-Compensation Committee
    Our compensation committee is responsible for reviewing and making individual compensation determinations for our Chief Executive Officer and other executive officers. Such determinations are presented to the board of directors for its review. Our compensation committee annually reviews and approves the corporate goals, objectives, and other key measures relevant to compensation of our Chief Executive Officer.
    Our compensation committee reviews and approves or recommends amendments to our incentive compensation and equity-based compensation plans. Our compensation committee oversees the administration of the incentive compensation and equity-based compensation plans to ensure consistency with our compensation 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. Our compensation committee also reviews performance-based awards, such as those payable under our short-term and over performance plan 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.
    25

    TABLE OF CONTENTS

    Table

    Our compensation committee works with management to make pay determinations and to ensure that our programs are competitive and meet our compensation objectives.
    Our compensation committee is authorized to retain, in its discretion, the services of Contents

    Details: 2014 one or more executive compensation advisors to assist with the establishment and review of our compensation programs and related policies. Historically, our compensation committee has not regularly engaged the services of an executive compensation advisor in reviewing and establishing our compensation programs and related policies. Our compensation committee has not previously considered formal compensation market data or formally benchmarked total executive compensation or individual compensation elements against a peer group. Instead, we based compensation levels on the collective experience of the members of our board of directors, compensation committee and our Chief Executive Officer, their business judgment and their experiences in recruiting and retaining executives.

    Components of Our NEO Compensation Program
    We believe that a substantial portion of our executive compensation should be based on Company performance. We also believe it is essential for our executives to have a meaningful equity stake linked to our long-term performance; therefore, we created compensation packages that aimed to foster this culture. As such, other than base salary, compensation of our NEOs has largely been comprised of short-term incentive pay linked to our financial performance and individual contributions and long-term equity incentive compensation. Other factors we have historically considered in evaluating executive compensation included internal pay equity, external market and competitive information, assessment of individual performance, level of responsibility, and the overall expense of the program.
    Base Salaries and Annual Incentives

    Salary

    Base Salaries

    salary has represented the fixed component of our executive officers’ compensation. As mentioned above, the Committeeour compensation committee is responsible for reviewing and making individual executive officers'officers’ compensation determinations. In consultation with our management, the Committeeour compensation committee evaluates the performance of executive officers in light of agreed upon measures and determines and approves, or recommends to the Boardour board of directors for approval, executive officers'officers’ compensation, including annual base salary levels, but does 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'semployee’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 December 2014, the Committee

    Our compensation committee reviewed 2020 base salaries for our executive officersNEOs and approved ana 3% merit increase of Mr. Ferrell's base salaryfor our current executive committee members; however, due to the impacts from $312,500 to $340,000, effective January 1, 2015, to bring Mr. Ferrell's salary in line with his peers and within the median range of the competitive 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 otherCOVID-19 Pandemic, base salary increases were warranted in 2014.

    Annual Incentives

    frozen to all employees including our NEOs. Base salary increases were subsequently reinstated for 2021. The 2020 base salaries for our NEOs were as follows:

    Named Executive Officers
    		​​
    2020 Base
    Salary
    Joseph A. Walsh
    		​​
    $1,030,000
    Paul D. Rouse
    		​​
    $506,479
    Gordon Henry
    		​​
    $405,183
    James McCusker
    		​​
    $405,183
    John Wholey
    		​​
    $382,673
    Debra Ryan(1)
    		​​
    $373,670
    (1)
    		Debra Ryan, served as the Company’s Chief Human Resources Officer until her separation from the Company on July 24, 2020,
    Short-Term Incentive Plan - Cash Incentive
    We provide our executive officersNEOs with the opportunity to earn annual, performance-based cash compensation under our Short-termShort-Term Incentive Plan ("STI"(our “STI”), which covers our fiscal year (the calendar year).2020. Payouts under theour STI are determined annually by the Committeeour compensation committee based on the executive officer'seach NEO’s target incentive and performance against pre-determined performance measures.
    26

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            Annual incentive opportunities for executive officers are expressed as a percentage of base salary. The Committee

    Our compensation committee follows the same benchmarking and decision-making process with respect to annual incentivesSTI awards as it does with base salary; reviewing publicly available data of the Company's peer group to assess the competitiveness of the executives'salary. Our compensation components, as the Committee deems appropriate. The Committeecommittee may reassess theour target annual incentive for each executive officerNEO from time to time.
    Our compensation committee approved the target annual incentive, performance levels and payout parameters for the STI for fiscal year 2020 in March 2020. The annualizedcompensation committee approved amended financial metrics increasing the FCF threshold from $195 million to $202 million in May 2020 due to changes in certain assumptions around market interest rates that the compensation committee deemed appropriate. The target annual incentive for 2020 is a percentage of each individual’s base salary levels andas of December 31, 2020, subject to proration based on changes in position or salary. In fiscal year 2020, the STI target annual incentives for each of our NEOs, in 2014 (which comprise both current and former executive officers,expressed as indicated)a percentage of each NEO’s base salary, were as follows:

    Named Executive Officers
    		​​
    Target Annual
    Incentive
    (STI)
    Joseph A. Walsh
    		​​
    100%
    Paul D. Rouse
    		​​
    70%
    Gordon Henry
    		​​
    70%
    James McCusker
    		​​
    70%
    John Wholey
    		​​
    70%
    Debra Ryan(1)
    		​​
    60%

     
    		 Name Annualized
    Base Salary    		 Target Annual
    Incentive (STI)    		 

    Current Executive Officers

    		 Joseph A. Walsh $150,000  0%

    		 Paul D. Rouse $450,000  70%

    		 Del Humenik(1) $600,000  85%

    		 Debra M. Ryan $332,000  60%

    		 Raymond R. Ferrell $312,500  60%

    Former Executive Officers(2)

    		 

    Peter J. McDonald

    		 
    $
    1,050,000    		  
    100
    %

    		 Samuel D. Jones $514,000  85%

    		 Frank P. Gatto $430,000  70%
    (1)
    Per the EVP Severance Plan, Ms. Ryan was entitled to a prorated 2020 STI award based on the number of days employed in 2020 calculated using actual company performance and individual performance at target Short-Term Incentive Plan Metrics and Performance for Fiscal Year 2020.
    (1)
    On May 27, 2014, our Board of Directors promoted Mr. Humenik to the position of the Chief 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

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      Revenue Officer, with responsibility for managing sales for our Company. Under our new management structure, the position of Chief Operating Officer was eliminated.

    (2)
    Mr. McDonald, our former President and Chief Executive Officer, retired as an executive officer and a director of the Company effective October 14, 2014. Mr. Jones, our former Executive Vice President—Chief Financial Officer and Treasurer, resigned as an executive officer of the Company effective November 14, 2014. Mr. Gatto, our former Executive Vice President—Operations, resigned effective October 31, 2014.

    2014 Annual Incentive Plan Metrics and Performance

    There were fourthree performance metrics in our 2014 STI.STI for fiscal year 2020. Below is a description of those metrics and our threshold, target and maximum performance levels and respective payouts under the plan.

    1.
    EBITDA (50%). This performance metric supports our focus on improving revenue trends and reflects the public budget released on December 10, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2020. EBITDA is a non-GAAP metric, defined as earnings before interest, tax, depreciation and amortization.
    2.
    Free Cash Flow (“FCF”) (25%). This performance metric supports our goal of generating value for our shareholders. Free Cash Flow has been adjusted to reflect the public budget release of December 10, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2020. FCF is a non-GAAP metric, defined as net cash provided by operating activities as reduced by capital expenditures. FCF does not include certain tax liabilities, settlement of liability stock option awards and certain investments in growth opportunities, including merger and acquisitions and relisting activities.
    3.
    Individual Performance (25%). This performance metric supports our goal of pay for performance. Individual annual goals (which are designed to propel Company performance and objectives) are determined by our Chief Executive Officer for all NEOs other than the Chief Executive Officer, while the Chief Executive Officer’s individual annual goals are determined by the compensation committee. The attainment of each NEO’s annual goals is based on an individual performance assessment by our Chief Executive Officer and ratified by the compensation committee (for all NEOs other than the Chief Executive Officer, and based on an individual performance assessment by our compensation committee for our Chief Executive Officer). In fiscal year 2020, the Company established a minimum EBITDA threshold of $375 million for this performance metric. This means that if EBITDA for fiscal year 2020 was below $375 million, no incentive award would be earned for the Individual Performance metric (i.e. 25% of the STI payout opportunity would not be funded).
    27

    TABLE OF CONTENTS

            The Committee developed the performance and payout parametersSTI for the 2014 STI in the first quarter of 2014. We set threshold, target and maximum performance levels for each metric and the targets were tied to our annual operating plan.

            As illustrated in the tables below, the Committee established a minimum performance threshold of 90% of target for each metric. This means that performance below 90% of target for any metric would result in no incentive award being earned for that metric. As an example, if performance on EBITDA, which was weighted 30%, came in below 90% of target, then 30% of the STI payout opportunity would not be funded. The Committee established a maximum performance level at 120% of target performance for each metric, and capped the maximum payout at 200% of target.

            For performance between any of the breakpoints listed in the table below, we would interpolate the value of the payout using the percentages immediately above and below the values in the table. Our actual 2014 performance and payout results follow these tables.

    fiscal year 2020.
    EBITDA
    (in millions)
    		​​
    % of EBITDA
    Component
    Payout
    		​​
     
    		​​
    FCF
    (in millions)
    		​​
    % of FCF
    Component
    Payout
    $391.00
    		​​
    10%
    		​​
    Threshold
    		​​
    $188.00
    		​​
    10%
    $392.00
    		​​
    20%
    		​​
     
    		​​
    $189.00
    		​​
    20%
    $393.00
    		​​
    30%
    		​​
     
    		​​
    $190.00
    		​​
    30%
    $394.00
    		​​
    40%
    		​​
     
    		​​
    $191.00
    		​​
    40%
    $395.00
    		​​
    50%
    		​​
     
    		​​
    $192.00
    		​​
    50%
    $396.00
    		​​
    60%
    		​​
     
    		​​
    $193.00
    		​​
    60%
    $397.00
    		​​
    70%
    		​​
     
    		​​
    $194.00
    		​​
    70%
    $398.00
    		​​
    80%
    		​​
     
    		​​
    $195.00
    		​​
    80%
    $399.00
    		​​
    90%
    		​​
     
    		​​
    $196.00
    		​​
    90%
    $400.00
    		​​
    100%
    		​​
    Target
    		​​
    $197.00
    		​​
    100%
    $401.50
    		​​
    105%
    		​​
     
    		​​
    $198.00
    		​​
    105%
    $403.00
    		​​
    110%
    		​​
     
    		​​
    $199.00
    		​​
    110%
    $404.50
    		​​
    115%
    		​​
     
    		​​
    $200.00
    		​​
    115%
    $406.00
    		​​
    120%
    		​​
     
    		​​
    $201.00
    		​​
    120%
    $407.50
    		​​
    125%
    		​​
    Maximum
    		​​
    $202.00
    		​​
    125%
    EBITDA
    30%    		 FREE CASH FLOW
    10%    		 PRINT AD SALES
    25%    		 DIGITAL AD SALES
    35%    		 
    Performance Payout Performance Payout Performance Payout Performance Payout 
     90% 65% 90% 65% 90% 65% 90% 65%
     95% 83% 95% 83% 95% 83% 95% 83%
     100% 100% 100% 100% 100% 100% 100% 100%
     110% 135% 110% 135% 110% 135% 110% 135%
     120% 200% 120% 200% 120% 200% 120% 200%

    On March 5, 2015 the Committee8, 2021, our compensation committee reviewed the Company'sCompany’s performance against the pre-established metrics for fiscal year 2014.2020. The Committeecompensation committee determined that:that for fiscal year 2020, EBITDA results were at 98.6% of target,


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    achieved $411.44 million and FCF achieved $231.82 million resulting in a 95.2%the maximum payout of 125.0% for this measure; Free Cash Flow results were at 109%both EBITDA and FCF for the Company Performance component (accounting for 75% of target, resulting in a 131.5% payout for this measure; Print Ad Sales were at 100.5% of target, resulting in a 101.6% payout for this measure; and Digital Ad Sales results were at 94.6% of target, resulting in a 81.2% payout for this measure. Given the performance described above, the total payout percentaward) and that the Individual Performance component (accounting for 25% of the 2014 STI Plantotal award) for all NEOs was 95.6% overall.at target (100%). The resulting incentive payments for 2020 STI to Named Executive OfficersNEOs are detailed in the table below:

    Named Executive Officers
    		​​
    2020 STI
    Joseph A. Walsh
    		​​
    $1,223,125
    Paul D. Rouse
    		​​
    $421,011
    Gordon Henry
    		​​
    $336,808
    James McCusker
    		​​
    $336,808
    John Wholey
    		​​
    $318,097
    Debra Ryan(1)
    		​​
    $149,532

    (1)
    		Pursuant to the terms of the EVP Severance Plan, represents a prorated 2020 STI award based on the number of days Ms. Ryan was employed in 2020 through her separation on July 24, 2020, calculated using actual Company performance and individual performance at target, and paid at the same time as the Company pays 2020 incentive awards to its other executives.
     
    		 Name 2014 STI Paid
    in March 2015    		 

    Current Executive Officers

    		 Joseph A. Walsh  N/A 

    		 Paul D. Rouse  N/A 

    		 Del Humenik $459,273 

    		 Debra M. Ryan $190,435 

    		 Raymond R. Ferrell $179,250 

    Former Executive Officers

    		 

    Peter J. McDonald

    		 
    $
    963,000    		 

    		 Samuel D. Jones $380,642 

    		 Frank P. Gatto $250,696 
    Over Performance Plan-Cash Incentive
    We provide our NEOs with the opportunity to earn annual, performance-based cash compensation under our Over Performance Plan (our “OPP”). The OPP is intended to motivate and reward executive officers for the overachievement of annual business objectives. Payouts under our OPP are determined annually by our compensation committee based on each NEO’s overachievement of target incentive and performance against pre-determined Company financial performance measures. Our compensation committee may reassess our target annual incentive for each NEO from time to time.
    Our compensation committee approved the target annual incentives, performance levels and payout parameters for our OPP for fiscal year 2020 in March 2020. The compensation committee approved amended financial metrics increasing the FCF threshold from $195 million to $202 million in May 2020 due to changes in certain assumptions around market interest rates that the compensation committee deemed appropriate. The OPP target annual incentive is expressed as a percentage of each individual’s base salary.
    28

    2014 Special AwardsTABLE OF CONTENTS

    In fiscal year 2020, the OPP target annual incentives for each of our NEOs, expressed as a percentage of each NEO’s base salary, were as follows (except for Ms. Ryan, who was ineligible to earn an incentive payment under the OPP due to her separation from the Company in 2020:
    Named Executive Officers
    		​​
    Target Annual
    Incentive
    (OPP)
    Joseph A. Walsh
    		​​
    100%
    Paul D. Rouse
    		​​
    70%
    Gordon Henry
    		​​
    70%
    James McCusker
    		​​
    70%
    John Wholey
    		​​
    70%
    Debra Ryan
    		​​
    N/A
    Over Performance Plan Metrics and Performance for Fiscal Year 2020
    There were two performance metrics in our OPP for fiscal year 2020. Below is a description of those metrics and our threshold, target and maximum performance levels and respective payouts under the plan.
    1.
    EBITDA (50%). This performance metric supports our focus on improving revenue trends and reflects the public budget released on December 10, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2020. EBITDA is adjusted for certain investments in growth opportunities.
    2.
    FCF (50%). This performance metric supports our goal of generating cash to build the business, while continuing to meet our debt requirements. Free Cash Flow has been adjusted to reflect the public budget release of December 10, 2019, which represents the budget guiding principles and financial projections of the Company for fiscal year 2019. FCF does not include certain tax liabilities, settlement of liability stock option awards and certain investments in growth opportunities, including merger and acquisitions and relisting activities.
    The below table reflects in detail the respective payouts per performance level for each performance metric under our OPP for fiscal year 2020.
    EBITDA
    (in millions)
    		​​
    % of
    EBITDA
    Component
    Payout
    		​​
     
    		​​
    Adjusted
    FCF
    (in
    millions)
    		​​
    % of
    Adjusted FCF
    Component
    Payout
    $407.50
    		​​
     
    		​​
    Threshold
    		​​
    $202.00
    		​​
     
    $409.50
    		​​
    11%
    		​​
     
    		​​
    $204.00
    		​​
    11%
    $413.50
    		​​
    33%
    		​​
     
    		​​
    $208.00
    		​​
    33%
    $417.50
    		​​
    56%
    		​​
     
    		​​
    $212.00
    		​​
    56%
    $421.50
    		​​
    78%
    		​​
     
    		​​
    $216.00
    		​​
    78%
    $423.50
    		​​
    89%
    		​​
     
    		​​
    $218.00
    		​​
    89%
    $425.50
    		​​
    100%
    		​​
     
    		​​
    $220.00
    		​​
    100%
    $429.50
    		​​
    122%
    		​​
     
    		​​
    $224.00
    		​​
    122%
    $433.50
    		​​
    144%
    		​​
     
    		​​
    $228.00
    		​​
    144%
    $437.50
    		​​
    167%
    		​​
    No Cap
    		​​
    $232.00
    		​​
    167%
    29

    TABLE OF CONTENTS

    On March 10, 2014 we granted one-time, special cash awards to8, 2021, our Named Executive Officers.compensation committee reviewed the Company’s performance against the pre-established metrics for fiscal year 2020. The special awardscompensation committee determined that for fiscal year 2020, EBITDA achieved $411.44 million or 21.90% payout incentive and FCF achieved $231.82 million or 165.7% payout incentive resulting in an overall achievement of 93.8%. There is not an Individual Performance component for the OPP. The resulting incentive payments for 2020 OPP to NEOs exceptingare detailed in 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 Committee determined that these awards were warranted based on the executive officers' performance in leading the integration of Dex One and SuperMedia following the merger. In approving these awards, the Committee and the Board desired to recognize the significant achievements made in integrating the two companies, and noted that the STI, while focused on four areas of operational performance, did not include an effective way to recognize integration results.

    table below:
    Named Executive Officers
    		​​
    2020 OPP
    Paid on
    March 26,
    2021
    Joseph A. Walsh
    		​​
    $966,140
    Paul D. Rouse
    		​​
    $332,554
    Gordon Henry
    		​​
    $266,043
    James McCusker
    		​​
    $266,043
    John Wholey
    		​​
    $251,263
    Debra Ryan
    		​​
    N/A

    Long-Term Equity Incentive Compensation
     
    		 Name March 2014 Special Awards 

    Current Executive Officers

    		 Del Humenik $13,000 

    		 Debra M. Ryan $8,000 

    		 Raymond R. Ferrell $5,500 

    Former Executive Officers

    		 

    Peter J. McDonald

    		 
    $
    30,000    		 

    		 Samuel D. Jones $15,000 

    		 Frank P. Gatto $11,000 

    Details: Long-term Incentive Plans and Awards in 2014

            Dex Media provides itsWe have historically provided our executive officers with the opportunity to earn variable long-term equity and/incentive compensation in the form of non-qualified stock options under our 2016 Stock Incentive Plan (“2016 Plan”). On September 3, 2020, our board of directors approved our 2020 Incentive Award Plan ( “2020 Plan”), which became effective on September 23, 2020, and under which we may award long-term equity incentive grants. Following the effectiveness of our 2020 Plan, no future grants can be awarded under our 2016 Plan; however, all outstanding awards under the 2016 Plan, remain outstanding in accordance with the terms of the applicable award agreements and our 2016 Plan. In addition, any shares of common stock that are forfeited or cash compensationlapse unexercised under its long-term incentive plans. the 2016 Plan are added to the pool for issuance under the 2020 Plan.

