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

D/FW Airport, Texas
April 3, 2014

IMPORTANT

Whetherpossible by Internet, telephone or, if you received a paper proxy card and voting instructions by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend virtually. Returning the proxy does not you planaffect your right to attend the meeting in person, pleaseAnnual Meeting virtually or to vote over the Internet at www.proxyvote.com promptly so that your shares may be voted in accordance with your wishes. If you request paper or e-mail copies ofvirtually during the proxy materials (which include a proxy card), you may also vote by completing, signingAnnual Meeting.

        Holdersthereof. The Notice of recordInternet Availability of the Company's common stock as of the close of business on March 17, 2014, are entitled to vote atProxy Materials and this proxy statement for the Annual Meeting. Each holderMeeting, or Proxy Statement, and the accompanying form of recordproxy 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. In this Proxy Statement, we refer to Thryv Holdings, Inc. as of March 17, 2014,“Thryv,” “Company,” “we,” or “us.” References to our website in this Proxy Statement are not intended to function as hyperlinks and the information contained on our website is entitlednot intended to one vote for each share of common stock held. On March 17, 2014, there were 17,637,461 shares of common stock outstanding.

        Pursuant to "notice and access" rules adopted by thebe incorporated into this Proxy Statement.

        No business can be conducted at the Annual Meeting unless a majority of all shares entitled to vote are either present in person or represented by proxy at the Annual Meeting. As far asAt the close of business on the Record Date, we know, the only mattershad 33,127,667 shares of common stock outstanding and entitled to be brought beforevote. For ten days prior to the Annual Meeting, are those referred to in this proxy statement. If any additional matters are presented at the Annual Meeting, the persons named as proxies may vote your shares in their discretion.

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 2015 Annual Meeting of Stockholders;



2.

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



3.

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



4.

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



5.

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

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

        The Board of Directors recommends a vote:

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

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

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

        4.     FOR the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2014.

Who is entitled to vote?

        You arestockholders entitled to vote at the Annual Meeting if you owned the Company shares (directly in your name or in "street name," as defined below) as of the close of business on March 17, 2014, the record datewill be available for the Annual Meeting. On that date, 17,637,461 shares of our common stock were outstanding and entitledexamination by any stockholder for any purpose relating to vote at the Annual Meeting and no shares ofduring ordinary business hours at our preferred stock were outstanding. Each share of common stock is entitledheadquarters, at 2200 West Airfield Drive, DFW Airport TX 75261. If, due to one vote on each proposalCOVID-19, our headquarters are closed during the ten days prior to properly come before the Annual Meeting.

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

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

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

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

How can I vote my shares?

        Registered Stockholders.    If you hold shares in your own name, you may vote by proxy before the Annual Meeting, by signing and returning a completed proxy card or in person at the Annual Meeting.

        Beneficial Stockholders.    If you hold your shares in street name, your bank, broker or other agent willstockholder may send you, as the beneficial owner, a separate package describing the procedure for voting your shares. You should follow the instructions provided by your bank, broker or agent to vote your shares.

Can I change my vote or revoke my proxy?

        Registered Stockholders.    You may change your vote or revoke your proxy at any time prior to the taking of the vote at the Annual Meeting by: (i) sending a written notice of revocationrequest to theour VP Corporate Counsel - Legal & Human Resources, Chief Compliance Officer and Secretary (at the address of the Company set forth on the first page of this Proxy Statement)

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

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

Who will count the vote at the Annual Meeting?

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

What vote is required to approve each proposal?

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

        Item No. 2—Advisory Vote on the Company's Executive Compensation and Item No. 4—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. 4). Abstentions have the same effect as votes cast against Item Nos. 2 and 4. Broker non-votes will be voted in and for Item No. 4, and will have no effect on the outcome of the vote on Item No. 2.

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

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

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

What constitutes a quorumway for the Annual Meeting?

stockholder to inspect the list.

How Your vote is my proxy voted on mattersimportant. Whether or not identified on the proxy form or in this Proxy Statement?

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

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

        If you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted.

Who is bearingsolicit proxies by mail, email, telephone, facsimile, by other similar means, or in person. Following the costoriginal mailing 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 maymaterials, we will request banks, brokers, and other custodians, nominees, and fiduciariesother record holders to forward copies of these proxythe soliciting materials to their principalspersons for whom they hold shares and to request authority for the executionexercise of proxies. The Company mayIn such cases, we, upon the request of the record holders, will reimburse such personsholders for their expenses in so doing.

