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DFIN’s Craig Clay: Modernizing Risk And Compliance Solutions

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As the president of Global Capital Markets for Donnelley Financial Solutions (DFIN), Craig Clay has overseen a transformation of the organization for more than two decades. We spoke recently about the changes in the industry and how DFIN’s software supports its clients in the complex regulatory requirements of capital markets.


Karen Walker: DFIN has an exciting backstory – RR Donnelley has long been one of the world’s premier printing companies. Now you’ve transformed into a software company. Can you talk about this journey for the organization?

Craig Clay: Within the massive printing company, where we printed catalogs and magazines and books, Harry Potter and Sears catalogs, et cetera, there was a small business unit doing financial printing. That’s the unit I joined 25 years ago.

At the time, we were supporting lawyers, investment bankers, and companies in their process of going public or going private. Over the years, there was a fantastic opportunity to transform that part of the company. In an industry that is slow to change, we now offer software that allows our clients to work how they want.

We’ve made many software acquisitions over the years, and in 2016 Donnelley broke itself up and spun out two companies, including DFIN. We’re now helping those same clients through their entire business life cycle – from startup to initial fundraising, to public listings, to mergers and acquisitions, and so on.

With all the software that supports those activities, print is now de minimus. It’s more of an output – like a pdf that you file with the SEC. It’s the software that we’re providing, whether it’s artificial intelligence, contract analytics, or disclosure tools, that make the process easier for our clients.


Walker: I know you've worked with some big names like Lyft, Tesla and PayPal. There's been a history of supporting companies as they go public and sometimes going back to private again. How do you support that?

Clay: We have an array of software offerings from the traditional to the very modern. We have clients who want to work as they did 10 or 20 years ago, and we have a compelling platform for that. It's a process of moving documents back and forth and allowing clients to iterate on those.

We’re especially excited about one product called ActiveDisclosure. Using an IPO as an example, it allows you to iterate, to bring in a fantastic amount of detail and to utilize working groups. You have potentially multiple auditors, logs, underwriters, all converging in this document.

It allows them to assign permissions, iterating the accepts and rejects and connecting the financials, which is so critically important to their ERP. It’s a product that allows the presentation form to come out of it with several output choices.

It also files with the SEC and connects to our virtual data room, with security to ensure that the companies’ pre-market important information is safe.


Walker: Speaking of security, it sounds like you have replaced locked rooms containing locked file cabinets and copy machines. What’s the process today?

Clay: If you think about integration of an acquisition, for example, those documents are typically housed in our virtual data room instead of a physical one.

Now, at the end of the acquisition, this library exists and can be coupled with the company that was acquired.

We provide tools to analyze and help with integration, whether you need the perspective of HR, contracts or even real-estate leases. Our artificial intelligence can work through all that data and provide you with information.

On top of it is our Data Protect, which is data security and privacy. It’s a very modern tool helping clients to get deals done more quickly. You’re also able to comply with GDPR and privacy acts and redact and ensure the information that you're sharing has the protections you need from a PII perspective.


Walker: What are your protocols? How are you keeping all the data safe?

Clay: We are pushing security to the forefront. We’re launching a section on our website committed to trust.

We have the most recent fit-for-purpose, born-in-the-cloud, anti-malware, encryption and firewall software. It is multi-factor identification with watermarking and all the pieces are fortified. And we are pushing that in all our modern software, whether it’s ActiveDisclosure or our Venue virtual data room.


Walker: What’s next for DFIN?

Clay: I’ll touch on two areas. One is ESG. Our software and advisory services are helping clients understand what is going on with regulations in Europe and with the proposed rules that the SEC will finalize soon.

We are helping stakeholders understand the big picture but, more importantly, to comply and talk about what they're doing. We have a process of identifying their five top things and how they compare to their peers.

Another piece that we're focused on is legislation, including the financial transparency act, which is just about good governance. You and I pay taxes - how is that money spent?


Walker: You have a solid background in sales and go-to-market. But you're now leading this big global team of more than 2000 employees in a dozen countries. I'm curious about some leadership lessons you might have learned along the way.

Clay: Given our history, it's essential to bring in a lot of diversity of thought - and to integrate that with the legacy organization and create a culture where you're not disavowing the past.

I'm a huge fan of Adam Grant. I love his book Think Again, which is about unlearning.

We must challenge how we've done things, the way we view things. We must even challenge our clients.


Walker: How do you go about finding a diversity of thought in an industry that maybe hasn't had it before?

Clay: That's a good question. We're a unique industry, but we've found many amazing people through other software companies.

If you also think about the regulatory nature of our business, we found some fantastic folks who are challenging the norms within. So, we found several niches where we're able to recruit those folks. They challenge how we're doing things and how we could be doing something better.


Walker: In my consulting business, my tagline is up and to the right, because that's the spot on the two-by-two matrix where we always want to be. Was there a moment in your career when you knew that you were moving in that direction?

Clay: I could look back and say, “Wow, I stayed at ostensibly the same company,” but that’s not true. I'll spare you that the twists and turns, but it's a very different place.

The most recent moment was in February of 2020. We had just had a global sales meeting. We had to un-invite our APAC team because of concerns about the new virus. Four weeks later, we’re all at home because of the pandemic. The challenge of leading through that terrifying event was a seminal moment.

I'm near New York city. It was very upsetting here. We have a vast employee base, serving clients and dealing with vendors from the shutdown of March through the summer. As we got into the fall, I realized that we had delivered something extraordinary, and had an opportunity to do even more.

You don’t realize until a crisis occurs how well the pivot to technology we made worked. The challenge ahead is probably equal. As I look back, I can see how this company really delivered. Because of that, I'm super excited about the future and what we can do in the next few years.


This interview has been edited and condensed for clarity.

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