    The purpose of these long-term equity awards is to reward executive officers for performance over a longer time period and to provide incentives for them to achieve Dex Media'sour long-term financial and operational goals. The Dex Media, Inc. Equity IncentiveOur 2016 Plan (the "EIP") and the Dex Media, Inc. Amended and Restated Long-Term Incentiveour 2020 Plan (the "LTIP") are intended to advance the best interests of the Company, itsus, our affiliates and itsour stockholders by providing those persons who have substantial responsibility for the management and growth of the Companyus and itsour affiliates with additional performance incentives and an opportunity to obtain or increase their proprietary interest in the Company, thereby encouraging them to continue their employment with the Company. The LTIPOur 2016 Plan and EIPour 2020 Plan are administered by the Committee and will terminate no later than ten years after their respective adoption.


    Tablecompensation committee with oversight from the board of Contents

            In March 2014,directors.

    Equity Awards in Fiscal Year 2020
    Because our compensation committee determined that our NEOs already have a significant equity stake in the Committee approved goals and weightings, under the Company's long-term incentive program comprised of awards of restricted stock,Company from past non-qualified stock options and long-term cash under the LTIP and EIP. Non-qualified stock options are granted for the three year period and the cash component is provided each year. While the Committee reserves the ability to grant equity to NEOs in 2015, the intentoption awards, none 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.

    2014 Restricted Stock 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 award vests on December 31, 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 non-qualified stock options under our 2020 Plan in fiscal year 2020.

    Option Repricing
    On November 23, 2020 the EIP, with exceptionboard of Mr. Walsh, who receiveddirectors and compensation committee, and on November 24, 2020, Mudrick Capital Management, L.P., the stockholder holding a grantmajority of non-qualified stock options on 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:

    Executive Officer
    		 Stock
    Options(1)    		 Stock Options
    Grant Date Value(2)    		 

    Joseph A. Walsh

    		  271,000 $1,130,070 

    Paul D. Rouse

    		  30,972 $155,789 

    Del Humenik

    		  40,486 $215,895 

    Raymond R. Ferrell

    		  47,158 $196,895 

    Debra M. Ryan

    		  19,358 $97,371 
    (1)
    On December 15, 2014, Messrs. Rouse, Humenik and Ferrell and Ms. Ryan were awarded stock options to acquire 30,972, 15,486, 19,358 and 19,358outstanding shares of the Company's commoncapital stock respectively, which vest on December 31, 2017. The exercise price for these options is $9.18. As a material inducement to accept the position of our Chief Executive Officer, on October 14, 2014, Mr. Walsh received an award of stock options to acquire 271,000 shares of the Company's common stock at an exercise price of $7.54, and vesting date of December 31, 2017. In connection with his promotion to the position of the Chief Operating Officer of the Company entitled to vote on the matter, approved 1) a one-time stock option repricing for certain previously granted and still outstanding options held by the Company’s employees; and 2) for certain officers, including the NEOs other than Ms. Ryan who was no longer employed by the Company, contingent upon each such officer’s written consent with respect to certain of his or her own previously granted and still outstanding options, (a) a one-time stock option repricing and (b) a delayed vesting schedule for such options (the “Option Repricing”).
    The relevant options were granted to the applicable employees and officers on November 18, 2019, December 3, 2019 and February 19, 2020 (the “Subject Options”).
    All applicable officers consented to the Option Repricing and the Option Repricing became effective May 28, 2014, Mr. Humenik received an additional award of stock options to acquire 25,000 shareson the trading day following the twentieth calendar day following the commencement of the Company's common stock at an exercise price of $9.99, vesting over four years in equal installments of one-fourth on each of March 31, 2015, 2016, 2017 and 2018. In connection with his appointment asmailing to the Corporation's Executive Vice President—General Counsel and Corporate Secretary, on January 2, 2014, Mr. Ferrell received an additional award of stock options to acquire 27,800 sharesCompany’s stockholders of the Company's common stock at an exercise price of $10.25, vesting over four years in equal installments of one-fourthdefinitive Information Statement on each of March 31, 2014, 2015, 2016Schedule 14C filed with the Securities and 2017.Exchange Commission, which effectiveness date was December 29, 2020.
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    (2)
    The values presented in the table are based on the grant date Black-Scholes valuation model at $5.57 fair value per share for the grant of September 5, 2013. Grant of January 2, 2014 equals $3.58; grant of May 28, 2014 equals $5.52; grant of October 14, 2014 equals $4.17; and grant of December 15, 2014 equals $5.03 fair value per share.

    2013-2015 Cash Long-term Incentive Plan

            On 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 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, 2014 and 2015 represents one performance 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.

            The total target incentive opportunity for 2014 performance period under the 2013-2015 Cash LTIP for the following Named Executive Officers is set forth below:

    Executive Officer
    		 2014 Target Award 

    Del Humenik(1)

    		 $900,000 

    Debra M. Ryan

    		 $250,000 

    Raymond R. Ferrell

    		 $200,000 
    (1)
    In connection with his promotion to the position of the Executive Vice President—Sales and Marketing on January 1, 2014, Mr. Humenik's target award opportunity for the 2014 performance period under the 2013-2015 Cash LTIP increased from $550,000 to $750,000. In connection with his promotion the position of the Chief Operating Officer of the Company on May 28, 2014, Mr. Humenik's target award opportunity for the 2014 performance period under the 2013-2015 Cash LTIP increased from $750,000 to $900,000, effective as of May 1, 2014. As noted above, effective November 4, 2014, Mr. Humenik became the Executive Vice President—Chief Revenue Officer, with responsibility for managing sales for our Company. Under our new management structure, the position of Chief Operating Officer was eliminated.

            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 2014, performance under the 2013-2015 Cash LTIP is based on: (i) 2014 Free Cash Flow (defined as cash from operations, less additions to fixed assets and capitalized software), which comprises 50% of the total award opportunity; and (ii) 2014 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. To facilitate payout calculations, performance in between these breakpoints would be calculated


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    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.

    FREE CASH FLOW
    50%    		 DIGITAL AD SALES
    50%    		 
    Target % Payout % Target % Payout % 
     90% 75% 90% 50%
     95% 88% 95% 75%
     100% 100% 100% 100%
     110% 125% 110% 150%
     120% 150% 120% 200%

            On March 5, 2015, the Committee reviewed the Company's performance against the pre-established metrics for fiscal year 2014. The Committee determined that 2014 Digital Ad Sales results were at 94.6% of target, resulting in a 73.2% payout, and adjusted Free Cash Flow results were at 109% of target, resulting in a 122.5% payout. Given the performance and relative weights described above, the total payout for the 2014 performance period under the 2013-2015 Cash LTIP 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 whichOption Repricing decreased the exercise price of Subject Options from $16.20 to $13.82 and, for options held by officers, implemented a delayed vesting scheduled. Vesting for the option is reducedSubject Options held by the amount of any cash dividends distributed prior to the option being exercised.

            Under the termsour NEOs now occurs (a) in equal annual installments over a three year period commencing on January 1, 2021 for Messrs. Rouse, Henry, McCusker and Wholey and (b) in equal monthly installments over a three year period commencing on January 1, 2021 for Mr. Walsh (whose options vested monthly). The expiration date 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 portionsoptions was not changed.

    The incremental fair value for repriced options held by NEOs, computed as of the award are payablerepricing date in cash within 60 days of each applicable vesting date.


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            The following NEOs were awarded units underaccordance with FASB ASC Topic 718 for the VCPrelevant options, is included in the following amounts onSummary Compensation Table and Grants of Plan Based Awards Table below.

    The board of directors and compensation committee believe that the termsEmployee Repricing and conditions set forthOfficer Amendments were 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 adoptionbest interests 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 Chief Executive Officer, Mr. Walshstockholders and the Company, entered into an Employment Agreement, dated 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 entitledin order to an annual base salary of $150,000. Mr. Walsh is also entitledcontinue to a grant of options to purchase 271,000 sharesretain and motivate key contributors of the Company's common stock,Company, which vest on December 31, 2017, as well as an award of 350,000 VCP units, representing 50% ofis necessary for 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—PresidentCompany’s future success and CEO Employment Agreement."

    Peter J. McDonald Employment Agreement; Consulting Agreement and Severance

            On December 19, 2013, the Company entered into an Amended and Restated Employment Agreement with Mr. McDonald in connection with his service as our President and Chief Executive Officer (the "McDonald Employment Agreement"). The McDonald Employment Agreement was terminated upon Mr. McDonald's retirement effective October 14, 2014. The McDonald Employment Agreement provided for an annual base salary of $1,050,000 beginning on January 1, 2014 and 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 providedgrowth in the McDonald Employment Agreement. In connection with entering into the McDonald Consulting Agreement, the Company and Mr. McDonald agreedvalue of its shares.

    Named Executive Officers
    		​​
    # Shares of
    Common Stock
    Underlying
    Repriced
    Options
    		​​
    Original
    Exercise
    Price of
    Repriced
    Options ($)
    		​​
    Amended
    Exercise
    Price of
    Repriced
    Options(1)
    Joseph A. Walsh
    		​​
    1,111,111
    		​​
    $16.20
    		​​
    $13.82
    Paul D. Rouse
    		​​
    111,111
    		​​
    $16.20
    		​​
    $13.82
    Gordon Henry
    		​​
    111,111
    		​​
    $16.20
    		​​
    $13.82
    James McCusker
    		​​
    111,111
    		​​
    $16.20
    		​​
    $13.82
    John Wholey
    		​​
    111,111
    		​​
    $16.20
    		​​
    $13.82
    Debra Ryan
    		​​
    N/A
    		​​
    N/A
    		​​
    N/A
    (1)
    		The amended exercise price was determined using the greater of a) $13.82 per share based on the 10 day VWAP for the trading period between October 2, 2020 through October 15, 2020 or b) the Fair Market Value closing price of stock on December 28, 2020 which was $11.62. Additionally, the vesting schedule was replaced with a new delayed vesting schedule, beginning on January 1, 2021 for each of Messrs. Walsh, Rouse, Henry, McCusker and Wholey.
    Retirement Savings Benefits
    We offer a 401(k) retirement savings plan to change the payment schedule forall employees, including all NEOs, to enable them to contribute a portion of their base salary and earned STI award. We provide an employer contribution match up to statutory limits, which was suspended in May 2020, but reinstated for fiscal year 2021.
    Other Employee Benefits
    Benefits are part of the cash severance benefits payableoverall competitive compensation program designed to Mr. McDonald from a single lump sum,attract and retain employees, including NEOs. NEOs participate in the same benefit programs 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 connectiongeneral employee population, with the termination his employment effective asadditional benefit made to them for annual executive physical examinations. Our NEOs have the option of October 14, 2014. Forsubmitting reimbursements for the annual physical examination benefit, which provides eligible executives with a description of Mr. McDonald's severancecomprehensive medical examination once per year. Our compensation committee will continue to periodically review and evaluate personal benefits payouts, see "Executive Compensation Tables—Potential Payments Upon Termination or Change in Control."


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    Samuel D. Jones and Frank 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 noticeprovided 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.

    NEOs.

    Severance Plan

            The Company does

    We do not have employment agreements with any NEOs except for Mr. Walsh. Other NEOs are eligible to receive executive severance benefits pursuant to, and are subject to certain restrictive covenants under, the Dex Mediaour EVP Severance Plan. The Severance Plan replaces and supersedes the SuperMedia Inc. Executive Transition Plan and the Dex One Corporation Severance Plan—Senior Vice President, the severance plans of our predecessor companies. TheOur EVP Severance Plan provides benefits to certain of our executives serving in athe position of Executive Vice President or a more senior position in the event of termination of their employment under the circumstances described in theour EVP Severance Plan. The EVP Severance Plan was designed primarily to encourage executives to remain employed with 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 See “-NEO Employment Agreements and Arrangements - EVP Severance Plan” below for additional information about the Severance Plan, see "Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Severance Plan." Mr. Walsh does noton these executive severance benefits.

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    Broad-Based Benefits Programs and Perquisites
    All full-time employees, including our NEOs, may participate in our health and is not entitledwelfare benefit programs, including medical, dental and vision care coverage, disability insurance and life insurance. Our NEOs are also eligible to receive any payments or otherparticipate in our employee stock purchase plan, beginning in fiscal year 2021, on the same terms as our eligible employees. In fiscal year 2020, our NEOs also received certain perquisites and personal benefits under,set forth in the Severance Plan. Under“Summary Compensation Table” below. We provide these benefits to retain and attract talented executives with the Walshskills and experience to further our long-term strategic plan.
    NEO Employment Agreement,Agreements and Arrangements
    From time to time, we entered into employment agreements and arrangements in order to attract and retain key executives. Mr. Walsh is entitledthe only NEO party to receive payments upon the termination of hisan employment under certain circumstances. These payments are described under "Potential Payments Upon Termination or Change in Control—President and CEOagreement with us.
    Joseph A. Walsh Employment Agreement."

    Agreement

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            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.

    SECTION 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 were 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.


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            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 were 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 (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 (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

            Our NEOs participated in the former 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 can elect to contribute to this plan on a pre-tax, post-tax or Roth basis and receive a Company matching contribution at 100% on the first 3% of eligible employee contributions (includes base salary and annual short-term incentives, subject to applicable Internal Revenue Service 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. Although the plan allows for the discretionary match, no supplemental contributions 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. In December 2014, the Committee reviewed the levels of personal benefits provided to the NEOs and determined that it is in the best interest of the Company and its stockholders to discontinue the financial counseling program effective May 1, 2015, and cash allowance effective December 31, 2014. The Committee agreed to maintain annual physical


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    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 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, the 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-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-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 our other executive officers as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (the "Covered Executives"). Under the Executive Guidelines, the Covered 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. The 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


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    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.

    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 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 Securities and Exchange Commission or subject to Section 18 of the Securities Exchange Act of 1934.

    Compensation and Benefits Committee
    Thomas D. Gardner, Chairman
            Jonathan B. Bulkeley
            Thomas S. Rogers


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    EXECUTIVE COMPENSATION TABLES

            The following tables summarize the 2014 compensation of our Named Executive Officers.