Under what circumstances canreasonable expenses. If you choose to access the proxy materials or vote through the Internet, you are responsible for any Internet access charges you may incur.

        Adjournments mayannounced at the Annual Meeting. The final results will be madetallied 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.

WhenSEC and the listing standards of Nasdaq. In making these determinations, our 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.

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.

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

Board Composition, Responsibilities and Leadership Structure

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

        The Board of Directors is responsibleOfficer for overseeing the affairsWomen’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 Company. The Board held nine meetings since the formation of our Company on April 30, 2013 to December 31, 2013. Each director attended at least 90% of the meetings of the BoardReader’s Digest Foundation and of the standing committees on which he served since April 30, 2013. The Board currently consists of ten directors. Our Bylaws provide, however, that the Board may increase or decrease the size40 Million Story Campaign for United Through Reading. Ms. Kintzer also serves as a member of the Boardboard of directors for the Children’s Learning Center of Fairfield County and fill any vacancies.

        As reflectedis 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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to stockholder access concerns and will periodically monitor and reassess this policy to ensure it remains open and available for stockholder communications.

        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 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 consultrespond to appropriate questions. Ernst & Young LLP has served as our independent registered public accounting firm since 2013.

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/company/corporate-governance/. Each Committee may delegate the authority granted to it under its charter to a subcommittee, in order to ensureCompany’s financial statements, (ii) compliance with legal and regulatory obligations, timely decision making or for other purposes.

        The following table below sets forthrequirements, (iii) the composition of our Board committees in 2013.

Audit and Finance Committee

        The Audit and Finance Committee has overallinternal audit function. Our audit committee’s principal responsibility is one of oversight. Our management is responsible for the integrity ofdetermining that our financial reporting process, including oversight of the preparation ofstatements 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 relatedthe effectiveness of our internal control over financial informationreporting. Our internal and outside counsel are responsible for assuring compliance with laws and regulations and our corporate governance policies.

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system of internal controls, internal audit process, risk assessment and management processes and compliance function. In addition,in 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 requirementsCompany’s Annual Report on Form 10-K for the Company and sources for such financing.

        The Audit and Finance Committee also prepares the Audit and Finance Committee Report thatfiscal year ended December 31, 2020, as filed with the SEC rules require be included inon March 25, 2021.

        The Boardstatement and their positions are shown below.

        The Audit and Finance Committee met six times between April 30, 2013 and December 31, 2013.

Compensation and Benefits Committee

        The Compensation and Benefits Committee is responsible for the oversightany of our other directors or executive and non-management director compensation practices and programs and the administration of our compensation and benefit plansofficers. The biographical information for employees (including senior management) and non-management directors.

        The Compensation and Benefits Committee is responsible for reviewing and approving all aspects of the compensation paid to our Chief Executive Officer, Mr. Joseph Walsh, is provided above under “Continuing Directors”.

        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 26 of this proxy statement.

        The Compensation and Benefits Committee is comprised entirely of directors who satisfy NASDAQ listing standards and the standards of independence established by our Board of Directors.

        The Compensation and Benefits Committee met 27 times between April 30, 2013 and December 31, 2013.

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 policies13, 2021, certain information with respect to corporate responsibilitythe beneficial ownership of our common stock for each of our executive officers, each of our directors, all of our directors and ethical business practices.

        The Corporate Governance Committee is composed entirelyexecutive officers as a group and each person we know to be the beneficial owner of directors who satisfy NASDAQ listing standards andmore than 5% of our common stock.

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

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Special Committee

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

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 of the Board and our Code of Conduct for directors, finance employees and all employees, may be viewed in the corporate governance section of our website at http://www.dexmedia.com/company/corporate-governance/. We will also provide without charge copies of any of the foregoing information in print upon written request of our stockholders to the Office of the Corporate Secretary, Dex Media, Inc., P.O. Box 619810, 2200 West Airfield Drive, D/FW Airport, Texas 75261.

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

Risk 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 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 roleSEC, beneficial ownership includes voting or investment power with respect to financialsecurities and compliance risks,includes the shares of common stock issuable pursuant to options and periodically reportswarrants 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 table is based on its findings to the full Board. In addition, the Audit and Finance Committeetotal shares of common stock outstanding as of April 13, 2021.

