The Company’s share-based compensation plan under which it may grant future awards, the Donnelley Financial Solutions, Inc. Amended and Restated 2016 Performance Incentive Plan (as amended, the “2016 PIP”), was approved by the Board of Directors (the “Board”) and the Company’s stockholders and provides incentives to key employees of the Company. Awards under the 2016 PIP may include cash or stock bonuses, stock options, stock appreciation rights, restricted stock, PSUs, performance cash awards or RSUs. In addition, non-employee members of the Board may receive awards under the 2016 PIP. At March 31, 2022, there were 3.6 million remaining shares of common stock authorized and available for grant under the 2016 PIP. Increases to the shares of common stock available for issuance under the 2016 PIP requires stockholder approval.

The Company recognizes compensation expense for share-based awards based on estimated grant date fair values as well as certain assumptions, as further disclosed in Note 12, Share-based Compensation, of the Annual Report.

Total compensation expense related to all share-based compensation awards was $3.6 million and $3.1 million for the three months ended March 31, 2022 and 2021, respectively. The income tax benefit related to share-based compensation expense was $2.8 million and $3.8 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, $33.6 million of total unrecognized expense related to share-based compensation awards is expected to be recognized over a weighted-average period of 2.1 years.

There were no stock options granted during the three months ended March 31, 2022. A summary of activity and weighted-average exercise prices related to the stock options were as follows:


	Shares Under Option (thousands)			Weighted-Average Exercise Price
Outstanding at December 31, 2021		562		$	18.30
Exercised		(13	)		20.92
Cancelled/forfeited/expired		(15	)		22.27
Outstanding at March 31, 2022		534		$	18.12
Vested and expected to vest at March 31, 2022		533		$	18.13
Vested and exercisable at March 31, 2022		490		$	18.48

As of March 31, 2022, $0.2 million of unrecognized compensation expense related to stock options is expected to be recognized over a weighted-average period of 0.9 years.

RSU awards as of March 31, 2022 and December 31, 2021, and changes during the three months ended March 31, 2022, were follows:


	Shares (thousands)			Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2021		1,159		$	17.71
Granted		314			31.04
Vested		(488	)		14.71
Nonvested at March 31, 2022		985		$	23.45

As of March 31, 2022, $19.6 million of unrecognized compensation expense related to RSUs is expected to be recognized over a weighted-average period of 2.3 years.

PSU awards as of March 31, 2022 and December 31, 2021, and changes during the three months ended March 31, 2022, were as follows:


	Shares (thousands)			Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2021		953		$	16.77
Granted		340			26.89
Vested		(409	)		13.49
Nonvested at March 31, 2022		884		$	21.19

During the three months ended March 31, 2022, 340 thousand PSUs were granted to certain executive officers and senior management, 256 thousand of which related to the 2022 performance grant and 84 thousand of which related to additional shares issued during the three months ended March 31, 2022 due to the achievement of certain targets for the year ended December 31, 2021. The total potential payout for 2022 awards granted during the three months ended March 31, 2022 is payable upon the achievement of certain established performance targets and ranges from zero to 510 thousand shares.

PSU awards consist of four performance periods, including three annual performance periods and one three-year cumulative performance period.


Year Granted	Performance / Service Period	Estimated or Actual Attainment	PSUs Outstanding as of March 31, 2022 (Thousands)		Estimated PSU Attainment or Actual PSUs Earned (Thousands)
2022	2022	100% (a)		64		64
2022	2023	(b)		64		—
2022	2024	(b)		64		—
2022	2022-2024	100% (c)		64		64
				256		128

2021	2021	200% (d)		77		154
2021	2022	100% (a)		77		77
2021	2023	(b)		77		—
2021	2021-2023	100% (c)		77		77
				308		308

2020	2020	138% (d)		80		110
2020	2021	200% (d)		80		160
2020	2022	100% (a)		80		80
2020	2020-2022	163% (a)		80		130
				320		480

__________

(a)

Amounts represent estimated attainment and estimated PSUs.

(b)

As the performance period has not yet commenced, expense is not being recognized.

(c)

Expense for the cumulative performance/service period is recognized at 100% of the estimated attainment until the end of the second service year.

(d)

Amounts represent actual attainment and actual PSUs earned as the performance period is complete.

As of March 31, 2022, $13.8 million of unrecognized compensation expense related to PSUs is expected to be recognized over a weighted average period of 1.7 years.