    SUMMARY COMPENSATION TABLE

    Name and Principal
    Position(a)
    		 Year(b) Salary
    $(c)    		 Bonus
    $(d)    		 Stock
    Awards
    $(e)    		 Option/
    SAR
    Awards
    $(f)    		 Non-Equity
    Incentive
    Plan
    Compensation
    $(g)    		 Change in
    Pension
    Value and
    Nonqualified
    Deferred
    Compensation
    Earnings
    $(h)    		 All Other
    Compensation
    $(i)    		 Total
    $(j)    		 
    Joseph A. Walsh  2014  25,385  0  0  2,043,340  0  0  497,029  2,565,753 

    President and CEO

    		                            

    Paul D. Rouse
     
     
    2014
     
     
    51,923
     
     
    0
     
     
    0
     
     
    284,323
     
     
    0
     
     
    0
     
     
    779
     
     
    337,025
     

    EVP—Chief Financial Officer and Treasurer

    		                            

    Del Humenik
     
     
    2014
     
     
    562,308
     
     
    0
     
     
    99,900
     
     
    391,911
     
     
    835,081
     
     
    4,386
     
     
    43,259
     
     
    1,936,845
     

    EVP—Chief Revenue Officer

    		  2013  326,642  13,000  250,100  340,327  963,982  457  31,585  1,926,093 

    Raymond R. Ferrell
     
     
    2014
     
     
    310,212
     
     
    0
     
     
    54,859
     
     
    462,656
     
     
    241,427
     
     
    0
     
     
    28,318
     
     
    1,097,472
     

    EVP—General Counsel and Secretary

    		                            

    Debra M. Ryan
     
     
    2014
     
     
    332,000
     
     
    0
     
     
    0
     
     
    177,706
     
     
    361,443
     
     
    30,627
     
     
    44,494
     
     
    946,271
     

    EVP—Chief Human Resources Officer

    		                            

    Peter J. McDonald
     
     
    2014
     
     
    873,539
     
     
    0
     
     
    0
     
     
    0
     
     
    1,734,000
     
     
    0
     
     
    7,487,735
     
     
    10,095,273
     

    Former President and CEO

    		  2013  638,423  30,000  512,500  696,250  2,457,745  0  25,250  4,360,168 

    Samuel D. Jones
     
     
    2014
     
     
    474,462
     
     
    0
     
     
    0
     
     
    0
     
     
    380,642
     
     
    0
     
     
    4,022,501
     
     
    4,877,604
     

    Former EVP—Chief Financial Officer and Treasurer

    		  2013  335,688  15,000  341,325  463,981  1,404,697  0  34,793  2,595,484 

    Frank P. Gatto
     
     
    2014
     
     
    380,385
     
     
    0
     
     
    0
     
     
    0
     
     
    250,696
     
     
    46,442
     
     
    3,419,958
     
     
    4,097,480
     

    Former EVP—Operations

    		  2013  281,015  11,000  227,550  309,692  941,025  0  86,005  1,856,287 
    (d)
    2013 amounts represent the special award to the Named Executive Officers paid in March 2014, based on post-merger integration performance and team selection and retention.

    (e)
    (f) The compensation amounts reported in the "Stock Awards" and "Option/SAR Awards" columns reflect the grant date value of awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation ("FASB ASC Topic 718") without regard to estimated forfeitures related to service-based vesting conditions. The fair value of a stock award is equal to the closing price of our stock on the grant date. Our Black-Scholes assumptions for financial statement purposes are described in Note 11 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. See "Compensation Discussion and Analysis—Section 4—Compensation Philosophy, Objectives and Programs" above for a further explanation of our long-term incentive awards.

    (g)
    Amounts reported in this column represent the Company's short-term incentive award paid for performance under our STI. The amounts for 2014 performance were paid in March 2015. The amounts for Mr. Jones and Mr. Gatto represent paid amounts at pro-rata target under the Severance Plan. See "Grants of Plan-Based Awards" below and "Compensation Discussion and Analysis—Section 4—Compensation Philosophy, Objectives and Programs" above for further explanation of our annual incentive awards.

    Additional plan based amounts reported in this column represent earnings under the 2013-2015 Cash LTIP. The 2013-2015 Cash LTIP comprises a three year measurement period, with each of the fiscal years 2013, 2014, and 2015 representing one measurement period. The amounts for the 2013 performance period were paid in December 2014. See "Compensation Discussion and Analysis—Section 4—Compensation Philosophy, Objectives and Programs" above for further explanation of our long-term incentive awards.

    (h)
    Amounts listed as "Change in Pension Value and Nonqualified Deferred Compensation Earnings" reflect the change during the year in the actual present value of each NEO's pension benefit, if any. For Mr. Jones, the change in the pension plans represents an aggregate decrease of $32,709.

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    (i)
    The "All Other Compensation" column for 2014 includes the following (all amounts in dollars):

     
    		 Financial
    Planning
    ($)(1)    		 Company
    Contributions
    to Savings
    Plan
    ($)(2)    		 Flexible
    Allowance
    ($)(3)    		 Physical
    Examination
    ($)(4)    		 Other
    ($)(5)    		 Total
    ($)(6)    		 
    Joseph A. Walsh $0 $779 $6,250 $0 $490,000 $497,029 
    Paul D. Rouse  0  779  0  0  0  779 
    Del Humenik  13,870  11,700  15,600  2,089  0  43,259 
    Raymond R. Ferrell  5,434  7,284  15,600  0  0  28,318 
    Debra M. Ryan  13,870  10,731  15,600  1,608  2,686  44,494 
    Peter J. McDonald  0  11,700  22,000  0  7,454,035  7,487,735 
    Samuel D. Jones  12,084  11,700  14,300  1,984  3,982,433  4,022,501 
    Frank P. Gatto  11,552  11,700  13,000  1,871  3,381,835  3,419,958 
    (1)
    Financial planning and tax counseling services, generally provided by The Ayco Company, L.P., to assist executive officers with tax and regulatory compliance. These executive programs will no longer continue as of April 30, 2015.

    (2)
    "Company Contributions to Savings Plan" represent the Company's contributions under our 401(k) Plan, as reported by our plan record keepers prior to audit and any adjustments. The 401(k) plan is a tax-qualified defined contribution plan.

    (3)
    Flexible allowance benefits are paid in cash on a monthly basis and are for use at executive's discretion in lieu of a car allowance or otherwise; this executive program has been discontinued effective December 31, 2014. Under the Walsh Employment agreement, the Company pays Mr. Walsh $2,500 per month to maintain a remote office.

    (4)
    Executive physical benefits are comprised of a thorough annual executive physical exam whereby the Company reimburses $2,000 of the executive's out of pocket expenses above insurance coverage.

    (5)
    Prior to his appointment as our CEO, 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.

    Ms. Ryan received a distribution of her pension account balance under the Dex One Retirement Account. The payment was due as a result of a corrective action required by the Internal Revenue Service under the Employee Plans Compliance Resolution System statement.

    For Mr. McDonald, the aggregate amount includes a $90,444 payment received in 2014, as final distribution of his pension account balance under the Dex One Retirement Account. The payment was due as a result of a corrective action required by the Internal Revenue Service under the Employee Plans Compliance Resolution System statement. Mr. McDonald's additional amounts include severance compensation payments and values comprised of (a) $2,312,000 severance payment paid in 2014, (b) $3,988,000 in deferred 2015 payments, (c) $79,216 in lieu of vacation, and (d) $984,375 in estimated 2015 deferred payments related to the 2014 2013-2015 Cash LTIP performance period.

    For Mr. Jones, the aggregate amount includes (a) 2015 deferred pension payments of $1,232,364 and $237,275, under the Management Plan and the Excess Plan, respectively, (b) 2015 deferred severance payment of $1,901,800, (c) a $512,000 deferred payment in 2015 on 2013 Cash LTIP performance, (d) $15,054 in lieu of vacation, (e) 58,940 in severance related to executive perquisites covered under the Severance Plan, and (f) $25,000 in 2014 post-termination consulting services.

    For Mr. Gatto, the aggregate amount includes (a) 2015 deferred pension payments of $1,404,414 and $57,064, under the Management Plan and the Excess Plan, respectively, (b) severance payment of $1,462,000, (c) a $342,016 deferred payment in 2015 on 2013 2013-2015 Cash LTIP performance, (d) $20,101 in lieu of vacation, (e) 58,940 in severance related to executive perquisites covered under the Severance Plan, and (f) $33,300 in 2014 post-termination consulting services.


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    GRANTS OF PLAN-BASED AWARDS

            The following table provides information regarding equity and non-equity incentive plan-based awards granted to each individual included in the Summary Compensation Table (other than Messrs. McDonald, Jones, and Gatto, who separated prior to the awards' grant date) for the year ended December 31, 2014.


    GRANTS OF PLAN-BASED AWARDS TABLE—FISCAL 2014

     
    		  
    		  
    		  
    		  
    		  
    		 All Other
    Stock
    Awards:
    Number of
    Shares of
    Restricted
    Stock
    (#)
    (f)    		 All Other
    Option/SAR
    Awards:
    Number of
    Securities
    Underlying
    Options/SARs
    (#)
    (g)    		  
    		  
    		 
     
    		  
    		  
    		 Estimated Future Payouts
    Under Non-Equity Incentive
    Plan Awards    		 Exercise
    or Base
    Price of
    Option/SAR
    Awards
    ($/Sh)
    (h)    		 Grant
    Date Fair
    Value of
    Stock and
    Option/SAR
    Awards
    (i)(2)    		 
    Name
    (a)
    		  
    		 Grant
    Date
    (b)    		 Threshold
    ($)
    (c)(1)    		 Target
    ($)
    (d)(1)    		 Maximum
    ($)
    (e)(1)    		 

    Joseph A. Walsh

    		 NQSO  10/14/14              271,000  7.54    

    		 VCP  10/14/14     6,053,110              2,043,340 

    Paul D. Rouse

    		 

    NQSO

    		  
    12/15/14    		              
    30,972    		  
    9.18    		    

    		 VCP  12/15/14     691,784              284,323 

    Del Humenik

    		 

    STI

    		  
    01/01/14    		  
    331,500    		  
    510,000    		  
    1,020,000    		             

    		 LTI Cash  01/01/14  562,500  900,000  1,575,000             

    		 NQSO  05/28/14              25,000  9.99  249,750 

    		 NQSO  12/15/14              15,486  9.18  142,161 

    		 RSA  05/28/14           10,000        99,900 

    		 VCP  12/15/14     345,892                

    Raymond R. Ferrell

    		 

    STI

    		  
    01/01/14    		  
    121,875    		  
    187,500    		  
    375,000    		     
         		  
         		  
         		 

    		 LTI Cash  01/01/14  125,000  200,000  350,000             

    		 NQSO  01/02/14              27,800  10.25  284,950 

    		 NQSO  12/15/14              19,358  9.18  177,706 

    		 RSA  01/02/14           8,401        54,859 

    		 VCP  12/15/14     432,365                

    Debra M. Ryan

    		 

    STI

    		  
    01/01/14    		  
    129,480    		  
    199,200    		  
    398,400    		     
         		  
         		  
         		 

    		 LTI Cash  01/01/14  156,250  250,000  437,500             

    		 NQSO  12/15/14              19,358  9.18  177,706 

    		 VCP  12/15/14     432,365                

    Peter J. McDonald

    		 

    STI

    		  
    01/01/14    		  
    682,500    		  
    1,050,000    		  
    2,100,000    		             

    		 LTI Cash  01/01/14  703,125  1,125,000  1,968,750             

    Samuel D. Jones

    		 

    STI

    		  
    01/01/14    		  
    283,985    		  
    436,900    		  
    873,800    		             

    		 LTI Cash  01/01/14  468,650  750,000  1,312,500             

    Frank P. Gatto

    		 

    STI

    		  
    01/01/14    		  
    195,650    		  
    301,000    		  
    602,000    		             

    		 LTI Cash  01/01/14  312,500  500,000  875,000             
    (1)
    Amounts shown represent threshold, target and maximum payouts under (a) the STI, (b) 2013-2015 Cash LTIP, and (c) the VCP at grant date value. See "Compensation Discussion and Analysis—Section 4—Compensation Philosophy, Objectives and Programs" above for an explanation of the performance measures, performance objectives and relative weightings used by the Committee to determine actual 2014 payout amounts.

    (2)
    Grant date fair value calculated in accordance with FASB ASC Topic 718.

    ADDITIONAL INFORMATION RELATING TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

            The following narrative regarding employment agreements and other compensation arrangements includes certain background information to provide the reader with a better understanding of the compensation amounts shown in the Summary Compensation Table and Grants of Plan-Based Awards Table above. It should be read in conjunction with the footnotes to those tables and "Compensation Discussion and Analysis" above.


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            Employment Agreement and Other Compensation Arrangements.    In connection with Mr. Walsh'sWalsh’s appointment as our President and Chief Executive Officer, Mr. Walsh and the Company entered into thean Amended and Restated Employment Agreement, dated as of September 26, 2016 (the “Walsh Employment Agreement”). The Walsh Employment Agreement which provides for an initial term of three years,until December 31, 2019, during which Mr. Walsh is entitled to a base salary at a fixed annual rate and an annual award of one hundred percent of his base salary subject to annual performance objectives. The term of $150,000.employment is automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party gives notice of intention to not renew the employment term. The agreement also provides for a notice and 30-day cure period prior to termination with cause, though the Company may terminate without cause immediately upon written notice. 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 perCompany’s stock option plan and a stipend each month to maintain a remote office. For a description of the material terms of the Walsh Employment Agreement, see "Potential Payments Upon Termination or Change in Control—President and CEO Employment Agreement." The Company does not have employment agreements with any executive officers except for Mr. Walsh.

            On December 19, 2013, the Company entered into the McDonald Employment Agreement with Mr. McDonald, our former President and Chief Executive Officer, which was terminated upon Mr. McDonald's retirement effective October 14, 2014. The McDonald Employment Agreement provided for an annual base salary of $1,050,000 beginning on January 1, 2014 and 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 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. See "Compensation Discussion and Analysis—Section 5—Executive Employment and Consulting Agreements" for further details. For a description of Mr. McDonald's severance benefits payouts, see "Executive Compensation Tables—Potential Payments Upon Termination or Change in Control."

            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 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. See "Compensation Discussion and Analysis—Section 5—Executive Employment and Consulting Agreements" for further details. For a description of Mr. Jones' severance benefits payouts, see "Executive Compensation Tables—Potential Payments Upon Termination or Change in Control."

            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 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. See "Compensation Discussion and Analysis—Section 5—Executive Employment and Consulting Agreements" for further details. For a description of Mr. Gatto's severance benefits payouts, see "Executive Compensation Tables—Potential Payments Upon Termination or Change in Control."

    OUTSTANDING EQUITY AWARDS

            The following table provides information regarding all outstanding stock options and restricted stock units held by each individual included in the Summary Compensation Table as of December 31, 2014.


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    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END—FISCAL 2014

     
    		  
    		 Options Awards Stock Awards 
    Name (a)
    		 Grant Date
    (b)    		 Number of
    Securities
    Underlying
    Unexercised
    Options
    (#)
    Exercisable
    (c)(1)    		 Number of
    Securities
    Underlying
    Unexercised
    Options
    (#)
    Unexercisable
    (d)(1)    		 Option
    Exercise
    Price
    ($)
    (e)    		 Option
    Expiration
    Date
    (f)    		 Number of
    Shares or
    Units of
    Stock That
    Have Not
    Vested
    (#)
    (g)(2)    		 Value of
    Shares or
    Units of
    Stock That
    Have Not
    Vested
    ($)
    (h)(3)    		 

    Joseph A. Walsh

    		 10/14/2014     271,000 $7.54 10/14/2024       

    Paul D. Rouse

    		 

    12/15/2014

    		     
    30,972    		 
    $
    9.18    		 

    12/15/2024

    		       

    Del Humenik

    		 

    12/15/2014

    		     
    15,486    		 
    $
    9.18    		 

    12/15/2024

    		       

    		 05/28/2014     25,000 $9.99 05/28/2024  10,000 $89,700 

    		 09/05/2013  15,275  45,825 $10.25 09/05/2023  24,400 $218,868 

    Raymond R. Ferrell

    		 

    12/15/2014

    		     
    19,358    		 
    $
    9.18    		 

    12/15/2024

    		       

    		 01/02/2014  6,950  20,850 $10.25 01/02/2024  8,401 $75,357 

    		 09/05/2013          09/05/2023  2,699 $24,210 

    Debra M. Ryan

    		 

    12/15/2014

    		     
    19,358    		 
    $
    9.18    		 

    12/15/2024

    		       

    		 09/05/2013  6,950  20,850 $10.25 09/05/2023  11,100 $99,567 

    Peter J. McDonald

    		 

    09/05/2013

    		  
    125,000    		    
    $
    10.25    		 

    01/12/2015

    		       

    Samuel D. Jones

    		 

    09/05/2013

    		  
    83,300    		    
    $
    10.25    		 

    02/12/2015

    		       

    Frank P. Gatto

    		 

    09/05/2013

    		  
    55,600    		    
    $
    10.25    		 

    10/31/2015

    		       
    (1)
    All time-vested stock option grants awarded on September 5, 2013 and January 2, 2014 vest in equal, annual installments over four years, on March 31, of each of 2014, 2015, 2016, and 2017. Mr. Humenik's May 28, 2014, time-vested stock option award vests in equal, annual installments over four years, on March 31, of each of 2015, 2016, 2017, and 2018. All time-vested stock option grants awarded on October 14 and December 15, 2014, vest 100% on December 31, 2017.

    (2)
    All restricted stock grants awarded on September 5, 2013, and January 2, 2014, vest 100% on December 31, 2015. Mr. Humenik's restricted stock grant awarded on May 28, 2014, vests 100% on December 31, 2016.

    (3)
    Value of stock awards is calculated using market closing price of $8.97 as of December 31, 2014, which was the last trading day in the fiscal year 2014.