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

Director Independence

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

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

Code of Conduct

        Our Board has adopted a Code of Conduct applicable to our directors, senior management including the principal executive officer, principal financial officer and principal accounting officer, and all other employees. The Code of Conduct is available on our website at http://www.dexmedia.com/company/corporate-governance/. Any waiver of any provision of the Code of Conduct made with respect to any director or executive officerobligations 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 periodically reassesses any related-person transactions entered into by the Company to ensure their continued appropriateness. This responsibility is set forth in the Corporate Governance Committee's Charter.

        The Corporate Governance Committee considers all relevant factors when determining whether to approve a related person transaction including, without limitation, the following:

•

the sizeeach of the transactionstockholders party thereto upon and after the amount payable to a related person;



•

the natureconsummation 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 isour direct listing which occurred on terms and made under circumstances that are at least as favorable to the Company as would be available in comparable transactions with or involving unrelated third parties.

        On November 15, 2013, certain subsidiaries of the Company commenced offers to repurchase bank debt below par. The offers expired on November 25, 2013 and the Company successfully repurchased bank debt at each of its four operating subsidiaries and retired approximately $137.1 million in principal amount of bank debt for approximately $101 million in cash consideration. Franklin Resources, Inc. ("FRI"), Paulson & Co. ("Paulson") and Restructuring Capital Associates, L.P. ("RCA"), entities known by the Company to beneficially own 5% or more of the Company's outstanding common stock, participated in the offers. RCA, Franklin and Paulson tendered

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and the Company repurchased $17.7 million, $16.3 million and $10.3 million in bank debt, respectively. RCA, Franklin and Paulson received the proceeds of approximately $13.3 million, $12.4 million and $6.4 million, respectively. The bank debt repurchases were carried out in the ordinary course of business, pursuantOctober 1, 2020. Pursuant to the terms of the Company's amended and restated credit facilities,stockholders’ agreement, each Nominating Stockholder Group, for so long as it 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.

        Each of our current directors is serving a term that expires at the Annual Meeting. Eachdiscussions or approval or ratification of the director nominees listed below will be elected if he receives the votetransaction. However, such member of the majority ofaudit committee will provide all material information concerning 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 2015 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 recommendationstransaction to the Board concerning nomineesaudit committee. Our policy also includes certain exceptions for election as directorstransactions that need not be reported and nomineesprovides the audit committee with the discretion to pre-approve certain transactions.

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

JONATHAN B. BULKELEY

        Mr. Bulkeley, 53, has served on the Dex Media Board of Directors since April 2013; he previously served as a Director of Dex One from January 2010 to April 2013, and was non-executive Chairman of the Dex One Board of Directors from September 2010 to August 2011. 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 microcap equities, in March 2009 and has served as its Chief Investment Officer since inception. 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 Spark Networks, Inc. During the past five years, Mr. Bulkeley has also been a director of The Reader's Digest Association, Inc. and Excelsior LaSalle Property Fund, Inc.

        Mr. Bulkeley brings to the Board management and operational experience with companies in all phases of business development and experience with our Company's business and industry.

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THOMAS D. GARDNER

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

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

W. KIRK LIDDELL

        Mr. Liddell, 64, has served on the Dex Media Board of Directors since April 2013; he previously served as a Director of Dex One from January 2010 to April 2013. Mr. Liddell previously served as interim Principal Executive Officer, of Dex One, from May 2010 to September 2010. Mr. Liddell has served as President, Chiefour Principal Financial Officer, and the next 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, the parent corporation of a specialty contracting network serving commercial, industrial, marineDecember 31, 2020, and residential customers, since 1984. Prior to joining Irex Corporation, Mr. Liddell was an associate at Covington & Burling in Washington, D.C., where he practiced corporate law with a focus on bank regulation, securities and antitrust.