    OPTION EXERCISES AND STOCK VESTED

            The following table sets forth information about the vesting of restricted shares held by our named executive officers during 2014. There were no option exercises during 2014 by any of the individuals named in the Summary Compensation Table.


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    OPTION EXERCISES AND STOCK VESTED—FISCAL 2014

     
    		 Stock Awards 
    Name
    		 Number of
    Shares
    Acquired
    on Vesting    		 Value
    Realized
    on Vesting(1)    		 

    Peter J. McDonald

    		  50,000 $377,000(2)

    Samuel D. Jones

    		  33,300  282,384(3)

    Frank P. Gatto

    		  22,200  172,938(4)
    (1)
    Represents the number of shares of restricted stock that vested multiplied by the per-share closing price of the Company's common stock on the date each award vested.

    (2)
    This restricted stock award was granted on September 5, 2013, and vested on October 14, 2014, in connection with Mr. McDonald's separation from the Company.

    (3)
    This restricted stock award was granted on September 5, 2013 and vested on November 14, 2014, in connection with Mr. Jones' separation from the Company.

    (4)
    This restricted stock award was granted on September 5, 2013, and vested on October 31, 2014, in connection with Mr. Gatto's separation from the Company.

    PENSION BENEFITS

            The table below shows the actuarial present value of accumulated benefits and the number of years of service credited under the plans as of December 31, 2014, as well as payments made to our Named Executive Officers during 2014.


    PENSION BENEFITS—FISCAL 2014

    Name
    		 Plan Name Number of
    Years
    Credited
    Service(1)    		 Present
    Value of
    Accumulated
    Benefit(2)    		 Payments
    During Last
    Fiscal Year    		 

    Del Humenik(3)

    		 Dex One  3.58 $52,472    

    		 PBEP  3.58  31,263    

    Debra M. Ryan(4)

    		 

    Dex One

    		  
    34    		  
    694,012    		    

    		 PBEP  34     2,686 

    Peter J. McDonald(5)

    		 

    Dex One

    		  
    12.84    		     
    90,444    		 

    Samuel D. Jones(6)

    		 

    Management Plan

    		  
    25.00    		  
    1,232,364    		    

    		 Excess Plan  25.00  237,275    

    Frank P. Gatto(7)

    		 

    Management Plan

    		  
    29.50    		  
    1,404,414    		    

    		 Excess Plan  29.50  57,064    
    (1)
    Equal to the number of years credited service under the applicable legacy plan. Participants in the plans do not receive credit for additional years of service other than for determining retirement eligibility.

    (2)
    The present value for pension benefits has been calculated based on the age at which the Named Executive Officer may retire without any reduction in benefits and consistent with the assumptions described in Note 11 to the consolidated financial statements in the Company's annual report on Form 10-K for the year ended December 31, 2013.

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    (3)
    Mr. Humenik had prior service and pension with Dex One; therefore, following the merger of Dex One and SuperMedia, we account for his pension data for this prior service. On October 21, 2008, the Compensation and Benefits Committee of the Board of Directors of Dex One Corporation authorized the freeze of the R.H. Donnelley Retirement Account and the Company's Pension Benefit Equalization Plan effective as of December 31, 2008. In connection with the freeze, all benefit accruals under these plans ceased as of December 31, 2008; however, all plan balances will remain intact and interest credits on participant account balances, as well as service credits for vesting and retirement eligibility, will continue in accordance with the terms of the plans.

    (4)
    Ms. Ryan received a distribution of her pension account balance under the Dex One Retirement Account. The payment was due as a result of a corrective action required by the Internal Revenue Service under the Employee Plans Compliance Resolution System statement.

    (5)
    Mr. McDonald received the 2014 payment as final distribution of his pension account balance Dex One Retirement Account. The payment was due as a result of a corrective action required by the Internal Revenue Service under the Employee Plans Compliance Resolution System statement.

    (6)
    Following his separation from service, Mr. Jones received a pension payment of $1,232,364 in January 2015 from the Management Plan. Six months after his separation from service, Mr. Jones will receive a pension payment of $237,275 from the Excess Plan.

    (7)
    Following his separation from service, Mr. Gatto received a pension payment of $1,404,414 in January 2015 from the Management Plan. Six months after his separation from service, Mr. Gatto will receive a pension payment of $57,064 from the Excess Plan.

            See "Compensation Discussion and Analysis—Section 6—Other Compensation Related Items" above for a further explanation of our pensions.

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    President and CEO Employment Agreement

            On October 14, 2014, we announced the appointment of Joseph A. Walsh, as President and Chief Executive Officer of the Company and his election to the Company's Board of Directors. In connection with Mr. Walsh's appointment as our President and Chief Executive Officer, Mr. Walsh and the Company entered into the Walsh Employment Agreement, which 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 units, representing 50% of the total bonus pool under the VCP.

    Under the Walsh Employment Agreement, Mr. Walsh'sWalsh’s employment continues until the earlier of his resignation (with or without good reason), death or disability or termination by the Company (with or without cause). If the Company terminates Mr. Walsh'sWalsh’s employment withoutwith cause, Mr. Walsh resigns without good reason, or Mr. Walsh'sWalsh’s employment terminates because he does not renew his employment term, expires, Mr. Walsh is entitled to receive severance equal tothe following: (i) any unpaid base salary through the date of termination, (ii) reimbursement for any unreimbursed business expenses incurred through the date of termination, (iii) any accrued but unused vacation time in accordance with Companyour policy, (iv) except in the case of termination for cause, any accrued but unpaid bonus for the most recently completed year (or most recently completed period in the case of bonus plans covering periods shorter than a year) under our short term cash incentive plans and (iv)(v) all other payments, benefits or fringe benefits that Mr. Walsh is entitled to receive under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan, program, grant or the Walsh Employment Agreement including Mr. Walsh's award under(collectively, (i) through (v) the VCP and the grant of stock options.

    “accrued benefits”).

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    If the Company terminates Mr. Walsh'sWalsh’s employment other than for cause, Mr. Walsh resigns for good reason, Mr. Walsh’s employment terminates due to his death or disability, or Mr. Walsh’s employment terminates because the Company does not renew Mr. Walsh’s employment term, conditioned on Mr. Walsh signing a release of claims in favor of the Company (except with respect to the accrued benefits), the Company will pay Mr. Walsh (or his estate, as applicable), (i) any accrued benefits, (ii) a pro-rated bonus for the year (or period in the case of bonus plans covering periods shorter than a year) in which Mr. Walsh’s employment terminates, such bonus to be determined based on actual performance and consistent with senior executives who remain employed with the Company, and then prorated based on the number of calendar days of such year (or period) elapsed through the date of Mr. Walsh’s employment is terminated, payable at the same time as bonuses are paid to other senior executives for the year (or period) and (iii) a cash severance amount equal to one times the sum of (i) his base salary and (ii) target bonus, which amount shall be paid in a lump sum promptly after termination. If the Company terminates Mr. Walsh’s employment other than for cause, Mr. Walsh resigns for good reason, or due to death or disability,Mr. Walsh’s employment terminates because the Company does not renew Mr. Walsh’s employment term, in each case within 6 months prior to or 12 months following a change in control, (1) his cash severance amount will pay Mr. Walsh (orbe increased to two times the sum of (i) his estate, as applicable), all payments, benefits or fringe benefits that Mr. Walsh is entitledbase salary, and (ii) his target bonus, which amount shall be paid in a lump sum promptly after termination, and (2) the initial options granted to receive underhim on September 26, 2016 would

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    immediately vest. In addition, the terms of any applicable compensation arrangementMr. Walsh’s outstanding option award agreements, also provide for immediately vesting of his options upon a termination of his employment by the Company without cause or benefit, equitya resignation by Mr. Walsh without good reason, in either case, within 6 months prior to or fringe benefit plan, program, grant12 months following a change in control.
    The Walsh Employment Agreement defines “cause” as Mr. Walsh’s (i) willful misconduct with regard to the Company or his performance of his duties for the Company; (ii) embezzlement or misappropriation of assets of the Company (not including a good faith dispute over expense reimbursements) or fraud against the Company; (iii) conviction of, or guilty plea or plea of nolo contendere with respect to, a crime that constitutes a felony or a crime that constitutes a misdemeanor involving moral turpitude; (iv) material breach of the Walsh Employment Agreement or any applicable restrictive covenants; (v) willful refusal to attempt in good faith to perform his duties; (vi) willful and material violation of the Company’s generally applicable policies, including but not limited to any employment handbook and ethics code, if such violation can reasonably be expected to have a material adverse effect on the Company’s business or reputation; or (vii) willful and repeated failure to attempt to follow in good faith the lawful directives of the board of directors. With respect to any termination by reason of any of (iv) through (vii), prior to termination, Mr. Walsh's award underWalsh will be given written notice detailing the VCPspecific cause event, and he will be entitled to a 30-day cure period following receipt of such notice, following which, if the grantcause event in question is not cured, he will be terminated for cause (subject to certain specified limitations on the opportunities to cure any cause event that is substantially the same as a previous occurrence).
    The Walsh Employment Agreement defines “good reason” as the occurrence of stock options and an amount equalany of the following events, without Mr. Walsh’s express written consent, unless such events are fully corrected in all material respects by the Company within 30 days following written notification by Mr. Walsh to the differenceCompany of the occurrence of one of the reasons set forth below: (i) $2,000,000 minusmaterial diminution in Mr. Walsh’s duties, authorities or responsibilities or reporting lines as set forth in the Walsh Employment Agreement (other than temporarily while physically or mentally incapacitated or as required by applicable law), provided, however, that implementation by the board of directors of its authority on hiring and firing as specified in the Employment Agreement will not be a violation of this clause (i); (ii) material diminution in base salary or target awards; or (iii) the amountCompany’s material breach of Mr. Walsh's award under the VCP, payable when such award is paidits obligations to Mr. Walsh or, ifunder the Walsh Employment Agreement. Mr. Walsh is not entitledrequired to receiveprovide the Company with a written notice detailing the specific circumstances alleged to constitute “good reason” within 90 days after the first occurrence of such an award, at such time that he would have received his award if he were so entitled.

    circumstances, and actually terminate employment within 30 days following the expiration of the Company’s 30-day cure period described above.

    Mr. Walsh has also agreed to customary restrictions with respect to the use of the Company'sour confidential information and has agreed that all intellectual property developed or conceived by Mr. Walsh while he is employed by the Companyus that relates to the Company'sour business shall belong exclusively to the Company.us. During the term of Mr. Walsh'sWalsh’s employment with the Companyus and during the six-month period immediately thereafter, Mr. Walsh has agreed not to directly or indirectly, own manage, operate, control, be employed by or render services to any person, firm, corporation or other entity that is engaged in competition with the Company, provided, however, that if Mr. Walsh's employment terminates for any reason, other than for cause, following the eighteen-month anniversary of the start of his employment, the noncompete period will continue only if the Company pays an additional $1,000,000.us. Mr. Walsh has also agreed that during the term of his employment with the Companyus and during the one yearone-year period immediately thereafter, Mr. Walsh will not solicit or hire any of the Company'sour employees or interfere with the relationship between the Companyus and any of its vendors, joint venturersventures or licensors.

    EVP Severance Plan

            All

    Each of our current NEOs, other than Mr. Walsh, our PresidentMessrs. Rouse, Henry, McCusker and Chief Executive Officer, are eligible to receive severance benefits and are subject to certain restrictive covenants underWholey participate in the EVP Severance Plan. The EVP Severance Plan replacesincludes salary continuation severance and supersedes the SuperMedia Inc. Executive Transition Plantarget STI award severance for qualifying separations and the Dex One Corporation Severance Plan—Senior Vice President, theenhanced salary continuation severance plans of our predecessor companies. The Severance Plan is effective as of July 30, 2014, and will continue in effect (as it may be further amended from time to time in accordance with its terms) until terminated as provided therein. The Severance Plan provides benefits to certain of our executives, serving in a position of Executive Vice President, or a more senior position,target STI award severance in the event of a change in control. For additional information about the potential payments and benefits that each of Messrs. Rouse, Henry, McCusker and Wholey would be entitled to receive pursuant to the EVP Severance Plan upon a qualifying separation or change in control, see “Compensation Tables - Potential Payments Upon Termination or Change of Control - Fiscal Year 2020.” Ms. Ryan received a severance under the EVP Severance Plan based on her separation from service on July 24, 2020.
    Mr. Walsh does not participate in and is not entitled to receive any payments or other benefits under the EVP Severance Plan. Under the Walsh Employment Agreement, Mr. Walsh is entitled to receive payments upon the termination of theirhis employment under the circumstancescertain circumstances. These payments are described in the Severance Plan. The Severance Plan provides for Regular Severance Benefits andunder “Compensation Tables - Potential Payments Upon Termination or Change in Control Severance Benefits (each as defined in the Severance Plan), subject- Fiscal Year 2020.”
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    Applicable Non-Competition and Non-Solicitation Covenants
    Each NEO is bound by a non-competition agreement during his or her respective period of employment and would be bound to the terms and conditionssuch agreement for a period of the Severance Plan.

            An employee that is a participant in the Severance Plan is entitled to Regular Service Benefits in the event of the termination of their employment for reasons other than "cause" and by employee for "good reason," unless such employee is terminated within two yearstwelve months following a change in control, which include: a lump sum payment equal to 78 weeks of pay plus 1.5 times such employee's target bonus; reimbursement for the difference, if any, between (i) the total cost paid by employee for continuing health benefits under COBRA and (ii) the active employee rate for the same health benefits elected by employee under COBRA, for up to 18 months ("COBRA Supplement"); payment of premiums to continue basic life insurance for up to 18 months ("Life Insurance Continuation"); prorated bonus payable based upon actual Company performance for the entire performance period at such time as bonuses are otherwise paid (if employee has worked at least 90 days of the current calendar year at the date of termination; and outplacement services for one year ("Pro-rated Bonus").

            In the event of ahis or her termination of employment within two years followingby us without causes or by the individual for good reason. As a change in control, such employee is entitled to Change in Control Severance Benefits, which include: a lump sum payment


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    equal to 104 weeksthe non-competition agreement, each of pay plus two times such employee's target bonus; COBRA Supplement; Life Insurance Continuation; and Pro-rated Bonus.

            Payments and benefits under the Severance Plan areNEOs would also be subject to employee non-solicitation/no-hire covenants for twelve months following termination of his or her employment for any reason.

    STOCK OWNERSHIP GUIDELINES
    In November 2020, the employee's timely executionCompany’s compensation committee adopted stock ownership guidelines pursuant to which all NEOs and non-employee directors are expected to retain 60% of a general release in such form and containing such terms and conditions as may be requiredCompany stock acquired upon the exercise of options granted by the Company within sixty (60) days(net of the termination date, including reaffirming his or her obligations under any existing agreements or commitments concerning non-competition, non-solicitation, non-disparagement, confidentiality, trade secretstax and intellectual property (collectively, "Employer Protection Obligations"); provided that, if the employee is not bound by such Employer Protection Obligations as of the date of termination, the Company may require the employee to complyexercise price). The stock ownership guidelines are in effect beginning with the Employer Protection ObligationsNovember 18, 2019 grants awarded to which it requires newly-hired Executive Vice Presidentsour NEOs and the October 15, 2020 grants awarded to commit priorour non-employee directors. All future grants made to their employment with Company.

            Under the terms of the Severance Plan, any participant in the Severance Plan who was a participant in the SuperMedia Inc. Executive Transition Plan (the "Transition Plan") on April 30, 2013, who incurs a termination of employment with the Company is entitled to certain additional benefits provided for in the Transition Plan, including without limitation: the COBRA Supplement for two years (rather than 18 months); continuation of perquisites (including any flexible allowanceour NEOs and financial planning services) available at any time during the 12 months preceding the participant's actual termination of employment for two years; and certain additional benefits payable to such participant in case of death or disability.

            These additional provisions do not apply with respect to any such former Transition Plan participants who incur a termination of employment on or after May 1, 2015.

            In addition to the additional benefits described above, the executives who were participants in the Transition Plan prior to 2010 and who wouldnon-employee directors will be subject to federal excise taxes on benefits they are entitled to receive from the Company, are entitled to receive amounts necessary to offset the excise taxes and any related income taxes, penalties and interest. Only Mr. Jones and Mr. Gatto were the participants in the Transition Plan prior to 2010. Mr. Jones' resignation was effective as of November 14, 2014 and Mr. Gatto's, as of October 31, 2014. They were not subject to federal excise taxes; therefore, they did not receive any tax gross-up payments. Mr. Jones and Mr. Gatto received other additional benefits provided for the former Transition Plan participants.

    Value Creation Program

            The VCP 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. Generally, the total bonus pool under the VCP represents 7%these stock ownership guidelines.

    HEDGING POLICY
    Under Thryv’s Insider Trading Policy, members of the total "value creation" under the VCP. Value Creation is measured as the net change over the performance period commencing on October 14, 2014board of directors 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 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.

            In the event of the employee's termination of employment with the Company by employee for good reason, by the Company other than for cause, or due to employee's death or disability, the performance period with respect to the employee's award will end immediately upon the date of


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    termination and employee will become immediately vested in the amount of award. The award amount will be payable in cash within 60 days following the date of termination.

            In the event that the employee's service with the Company continues through a change in control that occurs prior to December 31, 2017, the performance period with respect to the employee's award will end immediately upon the date of the change in control, and employee will become immediately vested in the amount of award in equal one-third portions on each of the 3-month, 6-month, and 1-year anniversaries of such change in control, in each case subject to continuous employment with the Company through each such vesting date. Relevant portions of the award amount will be payable in cash within 60 days of each applicable vesting date.

    2013-2015 Cash Long-Term Incentive Plan

            The Company's 2013-2015 Cash LTIP comprises three performance periods. Each of fiscal years 2013, 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. 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. Following the introduction of the VCP in the fourth quarter of 2014, we discontinued our 2013-2015 Cash LTIP and did not grant any awards under the 2013-2015 Cash LTIP for the 2015 performance year.

            Following a change in controlall employees (including officers) of the Company, under the 2013-2015 Cash LTIP, awards for the performance periodas well as certain of their family members and entities over which they exert control, are prohibited from engaging in progress would be deemed to be earned at the target amount and for any performance period that has not been started ashedging transactions or otherwise engaging in short sales of Thryv securities.

    TAX AND ACCOUNTING CONSIDERATIONS
    Section 162(m) of the change in control, potential future awards will be forfeited.

    Restricted Stock Awards and Stock Option Awards

            On September 5, 2013Internal Revenue Code of 1986, as amended (the “Code”), generally limits the Board and the Committee approved restricted stock awardsamount we may deduct from our federal income taxes for compensation paid to our Named Executive Officers under the LTIP and EIP, as applicable. 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 under the EIP. 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 under the EIP. The restricted stock awards granted on September 5, 2013 and January 2, 2014, vest on December 31, 2015, subject to the terms of the applicable award agreements. All unvested shares of restricted stock will be forfeited upon the employee's termination of employment with the Company for any reason on or before December 31, 2015, except that the Committee, in its sole discretion, may provide for the accelerated vesting of the restricted stock. If the employee terminates employment without cause or for good reason within six months prior to or two years following a change in control, all unvested shares of restricted stock will immediately vest as of the date of such termination. All restricted stock granted on May 28, 2014 to Mr. Humenik vest 100% on December 31, 2016, subject to the terms of the applicable award agreement. All unvested shares of restricted stock will be forfeited upon Mr. Humenik's termination of employment with the Company for any reason on or before December 31, 2016, except that the Committee, in its sole discretion, may provide for the accelerated vesting of the restricted stock. If the employee terminates employment without cause or for good reason within six months prior to or two years following a change in control, all unvested shares of restricted stock will immediately vest as of the date of such termination.

            On September 5, 2013 the Board and the Committee approved awards of stock options to our Named Executive Officers under the LTIP and EIP, as applicable. In connection with his appointment as the Corporation's Executive Vice President—General Counsel and Corporate Secretary, on


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    January 2, 2014, Mr. Ferrell received an additional award of stock options to acquire 27,800 shares of the Company's common stock under the EIP. 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 award of stock options to acquire 25,000 shares of the Company's common stock under the EIP. As a material inducement to accept the position of our Chief Executive Officer, Chief Financial Officer and certain “covered employees” within the meaning of Section 162(m) of the Code to $1 million per individual per year. Our compensation committee will continue to monitor regulatory developments and consider the potential effects of Section 162(m) of the Code on October 14, 2014, Mr. Walsh received an awardthe deductibility of stockcompensation paid to our executives. Although our compensation committee is mindful of the benefits of tax deductibility when determining executive compensation, we believe that we should not be constrained by the requirements of Section 162(m) where those requirements would impair our flexibility in attracting and retaining the highest level of talented and experienced executive officers and in compensating our executive officers in a manner that best promotes our mission and strategic objectives.

    ACCOUNTING FOR STOCK-BASED COMPENSATION
    We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”), for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all stock-based payment awards made to our employees and independent members of our board of directors, including options to acquire 271,000purchase shares of the Company'sour common stock and other stock-based awards, based on a stand-alone basis, outside the EIP. On December 15, 2014,grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the Board andexecutive compensation tables below required by the Committee approved restricted stock awards to our Named Executive Officers underfederal securities laws, even though the EIP.

            The stock option awards granted on September 5, 2013 and January 2, 2014, vest over four years in equal installments of one-fourth on March 31, of each of 2014, 2015, 2016 and 2017. Mr. Humenik's May 28, 2014 stock option award vests over four years in equal installments of one-fourth, on March 31, of each of 2015, 2016, 2017, and 2018. All stock option awards granted on October 14 and December 15, 2014, vest 100% on December 31, 2017. Any unvested portionrecipient of the stock option award will be forfeited upon the employee's termination of employment with the Company forawards may never realize any reason before the date the option vests, except that thevalue from their awards.

    Compensation Committee at its sole discretion, may provide for the accelerated vestingInterlocks and Insider Participation
    None of the stock option award. If the employee terminates employment without cause or for good reason within six months prior to or two years following a change in control, any unvested portion of the stock option award will immediately vest on the date of such termination.

    Pension and Retirement Benefits

            Upon retirement or other termination of employment, certain of the Named Executive Officers are entitled to pension benefits under the Management Plan, the Excess Plan, Dex One Retirement Account and Dex One PBEP. See "Compensation Discussion and Analysis—Section 6—Other Compensation Related Items" for further information regarding the pension benefits payable to the eligible Named Executive Officers under these plans.

     
    		 Mr. Walsh Mr. Rouse Mr. Humenik Mr. Ferrell Ms. Ryan 

    Termination Scenario (12/31/14)($)

    		                

    Termination Without Cause

    		                

    Compensation

    		                

    Separation Benefits

    		 $— $1,147,500 $1,665,000 $750,000 $796,800 

    Short-Term Incentive Cash

    		  —  —  487,560  179,250  190,435 

    Long Term Incentive Cash

    		  —  —  900,000  200,000  250,000 

    Value Creation Program

    		  5,988,500  684,400  342,200  427,750  427,750 

    Restricted Stock

    		  —  —  308,568  99,567  99,567 

    Stock Options

    		  387,530  6,504  85,332  35,369  35,369 

    Benefits

    		                

    Health & Welfare Benefits          

    		  21,986  21,986  22,038  13,811  23 

    Life Insurance

    		  344  1,029  2,492  933  1,227 

    Flexible Allowance

    		  —  —  15,600  15,600  15,600 

    Flexible Allowance

    		  —  —  14,245  14,245  14,245 

    Physical Examination          

    		  —  2,000  2,000  2,000  2,000 

    Outplacement Services

    		  —  7,250  7,250  7,250  7,250 

    Excise Tax Gross-Up

    		  —  —  —  —  — 

    Total

    		 $6,398,359 $1,870,669 $3,852,285 $1,745,774 $1,840,265 

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    		 Mr. Walsh Mr. Rouse Mr. Humenik Mr. Ferrell Ms. Ryan 

    Termination Without Cause or for Good Reason in Conjunction with a CIC

    		 

    Compensation

    		                

    Separation Benefits

    		 $— $1,530,000 $2,220,000 $1,000,000 $1,062,400 

    Short-Term Incentive Cash

    		  —  —  510,000  187,500  199,200 

    Long Term Incentive Cash

    		  —  —  900,000  200,000  250,000 

    Value Creation Program

    		  5,988,500  684,400  342,200  427,750  427,750 

    Restricted Stock

    		  —  —  308,568  99,567  99,567 

    Stock Options

    		  387,530  6,504  85,332  35,369  35,369 

    Benefits

    		                

    Health & Welfare Benefits          

    		  21,986  21,986  22,038  13,811  23 

    Life Insurance

    		  344  1,029  2,492  933  1,227 

    Flexible Allowance

    		  —  —  31,200  31,200  31,200 

    Flexible Allowance

    		  —  —  28,490  28,490  28,490 

    Physical Examination          

    		  —  4,000  4,000  4,000  4,000 

    Outplacement Services

    		  —  7,250  7,250  7,250  7,250 

    Excise Tax Gross-Up

    		  —  —  —  —  — 

    Total

    		 $6,398,359 $2,255,169 $4,461,570 $2,035,869 $2,146,475 

    Death

    		  
         		  
         		  
         		  
         		  
         		 

    Compensation

    		                

    Separation Benefits

    		 $3,988,500 $1,147,500 $1,665,000 $750,000 $796,800 

    Short-Term Incentive Cash

    		  —  —  487,560  179,250  190,435 

    Long Term Incentive Cash

    		  —  —  —  —  — 

    Value Creation Program

    		  5,988,500  684,400  342,200  427,750  427,750 

    Restricted Stock

    		  —  —  —  —  — 

    Stock Options

    		  387,530  6,504  85,332  35,369  35,369 

    Benefits

    		                

    Health & Welfare Benefits          

    		  10,911  10,911  10,911  4,371  15 

    Life Insurance

    		  —  —  —  —  — 

    Flexible Allowance

    		  —  —  —  —  — 

    Financial Planning

    		  —  —  —  —  — 

    Physical Examination

    		  —  —  —  —  — 

    Excise Tax Gross-Up

    		  —  —  —  —  — 

    Total

    		 $10,375,441 $1,849,315 $2,591,003 $1,396,740 $1,450,369 

    Disability

    		  
         		  
         		  
         		  
         		  
         		 

    Compensation

    		                

    Separation Benefits

    		 $3,988,500 $1,147,500 $1,665,000 $750,000 $796,800 

    Short-Term Incentive Cash

    		  —  —  487,560  179,250  190,435 

    Long Term Incentive Cash

    		  —  —  —  —  — 

    Value Creation Program

    		  5,988,500  684,400  342,200  427,750  427,750 

    Restricted Stock

    		  —  —  —  —  — 

    Stock Options

    		  387,530  6,504  85,332  35,369  35,369 

    Benefits

    		  —  —  —  —  — 

    Health & Welfare Benefits          

    		  21,986  21,986  22,038  13,811  23 

    Life Insurance

    		  —  1,029  2,492  933  1,227 

    Flexible Allowance

    		  —  —  —  —  — 

    Financial Planning

    		  —  —  —  —  — 

    Physical Examination

    		  —  —  —  —  — 

    Excise Tax Gross-Up

    		  —  —  —  —  — 

    Total

    		 $10,386,516 $1,861,419 $2,604,622 $1,407,112 $1,451,603 

    Table of Contents


     
    		 Mr. McDonald Mr. Jones Mr. Gatto 

    Termination Scenario(1)

    		          

    Termination Without Cause or for Good Reason in Conjunction with a CIC

    		 

    Compensation

    		          

    Separation Benefits

    		 $6,300,000 $1,901,800 $1,462,000 

    Short-Term Incentive Cash

    		  963,000  380,642  250,696 

    Long Term Incentive Cash

    		  1,755,375  512,000  342,000 

    Restricted Stock

    		  377,000  282,384  172,938 

    Stock Options

    		  1,281,250  853,825  569,900 

    Benefits

    		          

    Health & Welfare Benefits

    		  22,300  30,300  23,000 

    Executive Life Insurance Program          

    		  —  2,099  1,803 

    Flexible Allowance

    		  —  31,200  31,200 

    Financial Planning

    		  —  27,740  27,740 

    Physical Examination

    		  —  4,000  4,000 

    Outplacement Services

    		  —  7,250  7,250 

    Excise Tax Gross-Up

    		  —  —  — 

    Total

    		 $10,698,925 $4,033,239 $2,892,527 
    (1)
    Messrs. McDonald's, Jones' and Gatto's payments represented here are actual payments, future payments, and values in connection with their separation from service in 2014.

    COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

            Thomas D. Gardner, Jonathan B. Bulkeley and Thomas S. Rogers served as members of the Compensation and Benefits Committee during 2014. Mark A. McEachen and Richard L. Kuersteiner served as members of the Compensation and Benefits Committee from January 1, 2014 to May 14, 2014. Mr. Kuersteiner and Mr. McEachen did not stand for re-election at the Company's 2014 meeting of stockholders. Their service on our Board of Directors ceased on May 14, 2014. No member of the Committee iscompensation committee currently are, or hashave been, an officer or employee of the Company and none had interlocking relationships with any other entitiesCompany. None of our named executive officers currently serve, or in the past year have served, as a member of the typeboard of directors or compensation committee (or other board committee performing equivalent functions) of any entity that wouldhas one or more of its named executive officers serving on our board of directors compensation committee.

    34

    TABLE OF CONTENTS

    Report of the Compensation Committee
    The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on this review and discussion, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be required to be disclosedincluded in this proxy statement.

    DIRECTOR COMPENSATION

            The Committee periodically reviews the level and balance of our non-employee director compensationInformation Statement for filing with the inputSEC.

    Compensation Committee:
    Bonnie Kintzer, Chair
    Jason Mudrick
    John Slater
    35

    TABLE OF CONTENTS

    COMPENSATION TABLES
    The section below contains information, both narrative and assistance of its independenttabular, regarding the compensation consultant. The Committee reviewed the director compensation program in April 2014, and approved an increase of annual cash retainerpaid to our NEOs for the Board Chairman service from $145,000 to $160,000 (effective as of third quarter of 2014) and an increase of the annual award of restricted stock for the Board Chairman service from $30,000 to $40,000 divided by the closing price of our common stock on the date of grant (effective for awards payable in 2015).


    Table of Contents

    CASH COMPENSATION

            The table below shows cash compensation payable to the non-management directors of the Company, except Mr. Slater, for Board and Board committee services. At his request, Mr. Slater, an executive officer of Paulson, one of our largest stockholders, has waived all director compensation.

    fiscal year 2020.
    Service
    		 Fee Amount 

    Annual Retainer for Board Service

    		 $120,000 

    Annual Retainer for Board Chairman Service

    		  160,000 

    Annual Audit and Finance Committee Membership Retainer

    		  7,500 

    Annual Audit and Finance Committee Chairman Retainer

    		  25,000 

    Annual Compensation and Benefits Committee Membership Retainer

    		  7,500 

    Annual Compensation and Benefits Committee Chairman Retainer

    		  25,000 

    Annual Corporate Governance Committee Membership Retainer

    		  5,000 

    Annual Corporate Governance Committee Chairman Retainer

    		  15,000 

    Board and Committee Meeting Fee

    		  2,000 
    Summary Compensation Table

            Annual cash director retainers are paid quarterly at the beginning of each quarter and include Board and committee retainers. Board and committee meeting fees are paid on a quarterly basis in arrears based on attendance.

    ANNUAL EQUITY BASED COMPENSATION

            In 2014, non-management directors, except Mr. Slater, received an annual award of restricted stock equal to $30,000 divided by the closing price of our common stock on the date of grant.

    The following table sets forth certainthe compensation paid or earned for the fiscal years ending December 31, 2019 and 2020, as applicable, by our NEOs:
    Name and Principal Position
    		​​
    Fiscal
    Year
    		​​
    Salary
    ($)(2)
    		​​
    Non-Equity
    Incentive Plan
    Compensation
    ($)(3)
    		​​
    Option
    Awards
    ($)(4)
    		​​
    All Other
    Compensation
    ($)(5)
    		​​
    Total
    ($)
    Joseph A. Walsh
    President & CEO
    		​​
    2020
    		​​
    1,030,000
    		​​
    2,189,265
    		​​
    811,288
    		​​
    49,858
    		​​
    4,080,411
    ​
    2019
    		​​
    1,021,923
    		​​
    1,662,163
    		​​
    9,176,400
    		​​
    16,869,514
    		​​
    28,730,000
    Paul D. Rouse
    Chief Financial Officer, EVP & Treasurer
    		​​
    2020
    		​​
    506,479
    		​​
    753,565
    		​​
    75,921
    		​​
    17,180
    		​​
    1,353,145
    ​
    2019
    		​​
    502,507
    		​​
    572,131
    		​​
    931,520
    		​​
    1,814,368
    		​​
    3,820,526
    Gordon Henry
    Chief Strategy Officer & EVP
    		​​
    2020
    		​​
    405,183
    		​​
    602,851
    		​​
    75,921
    		​​
    2,744
    		​​
    1,086,699
    ​
    2019
    		​​
    402,006
    		​​
    457,705
    		​​
    931,520
    		​​
    1,696,790
    		​​
    3,488,021
    James McCusker
    Chief Revenue Officer & EVP
    		​​
    2020
    		​​
    405,183
    		​​
    602,851
    		​​
    75,921
    		​​
    16,330
    		​​
    1,100,285
    ​
    2019
    		​​
    402,006
    		​​
    457,705
    		​​
    931,520
    		​​
    1,696,790
    		​​
    3,488,021
    John Wholey
    Chief Operations & Information Officer & EVP
    		​​
    2020
    		​​
    382,673
    		​​
    569,360
    		​​
    75,921
    		​​
    16,330
    		​​
    1,044,284
    ​
    2019
    		​​
    379,672
    		​​
    432,277
    		​​
    931,520
    		​​
    1,696,790
    		​​
    3,440,259
    Debra Ryan
    Former Chief Human Resources Officer & EVP(1)
    		​​
    2020
    		​​
    241,780
    		​​
    149,532
    		​​
    —
    		​​
    1,815,587
    		​​
    2,206,899
    (1)
    		Ms. Ryan first became an NEO for fiscal year 2020. Therefore, only fiscal year 2020 information is provided. Ms. Ryan separated from the Company on July 24, 2020.
    (2)
    		Amounts reported in this column represent the actual salary earned by each of our NEOs for the years ending December 31, 2019 and 2020, (which for fiscal year 2019 take into account the increase in annual base salary rates for the NEOs, which was effective in March 2020).
    (3)
    		Amounts reported in this column for Messrs. Walsh, Rouse, Henry, McCusker and Wholey represent the cash incentive awards paid under our STI and OPP for fiscal year 2019 and fiscal year 2020. See “Short-Term Incentive Plan – Cash Incentive” and “Over Performance Plan - Cash Incentive” in our Compensation Discussion and Analysis for further detail. Amount reported for Ms. Ryan represents the payout of a pro-rated award under our STI for fiscal year 2020 in accordance with the EVP Severance Plan.
    (4)
    		We did not grant stock option awards to our NEOs in FY 2020. Amounts included for 2020 reflect the incremental fair value of repriced options, computed in accordance with FASB ASC Topic 718. See “Option Repricing” in our Compensation Discussion and Analysis for further detail.
    (5)
    		All Other Compensation for fiscal year 2020 consisted of the following (all amounts in dollars):
    Name
    		​​
    401(k)
    Matching
    Contributions
    ($)(1)
    		​​
    Allowance
    ($)(2)
    		​​
    Stock
    Option
    Cancellation –
    Surrender for
    Cash -
    Cash
    Payment
    ($)(3)
    		​​
    Executive
    Physicals
    ($)(4)
    		​​
    Severance
    ($)(5)
    		​​
    Total
    Joseph A. Walsh
    		​​
    13,680
    		​​
    30,500
    		​​
    —
    		​​
    5,678
    		​​
    —
    		​​
    49,858
    Paul D. Rouse
    		​​
    13,680
    		​​
    500
    		​​
    —
    		​​
    3,000
    		​​
    —
    		​​
    17,180
    Gordon Henry
    		​​
    2,244
    		​​
    500
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    2,744
    James McCusker
    		​​
    13,680
    		​​
    500
    		​​
    —
    		​​
    2,150
    		​​
    —
    		​​
    16,330
    John Wholey
    		​​
    13,680
    		​​
    500
    		​​
    —
    		​​
    2,150
    		​​
    —
    		​​
    16,330
    Debra Ryan
    		​​
    13,680
    		​​
    375
    		​​
    896,335
    		​​
    —
    		​​
    905,197
    		​​
    1,815,587
    (1)
    		Amounts reported in this column represent the matching contribution made by the Company under the Company’s tax-qualified 401(k) retirement plan for 2020 prior to the suspension of the 401(k) matching contribution in May 2020.
    (2)
    		Amounts reported in this column reflect the annual stipend paid in fiscal year 2020, based on a $25.00 bi-weekly stipend to cover cell phone expenses of the NEOs through October 2020 when the Company ended this stipend due to the move to a remote work environment. In addition, for Mr. Walsh, amount includes an expense allowance of $30,000 for the maintenance of a remote office and miscellaneous expenses incurred.
    36

    TABLE OF CONTENTS

    (3)
    		Represents a cash payment received by Ms. Ryan in exchange for her agreeing to the cancellation and surrender of all of her 234,030 outstanding vested stock options at the time of her separation from the Company for an amount of cash equal to the difference between the per-share exercise price (of $2.04) and the then-current fair market value per share of our common stock (of $5.87), all as reflected on a pre-reverse stock split basis.
    (4)
    		Executive officers receive annual reimbursement for a comprehensive medical examination up to $3,000 for EVPs and the actual cost of the physical for the Chief Executive Officer.
    (5)
    		Represents amounts paid (or accrued for payment) during fiscal year 2020 in connection with Ms. Ryan’s termination from employment, as described below under “Potential Payments Upon Termination or Change of Control – Fiscal Year 2020”.
    Grants of Plan-Based Awards Fiscal Year 2020
    The following table provides information regarding the compensation earned by each non-employee director who served on our Board of Directors in 2014.


    DIRECTOR COMPENSATION—FISCAL 2014

    Name(1)
    		 Fees Earned or
    Paid in Cash(2)    		 Stock
    Awards(3)    		 Total 

    Jonathan B. Bulkeley(2)

    		 $180,625 $30,000 $210,625 

    Thomas D. Gardner(2)

    		  223,903  30,000  253,903 

    Richard L. Kuersteiner(2)(4)

    		  248,563  30,000  278,563 

    W. Kirk Liddell(2)

    		  183,000  30,000  213,000 

    Mark A. McEachen(2)(4)

    		  48,563  30,000  78,563 

    Thomas S. Rogers(2)

    		  177,500  30,000  207,500 

    Alan F. Schultz(2)

    		  178,250  30,000  208,250 

    John Slater

    		  —  —  — 

    Douglas D. Wheat(2)(5)

    		  200,000  30,000  230,000 
    (1)
    Mr. Walsh, our Presidentequity and Chief Executive Officer, and Mr. McDonald, who served as our President and Chief Executive Officer prior to his resignation on October 14, 2014, are not included in this table because they were employed by the Company during 2014 and, therefore, did not receive compensation for their service as directors. See "Executive Compensation Tables—Summary Compensation Table" for a discussion of the compensation earned by Mr. Walsh and Mr. McDonald during 2014.

    (2)
    Annual cash director Board and committee retainers are paid quarterly at the beginning of each quarter; retainers for the first quarter of 2015 were paid out in December 2014, and are included in the table above.

    Table of Contents

    (3)
    On January 2, 2014, our non-management directors, except Mr. Slater, who waives all director compensation, received an annual award of fully vested 4,595 shares of restricted stock (equal to $30,000 divided by the closing price of our common stock on the grant date). The amounts in the table represent the aggregate grant date fair value of restricted stocknon-equity incentive plan-based awards granted to our non-management directors in 2014. Pursuant to the SEC rules, the amounts were computed in accordance with FASB ASC Topic 718, and exclude the impact of estimated forfeitures related to service-based vesting conditions. See Note 11 to the consolidated financial statements in the Company's annual report on Form 10-KNEOs for the year ended December 31, 2014,2020. Except as set forth below, there were no other grants of equity to NEOs during 2020.
     
    		​​
     
    		​​
    Estimated Possible Payouts
    Under Non- Equity Incentive Plan Awards
    		​​
    All Other
    Option
    Awards:
    Number of
    Securities
    Underlying
    Options
    (#)(2)
    		​​
    Exercise or
    Base
    Price of
    Option
    Awards
    ($/Share)(2)
    		​​
    Grant
    Date
    Fair
    Value of
    Option
    Awards(3)
    Name
    		​​
     
    		​​
    Grant
    Date
    		​​
    Threshold
    ($)(1)
    		​​
    Target
    ($)(1)
    		​​
    Maximum
    ($)(1)
    		​
    Joseph A. Walsh
    		​​
    STI
    		​​
    1/1/2020
    		​​
    450,625
    		​​
    1,030,000
    		​​
    1,351,875
    		​​
    —
    		​​
    —
    		​​
    —
    ​
    OPP
    		​​
    1/1/2020
    		​​
    51,500
    		​​
    1,030,000
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    ​
    SIP(4)
    		​​
    11/18/2019(5)
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    1,111,111
    		​​
    13.82
    		​​
    8.99
    Paul D. Rouse
    		​​
    STI
    		​​
    1/1/2020
    		​​
    155,109
    		​​
    354,535
    		​​
    465,328
    		​​
    —
    		​​
    —
    		​​
    —
    ​
    OPP
    		​​
    1/1/2020
    		​​
    17,727
    		​​
    354,535
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    ​
    SIP(4)
    		​​
    11/18/2019(5)
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    111,111
    		​​
    13.82
    		​​
    9.07
    Gordon Henry
    		​​
    STI
    		​​
    1/1/2020
    		​​
    124,087
    		​​
    283,628
    		​​
    372,262
    		​​
    —
    		​​
    —
    		​​
    —
    ​
    OPP
    		​​
    1/1/2020
    		​​
    14,181
    		​​
    283,628
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    ​
    SIP(4)
    		​​
    11/18/2019(5)
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    111,111
    		​​
    13.82
    		​​
    9.07
    James McCusker
    		​​
    STI
    		​​
    1/1/2020
    		​​
    124,087
    		​​
    283,628
    		​​
    372,262
    		​​
    —
    		​​
    —
    		​​
    —
    ​
    OPP
    		​​
    1/1/2020
    		​​
    14,181
    		​​
    283,628
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    ​
    SIP(4)
    		​​
    11/18/2019(5)
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    111,111
    		​​
    13.82
    		​​
    9.07
    John Wholey
    		​​
    STI
    		​​
    1/1/2020
    		​​
    117,194
    		​​
    267,871
    		​​
    351,581
    		​​
    —
    		​​
    —
    		​​
    —
    ​
    OPP
    		​​
    1/1/2020
    		​​
    13,394
    		​​
    267,871
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    ​
    SIP(4)
    		​​
    11/18/2019(5)
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    111,111
    		​​
    13.82
    		​​
    9.07
    Debra Ryan(6)
    		​​
    STI
    		​​
    1/1/2020
    		​​
    98,088
    		​​
    224,202
    		​​
    294,265
    		​​
    —
    		​​
    —
    		​​
    —
    (1)
    		Amounts shown represent threshold, target and maximum payouts under our STI; there is no defined target or maximum on our OPP. For fiscal year 2020, an award is only paid out pursuant to our OPP if EBITDA exceeds $407.5 million and FCF exceeds $202.0 million as our OPP is a top-off program to our STI. The threshold calculation for OPP included herein reflects an EBITDA of $407.5 million and FCF of $202.0 million, which equates to a 0.05% payout award, the minimum required to receive a payout under the OPP.
    (2)
    		Reflects the stock options granted to the NEOs on November 18, 2019 that were repriced, effective December 29, 2020, in connection with the Option Repricing. See “Compensation Discussion & Analysis – Long Term Equity Incentive Compensation – Option Repricing” for more information.
    (3)
    Amounts shown represent the incremental fair value received due to the Option Repricing, effective December 29, 2020, computed in accordance with FASB ASC Topic 718. See “Compensation Discussion & Analysis – Long Term Equity Incentive Compensation – Option Repricing” for more information. The total fair value for Mr. Walsh of $8.99 is comprised of $8.26 of original grant-date fair value (adjusted for the reverse stock split) and an additional $0.73 of incremental expense resulting from the 2020 repricing. For Messrs. Rouse, Henry, McCusker and Wholey, the total fair value of $9.06 is comprised of $8.38 of original grant-date fair value (adjusted for the reverse stock split) and an additional $0.68 of incremental expense resulting from the 2020 repricing.
    (4)
    		“SIP” refers to our stock incentive plan.
    (5)
    		Grant date reflects the stock option grants originally awarded on November 18, 2019, which were subject to the Option Repricing effective December 29, 2020.
    (6)
    		Amounts reflect potential payouts under our STI prior to pro-ration of Ms. Ryan’s STI bonus opportunity pursuant to the EVP Severance Plan due to her separation from the Company on July 24, 2020. As set forth in the “Non-Equity Incentive Plan” column of the Summary Compensation Table for fiscal year ended 2020, Ms. Ryan received a pro-rated bonus under our STI in accordance with the EVP Severance Plan.
    37

    TABLE OF CONTENTS

    Outstanding Equity Awards at Fiscal Year-End Fiscal Year 2020
    The following table provides information regarding all outstanding stock options held by each individual as of December 31, 2020.
     
    		​​
     
    		​​
    Option Awards
    Name
    		​​
    Grant
    Date
    		​​
    Number of
    Securities
    Underlying
    Unexercised
    Options
    Exercisable
    (#)
    		​​
    Number of
    Securities
    Underlying
    Unexercised
    Options
    Unexercisable
    (#)
    		​​
    Option
    Exercise
    Price
    ($)(4)
    		​​
    Option
    Expiration
    Date
    Joseph A. Walsh
    		​​
    11/18/2019(1)
    		​​
    —
    		​​
    1,111,111
    		​​
    13.82
    		​​
    11/18/2029
    Paul D. Rouse
    		​​
    11/14/2016(2)
    		​​
    147,521
    		​​
    —
    		​​
    3.68
    		​​
    11/14/2026
    ​
    11/18/2019(3)
    		​​
    —
    		​​
    111,111
    		​​
    13.82
    		​​
    11/18/2029
    Gordon Henry
    		​​
    9/26/2016(2)
    		​​
    162,521
    		​​
    		​​
    3.68
    		​​
    9/26/2026
    ​
    11/18/2019(3)
    		​​
    —
    		​​
    111,111
    		​​
    13.82
    		​​
    11/18/2029
    James McCusker
    		​​
    9/26/2016(2)
    		​​
    162,521
    		​​
    		​​
    3.68
    		​​
    9/26/2026
    ​
    11/18/2019(3)
    		​​
    —
    		​​
    111,111
    		​​
    13.82
    		​​
    11/18/2029
    John Wholey
    		​​
    9/26/2016(2)
    		​​
    162,521
    		​​
    		​​
    3.68
    		​​
    9/26/2026
    ​
    11/18/2019(3)
    		​​
    —
    		​​
    111,111
    		​​
    13.82
    		​​
    11/18/2029
    (1)
    		Stock option grant originally awarded to Mr. Walsh on November 18, 2019. On November 23, 2020 the board of directors and compensation committee approved the Option Repricing, which, contingent upon each NEO’s (other than Ms. Ryan who was no longer employed by the company) written consent, lowered the exercise price of the relevant options from $16.20 to $13.82 and implemented a delayed vesting scheduled for those options granted in 2019, effective December 29, 2020. Mr. Walsh consented to the stock option repricing and subsequently restarting of the monthly vesting schedule to begin January 1, 2021, provided he remains in continuous service with the Company, and subject to accelerated vesting in the event of Mr. Walsh’s termination without cause or resignation for good reason, in each case within six months prior to or 12 months following a change in control.
    (2)
    		Stock option grants awarded to Mr. Rouse on November 14, 2016 and stock option grants awarded to Messrs., Henry, McCusker and Wholey on September 26, 2016 vested in three equal installments on each of January 1, 2018, January 1, 2019 and January 1, 2020.
    (3)
    		Stock option grants originally awarded to Messrs. Rouse, Henry, McCusker and Wholey on November 18, 2019. In connection with the Option Repricing, the exercise price of the relevant options was lowered from $16.20 to $13.82 and a delayed vesting scheduled was implemented for those options granted in 2019, effective December 29, 2020. All NEOs (other than Ms. Ryan) consented to the Option Repricing and subsequently restarting the vesting schedule for Messrs. Rouse, Henry, McCusker and Wholey to vest in three equal installments on each of January 1, 2022, January 1, 2023 and January 1, 2024, provided each NEO remains in continuous service with the Company.
    (4)
    		For applicable grants, reflects the revised exercise price of $13.82 pursuant to the Option Repricing.
    Option Exercises and Stock Vested-Fiscal Year 2020
    The following table provides information regarding vested stock options exercised by each NEO in Fiscal Year 2020.
    Name
    		​​
    Grant
    Date
    		​​
    Number of
    Shares
    Acquired on
    Exercise
    (#)(1)
    		​​
    Value
    Realized on
    Exercise
    ($)(2)
    Joseph A. Walsh
    		​​
    9/26/2016
    		​​
    1,625,206
    		​​
    11,636,475
    Paul D. Rouse
    		​​
    11/14/2016
    		​​
    15,000
    		​​
    109,300
    (1)
    		Mr. Walsh elected to exercise and hold all 1,625,206 vested stock options granted under his September 26, 2016 grant at a per share exercise price of $3.68 on December 21, 2020. Mr. Rouse elected to exercise and hold 10,000 vested options granted under his November 14, 2016 grant on December 21, 2020 and 5,000 of his vested stock options granted under his November 14, 2016 grant on December 22, 2020 at a per share exercise price of $3.68.
    (2)
    		The fair market value of a share of our common stock was $10.84 on December 21, 2020 and $11.22 on December 22, 2020.
    38

    TABLE OF CONTENTS

    Pension Benefits
    Only Ms. Ryan, the Company’s former Chief Human Resources Officer, participated in, and received benefits under, any pension or retirement plan sponsored by the Company during fiscal year 2020.
    Name
    		​​
    Plan Name(1)
    		​​
    Number of Years
    of Credited
    Service(2)
    		​​
    Present Value of
    Accumulated
    Benefit ($)
    		​​
    Payments During
    Last Fiscal Year
    ($)(3)
    Debra Ryan
    		​​
    Dex Pension Plan
    		​​
    44.25
    		​​
    —
    		​​
    831,699
    (1)
    		The Dex Pension Plan is a tax-qualified non-contributory defined benefit pension plan that was frozen to new participants and benefit accruals as of December 31, 2008.
    (2)
    		Number of years of credited service under the Dex Pension Plan was frozen as of December 31, 2008.
    (3)
    		Following her separation from the Company, Ms. Ryan received a full distribution of the balance of her pension benefit under the Dex Pension Plan during 2020.
    Nonqualified Deferred Compensation
    Our NEOs did not participate in, or earn any benefits under, a descriptionnonqualified deferred compensation plan sponsored by the Company during fiscal year 2020.
    39

    TABLE OF CONTENTS

    Potential Payments Upon Termination or Change of Control - Fiscal Year 2020
    The following table summarizes the potential payments and benefits that each of Messrs. Walsh, Rouse, Henry, McCusker, and Wholey the (“Current NEOs”) would be entitled to receive upon termination of employment under various circumstances and upon a change of control of the assumptions usedCompany. In each case, the table assumes the Current NEO’s termination or the change of control occurred on December 31, 2020. The table below does not include benefits provided on a non-discriminatory basis to salaried employees generally, including accrued vacation, and amounts payable under tax-qualified plans.
    Name & Event
    		​​
    Cash
    Severance
    ($)
    		​​
    STI
    Awards
    ($)(3)
    		​​
    Benefits
    Continuation
    ($)(4)
    		​​
    Accelerated
    Vesting of
    Stock
    Options
    ($)
    		​​
    Outplacement
    ($)(5)
    		​​
    Total
    ($)
    Joseph A. Walsh
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    Resignation without Good Reason or Termination for Cause
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Resignation for Good Reason or Termination without Cause(1)
    		​​
    2,060,000
    		​​
    1,223,125
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    3,282,125
    Death(1)
    		​​
    2,060,000
    		​​
    1,223,125
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    3,283,125
    Disability(1)
    		​​
    2,060,000
    		​​
    1,223,125
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    3,283,125
    Resignation for Good Reason, Termination without Cause in connection with a Change in Control(1)
    		​​
    4,120,000
    		​​
    1,223,125
    		​​
    —
    		​​
    —(6)
    		​​
    —
    		​​
    5,343,125
    Paul D. Rouse
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    Resignation without Good Reason or Termination for Cause
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Resignation for Good Reason or Termination without Cause(2)
    		​​
    1,291,521
    		​​
    ,421,011
    		​​
    1,649
    		​​
    —
    		​​
    7,250
    		​​
    1,721,431
    Death
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Disability
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)
    		​​
    1,722,029
    		​​
    421,011
    		​​
    1,649
    		​​
    —
    		​​
    7,250
    		​​
    2,151,939
    Gordon Henry
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    Resignation without Good Reason or Termination for Cause
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Resignation for Good Reason or Termination without Cause(2)
    		​​
    1,033,217
    		​​
    336,808
    		​​
    1,319
    		​​
    —
    		​​
    7,250
    		​​
    1,378,594
    Death
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Disability
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)
    		​​
    1,377,622
    		​​
    336,808
    		​​
    1,319
    		​​
    —
    		​​
    7,250
    		​​
    1,722,999
    James McCusker
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    Resignation without Good Reason or Termination for Cause
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Resignation for Good Reason or Termination without Cause(2)
    		​​
    1,033,217
    		​​
    336,808
    		​​
    1,319
    		​​
    —
    		​​
    7,250
    		​​
    1,378,594
    Death
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Disability
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)
    		​​
    1,377,622
    		​​
    336,808
    		​​
    1,319
    		​​
    —
    		​​
    7,250
    		​​
    1,722,999
    40

    TABLE OF CONTENTS

    Name & Event
    		​​
    Cash
    Severance
    ($)
    		​​
    STI
    Awards
    ($)(3)
    		​​
    Benefits
    Continuation
    ($)(4)
    		​​
    Accelerated
    Vesting of
    Stock
    Options
    ($)
    		​​
    Outplacement
    ($)(5)
    		​​
    Total
    ($)
    John Wholey
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    Resignation without Good Reason or Termination for Cause
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Resignation for Good Reason or Termination without Cause(2)
    		​​
    975,816
    		​​
    318,197
    		​​
    1,246
    		​​
    —
    		​​
    7,250
    		​​
    1,302,509
    Death
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Disability
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    		​​
    —
    Resignation for Good Reason or Termination without Cause in connection with a Change in Control(2)
    		​​
    1,301,088
    		​​
    318,197
    		​​
    1,246
    		​​
    —
    		​​
    7,250
    		​​
    1,627,781
    (1)
    		Pursuant to the Walsh Employment Agreement, in the event that Mr. Walsh’s employment is terminated by the Company without cause, by reason of Mr. Walsh’s resignation for good reason, by reason of Mr. Walsh’s death or disability, or as a result of the Company’s non-renewal of the employment term, Mr. Walsh is entitled to a lump sum cash severance amount equal to one times (1x) the sum of his annual base salary and target STI award. Mr. Walsh would also be entitled to a pro-rated STI award for the year in which his employment terminates (based on actual performance). In the event that Mr. Walsh’s employment is terminated by the Company without cause, by reason of his resignation for good reason, or as a result of the Company’s non-renewal of the employment term, in each case, within 6 months prior to and 12 months following a change in control, his lump sum cash severance amount would be increased to two times (2x) the sum of his annual base salary and target STI award.
    (2)
    		Pursuant to the EVP Severance Plan, in the event that Messrs. Rouse’s, Henry’s, McCusker’s or Wholey’s employment is terminated by the Company without cause or by reason of their resignation for good reason, they would be entitled to a cash severance amount equal to (i) 78 weeks’ of base pay, payable in equal installments on the Company’s regular payroll schedule over the 78 weeks, and (ii) one and one-half (1.5) times their target STI award payable in equal installments on the Company’s regular payroll over a period of 78 weeks. They would also be entitled to a pro-rated STI award for the year in which their employment terminates (based on actual performance). In the event that Messrs. Rouse’s, Henry’s, McCusker’s or Wholey’s employment is terminated by the Company without cause or by reason of their resignation for good reason, in each case, within 2 years following a change in control, their cash severance amount would be increased to (i) 104 weeks’ of base pay, payable in equal installments on the Company’s regular payroll schedule over 104 weeks, and (ii) two (2) times their target STI award payable in equal installments on the Company’s regular payroll period over a period of 104 weeks.
    (3)
    		Amounts reported in this column were calculated on the basis of short-term cash incentive awards paid under our STI for 2020 performance, which were approved on March 8, 2021 and paid on March 26, 2021.
    (4)
    		For Messrs. Rouse, Henry, McCusker, and Wholey, represents continuation of Company-paid life insurance coverage for up to 18 months in the event that their employment is terminated by the Company without cause or by reason of their resignation for good reason, pursuant to the terms of the EVP Severance Program.
    (5)
    		For Messrs. Rouse, Henry, McCusker and Wholey, represents 12 months of Company-paid outplacement benefits in the event their employment is terminated by the Company without cause or by reason of their resignation for good reason pursuant to the terms of the EVP Severance Program.
    (6)
    		Pursuant to the term of Mr. Walsh’s stock option grants, in the event that Mr. Walsh’s employment is terminated by the Company without cause, or Mr. Walsh resigns for good reason, in either case within six months prior to or twelve months following a “change in control”, all outstanding unvested stock options held by Mr. Walsh will immediately vest and become exercisable as of the date of such termination (or change in control, if later). Mr. Walsh had 1,111,111 outstanding unvested stock options as of December 31, 2020; however, the applicable per share exercise price of all of such options (of $13.82) was greater than the closing price of a share of our common stock as of December 31, 2020 (of $13.50).
    41

    TABLE OF CONTENTS

    Debra Ryan Separation
    Ms. Ryan separated from the Company on July 24, 2020. In connection with her separation, she has received or is expected to receive the following pursuant to the EVP Severance Plan: (i) cash severance, which represents (A) 78 weeks’ of base pay, and (B) one and one-half times (1.5x) Ms. Ryan’s target STI award, payable in determiningequal installments on the accounting expense associated with these awards.

    (4)
    Mr. KuersteinerCompany’s regular payroll over a period of 78 weeks, (ii) a pro-rated STI award for fiscal year 2020 (based on actual performance), (iii) continued Company-paid life insurance coverage for up to 18 months following termination, and Mr. McEachen did not stand(iv) 12 months of Company-paid outplacement benefits. Ms. Ryan also received a cash payment in exchange for re-electionher agreeing to the cancellation and surrender of her outstanding vested stock options at the Company's 2014 meetingtime of stockholders. Their service on our Boardher termination of Directors ceased on May 14, 2014. The Company and Mr. Kuersteiner entered into a Consulting Services Agreement, dated May 14, 2014, pursuant to whichemployment (see the Company retained Mr. Kuersteiner as a consultant“All Other Compensation” column in the Summary Compensation Table above for a term of twelve months, beginning on May 14, 2014. Under the terms of his consulting agreement, Mr. Kuersteiner received a consulting fee of $200,000.

    (5)
    In recognition of their significant contributions to identifying the candidate for the position of and recruiting the Company's new Chief Executive Officer, in December 2014, the Board granted Mr. Wheat and Mr. Slater, a cash award equal to $25,000. As noted above, Mr. Slater, an executive officer of Paulson, one of our largest stockholders, has waived all director compensation, includingmore information about this award.
    payment).
    Name & Event
    		​​
    Cash
    Severance
    ($)
    		​​
    STI
    Awards
    ($)
    		​​
    Benefits
    Continuation
    ($)
    		​​
    Outplacement
    ($)
    		​​
    Stock
    Option
    Cancellation
    – Surrender
    for Cash –
    Cash
    Payment
    ($)
    		​​
    Total
    ($)
    Debra Ryan
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    		​​
     
    Termination without Cause
    		​​
    896,808
    		​​
    149,532
    		​​
    1,139
    		​​
    7,250
    		​​
    896,335
    		​​
    1,951,064
    42

    Table of ContentsTABLE OF CONTENTS


    PROPOSAL NO. 3
    NON-BINDING ADVISORY VOTE APPROVINGON THE COMPANY'SCOMPENSATION OF OUR NAMED EXECUTIVE COMPENSATION
    (ITEM NO. 2)

            We provide ourOFFICERS

    As required by Section 14A of the Exchange Act, we are providing stockholders with the opportunity to castapprove, on an annual advisory vote to approvebasis, the compensation of our Named Executive Officersnamed executive officers as disclosed pursuant to the SEC's compensation disclosure rules (which disclosure includes thedescribed in Compensation Discussion and Analysis the compensation tables, and the narrative disclosures that accompany the compensation tables). We believe it is appropriate to seek and take into account the views of stockholders on the design and effectiveness of the Company's executive compensation program.

            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.

            For 2014 our executive compensation program 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. A new long-term incentive plan, the VCP, providing an opportunity to executives to receive additional compensation based on the net value creation in the Company over the course of certain performance periods, was introduced in 2014.

            At the Company's annual meeting of stockholders held in May 2014, a substantial majority (90.86%) of the votes cast on the proposal to approve executive compensation, on an advisory basis, were voted in favor of the proposal. The Committee believes this affirms stockholders' support of the Company's approach to executive compensation. All of these items are described in more detail in "Compensation Discussion and Analysis" above.

            For the reasons discussed above, we are asking our stockholders to indicate their support for our executive compensation as described in this proxy statement by voting "FOR" the following resolution.Compensation Tables. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officersnamed executive officers and theour executive compensation philosophy policies and practices, describedas discussed in this proxy statement.

      "RESOLVED, that As discussed in those disclosures, our compensation programs are designed to align total executive compensation with Company performance while enabling us to attract, retain, and motivate executives who can achieve sustained long-term growth and strong financial performance for our stockholders. Our Compensation Committee continually reviews the stockholders approve, oncompensation program for our named executive officers to ensure it achieves the desired goals of aligning our executive compensation structure with our stockholder interests.

    As an advisory basis,vote, this proposal is not binding. However, our board of directors and nominating and corporate governance committee value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future decisions regarding the compensation of the Named Executive Officers, as disclosed in the Company's proxy statement for the 2015 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the narrative disclosures that accompany the compensation tables."

            This vote is advisory, and therefore not binding on the Company, the Board or the Compensation and Benefits Committee. However, the Board and the Compensation and Benefits Committee values the opinions of our stockholders and, to the extent there is any significant vote against the NEO compensation as disclosed in this proxy statement, we will consider such stockholders' concerns and the Compensation and Benefits Committee will evaluate whether any actions are necessary to address those concerns.

    named executive officers.

    OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
    A THAT STOCKHOLDERS VOTE "FOR"
    FOR THE APPROVAL, ON AN ADVISORY BASIS,COMPENSATION OF THE COMPANY'SOUR NAMED EXECUTIVE COMPENSATION

    OFFICERS
    43

    TableTABLE OF CONTENTS

    PROPOSAL NO. 4
    NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
    As required by Section 14A of Contents


    STOCK OWNERSHIP INFORMATION

    STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The tables below provide information regarding the beneficial ownershipExchange Act, we are providing our stockholders with an opportunity to make a non-binding, advisory vote on the frequency of future non-binding advisory votes on the compensation of our common stock as of April 6, 2015, by:

      •
      eachnamed executive officers. This non-binding advisory vote must be submitted to stockholders at least once every six years.
    You have four choices for voting on this proposal. You can choose whether future non-binding advisory votes on the compensation of our directors and nominees;

    •
    each of our current Named Executive Officers named in the Summary Compensation Table;

    •
    all directors and executive officers as a group; and

    •
    each personshould be conducted every “1 YEAR,” “2 YEARS,” or “3 YEARS.” You may also “ABSTAIN” from voting. The frequency that receives the Company believes beneficially holds more than 5% of the outstanding shares of the Company's common stock based solely on the Company's review of the SEC filings.

            Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Unless otherwise indicated and subject to community property laws, where applicable, the Company believes that each of the stockholders named in the table below has sole voting and investment power with respect to the shares indicated as beneficially owned. Each of our directors and executive officers beneficially owned less than 1.0%, and all of our directors and executive officers as a group, beneficially owned less than 2% of our common stock outstanding as of April 6, 2015.

    DIRECTORS AND EXECUTIVE OFFICERS

    Name of Beneficial Owner(1)
    		Amount and
    Nature of
    Beneficial
    Ownership

    Jonathan B. Bulkeley

    		8,001

    Thomas D. Gardner

    		15,060

    W. Kirk Liddell

    		35,635

    Alan F. Schultz

    		36,130

    John Slater

    		—

    Thomas S. Rogers

    		15,060

    Douglas D. Wheat

    		9,461

    Joseph A. Walsh

    		—

    Paul D. Rouse

    		—

    Del Humenik(2)(3)

    		81,666

    Raymond R. Ferrell(2)(3)

    		27,036

    Debra M. Ryan(2)(3)

    		27,443

    All directors and executive officers as a group (16 persons)

    		282,577
    (1)
    The table does not include information regarding the beneficial ownership of our common stock by Messrs. McDonald, Jones, and Gatto, as they are no longer executive officers of the Company.

    (2)
    Number reported includes shares of restricted stock for which the executive officer has sole voting power, but no dispositive power (restricted stock vesting on December 31, 2015 and 2016, as applicable), as follows: Mr. Humenik (24,400 shares); Mr. Ferrell (11,100 shares); and Ms. Ryan (11,100 shares).

    (3)
    Number reported includes exercisable stock options as follows: Mr. Humenik (36,800 shares); Mr. Ferrell (13,900 shares) and Ms. Ryan (13,900 shares).

    Table of Contents

    FIVE PERCENT HOLDERS

            The following table sets forth information regarding the number and percentage of shares of common stock held by all persons and entities known by the Company to beneficially own 5% or more of the Company's outstanding common stock. The information regarding beneficial ownership of common stock by the entity identified below is included in reliance on reports filed by the entities with the SEC, except that the percentage is based upon the Company's calculations made in reliance upon thegreatest number of shares reported to be beneficially ownedvotes cast by the entity in such report and the Company's number of shares of common stock outstanding on April 6, 2015. We know of no other stockholder holding 5% or more of the Company's common stock.

    Name and Address of Beneficial Owner
    		 Amount and
    Nature of
    Beneficial
    Ownership    		 Percent
    of Class    		 

    Franklin Resources, Inc.(1)

    		  2,688,898  15.2%

    One Franklin Parkway

    		       

    San Mateo, CA 94403-1906

    		       

    Paulson & Co. Inc.(2)

    		  
    2,231,132    		  
    12.6
    %

    1251 Avenue of the Americas, 50th Floor

    		       

    New York, New York 10020

    		       
    (1)
    FRI filed a Schedule 13G/A with the SEC on February 11, 2014 reporting that one or more open- or closed-end investment companies or other managed accounts that are clients of investment managers that are direct and indirect subsidiaries (collectively, the "Investment Management Subsidiaries") of FRI beneficially owned 2,688,898 shares of our common stock. The number of shares of the Company's common stock as to which each reporting personstockholders on this Schedule 13G/A and other Investment Management Subsidiaries has sole power to vote or to directmatter at the vote of our common stock is as follows: Franklin Resources, Inc.: 0; Charles B. Johnson: 0; Rupert H. Johnson, Jr.: 0; and Franklin Advisers, Inc.: 2,664,386. The number of shares of the Company's common stock as to which each reporting person on this Schedule 13G/A and other Investment Management Subsidiaries has sole power to dispose or to direct the disposition of our common stock is as follows: Franklin Resources, Inc.: 0; Charles B. Johnson: 0; Rupert H. Johnson, Jr.: 0; and Franklin Advisers, Inc.: 2,688,898

    (2)
    According to a Schedule 13D/A filed by Paulson on May 16, 2013, Paulson has sole voting and dispositive power over 2,231,132 shares of our common stock. Paulson, an investment advisor that is registered under the Investment Advisers Act of 1940, furnishes investment advice to and manages investment companies or funds. In its role as investment advisor, or manager, Paulson possesses voting and investment power over the securities that are owned by investment companies and funds. John Paulson is the controlling person of Paulson. Each of Paulson and John Paulson maymeeting will be deemed to indirectly beneficially ownbe the securities directly ownedpreferred frequency option of our stockholders.
    After careful consideration, our board of directors recommends that future non-binding advisory votes on compensation of our named executive officers be held every one year. Our board of directors believes that holding a vote every year is the most appropriate option because (i) it would enable our stockholders to provide us with input regarding the compensation of our named executive officers on a more informed and thoughtful manner based on a long-term analysis of our compensation program; and (ii) it would avoid placing too much emphasis on the results or actions of a single year and would instead allow our stockholders to make a more meaningful evaluation of our performance compared to our compensation practices.
    Stockholders are not voting to approve or disapprove the board of directors’ recommendation. Instead, stockholders may indicate their preference regarding the frequency of future non-binding advisory votes on the compensation of our named executive officers by investment companiesselecting one year, two years, or three years. Stockholders that do not have a preference regarding the frequency of future advisory votes may abstain from voting on the proposal.
    As an advisory vote, this proposal is not binding. However, our board of directors and funds.nominating and corporate governance committee value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of holding future non-binding advisory votes on the compensation of our named executive officers.

    OUR BOARD OF DIRECTORS RECOMMENDS TO HOLD FUTURE NON-BINDING ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY “1 YEAR”
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    SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

            Section 16(a)ADDITIONAL INFORMATION

    STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING
    Our second amended and restated bylaws provide that, for stockholder nominations to our board of directors or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to the Company’s Secretary.
    To be timely for our 2022 annual meeting of stockholders, a stockholder’s notice of nomination or other proposal of business must be delivered to or mailed and received by our VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary at our principal executive offices not earlier than February 9, 2022 and not later than March 11, 2022. A stockholder’s notice to the VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting the information required by our amended and restated bylaws.
    Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at our 2022 annual meeting of stockholders must be received by us not later than December 29, 2021 in order to be considered for inclusion in our proxy materials for that meeting.
    WHERE YOU CAN FIND ADDITIONAL INFORMATION
    We are subject to the reporting and information requirements of the Securities Exchange Act of 1934, requiresas amended, and as a result file reports, proxy statements and other information with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants, such as Thryv Holdings, Inc., that file electronically with the SEC. We also maintain a website at www.thryv.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our directors, certainwebsite is not part of this Information Statement.
    ELECTRONIC DELIVERY OF STOCKHOLDER COMMUNICATIONS
    We encourage you to help us conserve natural resources, as well as significantly reduce printing and mailing costs, by signing up to receive your stockholder communications electronically via e-mail. With electronic delivery, you will be notified via e-mail as soon as future annual reports and proxy statements are available on the Internet, and you can submit your stockholder votes online. Electronic delivery can also eliminate duplicate mailings and reduce the amount of bulky paper documents you maintain in your personal files. To sign up for electronic delivery:
    Registered Owner (you hold our officerscommon stock in your own name through our transfer agent, Computershare, Inc., or you are in possession of stock certificates): visit www.computershare.com and beneficiallog into your account to enroll.
    Beneficial Owner (your shares are held by a brokerage firm, a bank, a trustee or a nominee): If you hold shares beneficially, please follow the instructions provided to you by your broker, bank, trustee or nominee.
    Your electronic delivery enrollment will be effective until you cancel it. Stockholders who are record owners of more than ten percentshares of our common stock may call Computershare, Inc., our transfer agent, by phone at 1-800-736-3001 or visit www.computershare.com with questions about electronic delivery.
    “HOUSEHOLDING”—STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS
    The SEC has adopted rules that permit companies and intermediaries (such as brokers) to file withimplement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the SEC reports of their initial ownership and changes in their ownershipsame address may receive a single copy of our common stock. Weannual report and proxy materials, including the Notice of Internet Availability, unless the affected stockholder has provided contrary instructions. This procedure reduces printing costs and postage fees and helps protect the environment as well.
    This year, a number of brokers with account holders who are requiredour stockholders will be “householding” our annual report and proxy materials, including the Notice of Internet Availability. A single Notice of Internet Availability and, if applicable, a single set of annual report and other proxy materials will be delivered to disclose in this proxy statement any late filings of such reports. Based solely on a review of copies of reports filed by the reporting persons furnished to us, or written representations from reporting persons, we believe that the reporting persons complied with all Section 16(a) filing requirements on a timely basis during 2014.


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    AUDIT AND FINANCE COMMITTEE

    AUDIT AND FINANCE COMMITTEE REPORT

            The Audit and Finance Committee of the Board of Directors serves as the representative of the Board for general oversight of our financial accounting and reporting, systems of internal control, audit process and monitoring compliance with laws and regulations and standards of business conduct. The Board has adopted a written Charter for the Audit and Finance Committee. Management has responsibility for preparing our financial statements as well as for our financial reporting process. Ernst & Young LLP ("EY"), acting as independent accountant, is responsible for expressingmultiple stockholders sharing an opinion on the conformity of our audited financial statements with generally accepted accounting principles in the United States.

            In this context, the Audit and Finance Committee hereby reports as follows:

              1)    The Audit and Finance Committee has reviewed and discussed the audited financial statements for fiscal 2014 with management.

              2)    The Audit and Finance Committee has also discussed with EY the matters required to be discussed by Auditing Standard No. 16, "Communications with Audit Committees" issued by the Public Company Accounting Oversight Board.

              3)    The Audit and Finance Committee hasaddress unless contrary instructions have been received the written disclosures and the letter from EY required by applicable requirements of the Public Company Accounting Oversight Board regarding EY communications with the Audit and Finance Committee concerning independence and has discussed with EY its independence from the Company and management.affected

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            4)    Based on the review and discussion referred

    stockholders. Once you have received notice from your broker that it will be “householding” communications to in paragraphs (1) through (3) above, the Audit and Finance Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2014, for filing with the Securities and Exchange Commission.

            This Audit and Finance Committee Report shall not be deemed to be "filed" with the Securities and Exchange Commissionyour address, “householding” will continue until you are notified otherwise or subject to Section 18 of the Securities Exchange Act of 1934.

      Audit and Finance Committee

      W. Kirk Liddell, Chairman
      Thomas D. Gardner
      John Slater

    PRINCIPAL ACCOUNTANT FEES AND SERVICES

            Following the completion of the merger of Dex One and SuperMedia, the Audit and Finance Committee of the Board engaged Ernst & Young LLP ("EY") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013, and dismissed KPMG LLP ("KPMG") from that role. KPMG had previously served as the independent registered public accounting firm for Dex One Corporation, the predecessor to the Company.

            EY served as the Company's independent registered public accounting firm for 2014 and has been selected by the Audit and Finance Committee to serve as the Company's independent registered public accounting firm for 2015.


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            Aggregate fees for professional services rendered to the Company by EY for the year ended December 31, 2014 and for the period from May 15, 2013 to December 31, 2013, and by KPMG for the year ended December 31, 2013 were as follows:

     
    		 2014
    EY    		 2013
    EY    		 2013
    KPMG    		 

    Audit Fees

    		 $1,727,395 $2,137,218 $314,548 

    Audit-Related Fees

    		  196,400  196,400  — 

    Tax Fees

    		  5,850  7,050  941,650 

    All Other Fees

    		  6,300  —  34,500 
    ​​​ ​ ​​ ​​​ ​ ​

    Total

    		 $1,935,945 $2,340,668 $1,290,698 
    ​​​ ​ ​​​ ​​ ​ ​
    ​​​​​​​​​​​
    ​​​​ ​​ ​ ​​ ​ ​

    AUDIT FEES.    Audit fees consist principally of fees for the audit of the Company's consolidated financial statements, review of the Company's interim consolidated financial statements, the audit of internal control over financial reporting and reorganization matters.

    AUDIT-RELATED FEES.    Audit-related fees consist principally of fees for audits of the Company's employee benefit plans.

    TAX FEES.    Tax fees consist principally of fees for services performed in connection with consultations on tax, tax compliance and reorganization tax matters.

    ALL OTHER FEES.    In 2014, the Company paid EY $6,300 foruntil you revoke your consent. Stockholders may revoke their testimony in a litigation proceeding. In 2013, the Company paid KPMG $34,500 for fees related to the merger associated with the transition of audit firms.

            The Audit and Finance Committee's policy is to require the pre-approval of all audit and non-audit services provided to the Company by its independent registered public accounting firm (except for items exempt from pre-approval requirements under applicable laws and rules). All audit and non-audit services for 2014 were pre-approved by the Audit and Finance Committee.


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    RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM NO. 3)

            Our Audit and Finance Committee, pursuant to its charter, has appointed Ernst & Young LLP ("EY") as our independent registered public accounting firm for fiscal 2015.

            While the Audit and Finance Committee is responsible for the appointment, compensation, retention, termination and oversight of the independent registered public accounting firm, the Audit and Finance Committee and our Board are requesting, as a matter of policy, that the stockholders ratify the appointment of EY as our independent registered public accounting firm. The Audit and Finance Committee is not required to take any action as a result of the outcome of the vote on this proposal. However, if the stockholders do not ratify the appointment, the Audit and Finance Committee may investigate the reasons for stockholder rejection and may consider whether to retain EY or to appoint another independent registered public accounting firm. Furthermore, even if the appointment is ratified, the Audit and Finance Committee in its discretion may direct the appointment of a different independent registered public accounting firmconsent at any time duringby calling Broadridge at (866) 540-7095 or writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717.

    We will bear the year if it determines that suchentire cost of solicitation, including the preparation, assembly, printing and mailing of a change would be inNotice of Internet Availability of Proxy Materials, this Proxy Statement, the best interests of our stockholdersproxy card and any additional soliciting materials furnished to stockholders. Upon written or the Company.

            A formal statement by representatives of EY is not planned for the Annual Meeting. However, EY representatives are expected to be present at the meeting and available to respond to appropriate questions.

    OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
    A VOTE "FOR"
    THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015


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    HOUSEHOLDING OF MATERIALS

            We participate, and some brokerage firms, banks and other nominee record holders may be participating in the practice of "householding" of proxy materials. This means thatoral request, we are delivering only one copy of the notice and, if applicable, this proxy statement and the annual report to multiple stockholders in the same household. This procedure reduces our printing costs, mailing costs and fees. We will promptly deliver a separate copy of the noticeNotice of Internet Availability and, if applicable, thisour annual report and other proxy statement and the annual reportmaterials to any stockholder at a shared address to whom we deliveredwhich a single copy of any of thesethose documents upon request by writing or calling us atwas delivered. To receive a separate copy of the following address or phone number: Dex Media, Inc., P.O. Box 619810, 2200 West Airfield Drive, D/FW Airport, Texas 75261, Attention: Investor Relations; (972) 453-7000. Any stockholder who wants to receive separate copies in the future, or who is currently receiving multiple copiesNotice of Internet Availability and, would like to receive only one copy for his or her household, should contact us at the above addressif applicable, annual report and phone number. Stockholders who hold shares in "street name" may contact their brokerage firm, bank or other nominee record holder to request information about householding.

    OTHER INFORMATION

    HOW TO RAISE A MATTER AT A MEETING OR NOMINATE MEMBERS OF THE BOARD OF DIRECTORS

            In order to be included in the Company's proxy materials, for the 2016 annual meeting of stockholders, a stockholder proposal must be received in writing byyou may write our Company at Dex Media Inc., 2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, TX 75261, Attention:VP Corporate Secretary, no later than the close of business on December 21, 2015,Counsel - Legal & Human Resources, Chief Compliance Officer 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. 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.

    Your vote is important. Whether or not you plan to attend the Annual Meeting in person, we encourage you to vote promptly 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. Thank you for your prompt attention to this important stockholder responsibility.

    By Order of the Board of Directors



    Raymond R. Ferrell
    Executive Vice President, General Counsel and Corporate Secretary

    D/FW Airport, Texas
    April 17, 2015


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    INFORMATION CONCERNING DEX MEDIA'S 2015 ANNUAL MEETING

            Time and Location.    The 2015 Annual Meeting of Stockholders will begin at 9:00 a.m. local time on Thursday, May 28, 2015, at our headquarters at 2200 West Airfield Drive, P.O. Box 619810, D/FWDFW Airport, Texas, 75261.

    Any stockholders who share the same address and receive multiple copies of our Notice of Internet Availability or annual report and other proxy materials who wish to receive only one copy in the future can contact their bank, broker or other holder of record to request information about householding, or our VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary at the address or telephone number listed above.
    OTHER MATTERS
    Our board of directors does not presently intend to bring any other business before the Annual Meeting and, so far as is known to our board of directors, no matters are to be brought before the Annual Meeting except as specified in the Notice of Annual Meeting of Stockholders. As to any business that may arise and properly come before the Annual Meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.
    46

    Directions.TABLE OF CONTENTS


    Directions from D/FW International Airport Directions from Dallas
    1. From terminals, take North Exit from Airport (State Hwy -97 Spur North/International Parkway N). 1. Take I-35E North toward Denton

    2.
     
    Take ramp right for TX State Hwy -114 West/John W. Carpenter Freeway toward Ft. Worth/ Grapevine
     
    2.
     
    Keep left to continue on TX-183 W, follow signs for Texas 183/Texas 114/Irving/DFW Airport

    3.
     
    Keep Straight onto TX State Hwy -114 South/TX-114 West/John W. Carpenter Freeway; bear right onto TX-114 West
     
    3.
     
    Keep right to continue on W State Hwy 114 W/TX-114 W, follow signs for Grapevine/Airport North Entry

    4.
     
    Take exit right on Texan Trail
     
    4.
     
    Take exit right on Texan Trail

    5.
     
    Follow the exit ramp to the stop light and turn left
     
    5.
     
    Follow the exit ramp to the stop light and turn left

    6.
     
    Proceed until the road ends (approximately a1/2 mile) and turn right onto Airfield Drive
     
    6.
     
    Proceed until the road ends (approximately a1/2 mile) and turn right onto Airfield Drive

    7.
     
    At the next stop light, turn left onto West Airfield Dr.
     
    7.
     
    At the next stop light, turn left onto West Airfield Dr.

    8.
     
    Upon passing three stop lights you will see Dex Media headquarters on your right (across the street from American Airlines hangar)
     
    8.
     
    Upon passing three stop lights you will see Dex Media headquarters on your right (across the street from American Airlines hangar)

    9.
     
    Turn into the guard gate take an immediate left then take the second right to arrive at the Dex Media headquarters
     
    9.
     
    Turn into the guard gate take an immediate left then take the second right to arrive at the Dex Media headquarters

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    TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. DEX MEDIA, INC. 2200 WEST AIRFIELD DR. DFW AIRPORT, TX 75261 M87944-P64929 THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DEX MEDIA, INC. The Board of Directors recommends you vote FOR the election of all of the nominees set forth in the following proposal: 1. Election of Directors Abstain Against For Nominees: ! ! ! 1a. Jonathan B. Bulkeley The Board of Directors recommends you vote FOR the following proposal: Abstain Against For ! ! ! ! ! ! 2. Advisory vote to approve Dex Media's executive compensation. 1b. Thomas D. Gardner ! ! ! 1c. John Slater The Board of Directors recommends you vote FOR the following proposal: Against Abstain For ! ! ! ! ! ! ! ! ! 3. Ratification of Ernst & Young LLP as Dex Media's independent registered public accounting firm for 2015. 1d. W. Kirk Liddell ! ! ! 1e. Thomas S. Rogers ! ! ! In their discretion the proxies are authorized to vote upon such other business as may properly come before the annual meeting or any postponements or adjournments thereof. 1f. Alan F. Schultz ! ! ! 1g. Douglas D. Wheat NOTE: Each of the proposals is more fully described in our proxy statement. You can access and review our annual report and proxy statement on the Internet by visiting www.proxyvote.com ! ! ! 1h. Joseph A. Walsh No Yes ! ! Please indicate if you plan to attend this meeting. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.



    Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The notice of annual meeting and proxy statement for the 2015 annual meeting of stockholders and the annual report on Form 10-K for the year ended December 31, 2014, are available at www.proxyvote.com. M87945-P64929 DEX MEDIA, INC. Annual Meeting of Stockholders May 28, 2015 9:00 A.M. This proxy is solicited by the Board of Directors Raymond R. Ferrell and Paul D. Rouse, and each of them, as the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution and re-substitution, are hereby authorized to represent and to vote all shares of common stock of Dex Media, Inc. held of record by the undersigned on April 6, 2015, at the Annual Meeting of Stockholders to be held at 9:00 A.M., local time, on May 28, 2015, at the headquarters of Dex Media, Inc., located at 2200 W. Airfield Dr., DFW Airport, Texas 75261, and any adjournment or postponement thereof. Any and all proxies heretofore given are hereby revoked. The shares represented by this proxy card will be voted as directed or, if this card contains no specific voting instructions, in accordance with the recommendations of Dex Media, Inc.'s Board of Directors. This proxy authorizes each of Messrs. Ferrell and Rouse to vote at his discretion on any other matter that may properly come before the meeting or any adjournment or postponement of the meeting. Continued and to be signed on reverse side