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

PETER J. MCDONALD

        Mr. McDonald, 63, has been Dex Media's president and chiefone additional executive officer and has served onwho would have been among the Dex Media Boardthree most highly-compensated executive officers but for the fact she was not employed at the end of Directors since April 2013; he previously was president and chief2020, or our “named executive officer and served as a director of SuperMedia since December 2010. From October 4, 2010 until December 9, 2010, Mr. McDonald served as SuperMedia Inc.'s interim chiefofficers” or “NEOs”. Our named executive officer. Prior to joining SuperMedia, Mr. McDonald held various positions at R.H. Donnelley Corporation (predecessor to Dex One), including as president and chief operating officer from 2004 through 2008. From 2002 to 2008, Mr. McDonald served as senior vice president and president of Donnelley Media. Mr. McDonald served as a director of R.H. Donnelley between 2001 and 2002. Previously, Mr. McDonald served as president and chief executive officer of SBC Directory Operations, a publisher of yellow pages directories, from 1999 to 2000. He was president and chief executive officer of Ameritech Publishing's yellow pages business from 1994 to 1999, when Ameritech was acquired by SBC. Prior to that, Mr. McDonald was president and chief executive officer of DonTech and served in a variety of sales positions at R.H. Donnelley, after beginning his career at National Telephone Directory Corporation. He is also a member of the board of the Local Search Association, where he previously served as Chairman.

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

THOMAS S. ROGERS

        Mr. Rogers, 59, has served on the Dex Media Board of Directors since April 2013; he previously served as a Director of SuperMedia from 2006 to April 2013. Mr. Rogers currently serves as president and chief executive officer of TiVo Inc., a provider of television-based interactive and entertainment services, a position he has held since July 2005. He also currently serves on the board of directors of TiVo Inc. Mr. Rogers previously served as chairman of the board of Teleglobe International Holdings, Ltd., a provider of international voice, data, internet and mobile roaming services, from November 2004 to February 2006. He also has served as chairman of TRget Media LLC, a media industry investment and operations advisory firm, since July 2003. Mr. Rogers served as the senior operating executiveofficers for media and entertainment for Cerberus Capital Management, a large private equity firm, from 2004 to July 2005. Prior to holding 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 the National Broadcast Company, Inc., including president of NBC Cable and executive vice president.

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

ALAN F. SCHULTZ

        Mr. Schultz, 55, has served on the Dex Media Board of Directors since April 2013 and currentlyfiscal 2020 were:

        2013 Compensation Design.    Following However, it should be noted that we have designed our compensation programs to complement each other and collectively serve all of 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.

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stock component and a stock option component.our NEOs. These programscompensation elements are described in more detail later in this section. Theunder “Components of Our NEO Compensation Program”:

Roles of the Compensation and Benefits Committee, Management and Consultant

        The Committeecommittee 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.

        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 understandingreview of Dex Media's business andour compensation programs and its independent researchrelated policies. Historically, our compensation committee has not regularly engaged the services of an executive compensation advisor in reviewing and analysis. Semler Brossyestablishing 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.

Compensation Positioning

        Peer Group Companies.    The Committee intendsinterest rates that the compensation opportunity available to executive officers be competitive with the compensation offered by similar companies. Following the Merger in 2013, the Committee reexamined the peer group in consultation with its independent compensation consulting firm, Semler Brossy.committee deemed appropriate. The Committee-approved peer group includes companies in the Advertising (GICS Industry 25401010) and Publishing (GICS Industry 25401040) subcategoriestarget annual incentive for 2020 is a percentage of Media companies with trailing four quarter revenues between $1.0 billion and $2.5 billion that are similar to our Company. The peer group is used to provide market references in establishing the total compensation opportunity for our executive officers. For 2013, this group comprised:

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        Target Marketplace Positioning.    The Committee's stated objective is to position an executive's total direct remuneration opportunity, assuming target performance, within a 10% to 15% range above or below the median of the competitive market for the executive's position. Actual total direct remuneration will vary from year to year and may be below or above target, depending on both the Company's performance and the executive's performance relative to pre-established objectives.

        Although the Committee reviews peer group data to provide a frame of reference for decision-making, the Committee did not rely exclusively on peer group data in setting the terms of the 2013 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.

Elements of Compensation

        Total direct remuneration for Dex Media's executive officers is comprised ofeach individual’s base salary as of December 31, 2020, subject to proration based on changes in position or salary. In fiscal year 2020, the STI target annual incentive compensation and long-term incentive compensation.

        Base Salary.    Dex Media provides its executive officers an annual base salary to compensate them for services rendered during the year; base salary is a fundamental component of compensation and is necessary to attract and retain talented executive officers. The executive officers' base salaries are reviewed annually by the Committee, but do not automatically increase each year.

        In August of 2013, the Committee adjusted base salaries for executive officers to reflect increased or changed responsibilities following the Merger. These base salary levels were effective May 1, 2013, to coincide with the completion of the Merger. Annualized base salary ratesincentives for each of our NEOs, expressed as a percentage of each NEO’s base salary, were as follows: