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Notice of

Annual Meeting of Stockholders

9:00 a.m., Eastern Daylight Time, on Tuesday, June 7, 2016

PLACE

225 Liberty Street, New York, New York 10281

ITEMS OF BUSINESS

1.

2.

3.

4.

5.

RECORD DATE

VOTING BY PROXY

ATTENDING THE ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

Q: Why am I being provided these materials?

Q: What is being voted on at the Annual Meeting?

Q: Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Q: Who is entitled to vote?

Q: What constitutes a quorum?

Q: How many votes are required to approve each proposal?

Q: How are votes counted?

Q: Who will count the vote?

Q: How does the Board recommend that I vote?

Q: How do I vote my shares?

Q: What does it mean if I receive more than one Notice or proxy card on or about the same time?

Q: May I change my vote or revoke my proxy?

Q: Could other matters be decided at the Annual Meeting?

Q: Who will pay for the cost of this proxy solicitation?

PROPOSAL NO. 1: ELECTION OF DIRECTORS

BOARD OF DIRECTORS

COMMITTEES OF THE BOARD AND MEETINGS

Audit and Finance Committee

Audit and Finance Committee Report

Compensation Committee

Compensation Consultant

Compensation Committee Interlocks and Insider Participation

Nominating and Governance Committee

GOVERNANCE OF THE COMPANY

STANDARDS OF BUSINESS CONDUCT

CODE OF ETHICS FOR SENIOR EXECUTIVE AND SENIOR FINANCIAL OFFICERS

CORPORATE GOVERNANCE POLICY

SIGNIFICANT GOVERNANCE PRACTICES

Director Nomination Process

Annual Meeting of Stockholders

Director Independence and Independence Determinations

Board Leadership Structure

Executive Sessions of Independent Directors

Board and Committee Evaluations

Communications with the Board of Directors

Oversight of Risk Management

PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

Executive Summary

How 2015 Compensation Decisions Were Made – Governance & Process

Compensation Composition – Understanding the Mix

Compensation Elements – Understanding the Decisions

Tax and Accounting Implications

COMPENSATION COMMITTEE REPORT

COMPENSATION RISK

2015 SUMMARY COMPENSATION

2015 GRANTS OF PLAN-BASED AWARDS

NARRATIVE TO 2015 SUMMARY COMPENSATION TABLE AND 2015 GRANTS OF PLAN-BASED AWARDS TABLE

OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2015

2015 OPTION EXERCISES AND STOCK VESTED

2015 PENSION BENEFITS

2015 NONQUALIFIED DEFERRED COMPENSATION

POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

PROPOSAL NO. 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

PROPOSAL NO. 4: APPROVAL OF THE TIME INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN

PROPOSAL SUMMARY

NEW PLAN BENEFITS

2016 OMNIBUS PLAN SUMMARY

US FEDERAL INCOME TAX IMPLICATIONS OF 2016 OMNIBUS PLAN AWARDS

EQUITY COMPENSATION PLAN INFORMATION

DIRECTOR COMPENSATION

SHARE OWNERSHIP

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

POLICY AND PROCEDURES GOVERNING RELATED PERSON TRANSACTIONS

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

CERTAIN LEGAL PROCEEDINGS

STOCKHOLDER PROPOSALS FOR 2017 ANNUAL MEETING

HOUSEHOLDING OF PROXY MATERIALS

OTHER BUSINESS

ANNEX A: INCENTIVE PLAN PERFORMANCE DEFINITIONS AND RECONCILIATION TO GAAP METRICS

ANNEX B: TIME INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN

this Proxy Statement;

the proxy card;

our Annual Report on Form 10-K for the fiscal year ended December 31, 2015; and

any amendments to the foregoing materials that are required to be furnished to stockholders.

Doors open at 8:30 a.m., Eastern Daylight Time.

Meeting starts at 9:00 a.m., Eastern Daylight Time.

If you wish to attend the meeting in person, go to www.proxyvote.com and select the “request meeting admission” link in order to RSVP and print your registration confirmation. You must RSVP before 11:59 p.m., Eastern Daylight Time, on Friday, June 1, 2016. A printed registration confirmation together with photo identification will be requested in order to be admitted to the meeting.

You do not need to attend the meeting to vote if you submitted your proxy in advance of the meeting.

If you are unable to attend the meeting in person, you can listen to the meeting live via the Internet at www.virtualshareholdermeeting.com/TIME2016. The webcast starts at 9:00 a.m., Eastern Daylight Time, but we recommend that you log in at least ten minutes before the start of the meeting.

Why am I being provided these materials?

We have made these proxy materials available to you via the Internet or, upon your request, have delivered printed versions of these materials to you by mail in connection with the solicitation by the Board of Directors (the “Board”) of Time Inc. (the “Company,” “we,” “us,” “our” or “Time”) of proxies to be voted at our Annual Meeting of Stockholders to be held on June 7, 2016 (the “Annual Meeting”), and at any postponements or adjournments of the Annual Meeting.

If at the close of business on April 12, 2016 you were a stockholder of record or held shares through a bank, broker or other nominee, you are invited to vote your shares and attend the meeting.

What is being voted on at the Annual Meeting?

There are four proposals scheduled to be voted on at the Annual Meeting:

Election of eleven director nominees;

Ratification of the appointment of Ernst & Young LLP (“Ernst & Young”) as our independent registered public accounting firm for 2016;

Approval of the compensation of our named executive officers on an advisory basis; and

Approval of the Time Inc. 2016 Omnibus Incentive Compensation Plan.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide stockholders access to our proxy materials via the Internet. Accordingly, we sent a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 21, 2016 to stockholders of record entitled to vote at the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or your proxy card and to download printable versions of the proxy materials or to request and receive a printed set of the proxy materials from us. Instructions on how to access the proxy materials over the Internet or to request a printed copy from us may be found in the Notice.

Who is entitled to vote?

Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”); and

Held for you in an account with a broker, bank or other nominee (shares held in “street name”)—street name holders generally cannot vote their shares directly and instead must instruct the broker, bank or nominee how to vote their shares.

What constitutes a quorum?

A majority of the voting power of the outstanding shares of common stock entitled to vote generally on the business properly brought before the Annual Meeting must be represented in person or by proxy to constitute a quorum for the Annual Meeting. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. If you hold your shares in street name and do not provide voting instructions to your broker, New York Stock Exchange (“NYSE”) rules grant your broker discretionary authority to vote your shares on “routine matters” at the Annual Meeting, including the ratification of the appointment of the independent auditors

in Proposal No. 2. However, the proposals regarding the election of directors, the advisory vote on executive compensation and the approval of the Time Inc. 2016 Omnibus Incentive Compensation Plan are not considered “routine matters.” As a result, if you do not provide instructions, your shares will not be voted on Proposals No. 1, 3 and 4 (resulting in a “broker non-vote”). Although “broker non-votes” will be counted as present and entitled to vote for purposes of determining a quorum, we urge you to promptly provide voting instructions to your broker or other nominee so that your shares are voted on all proposals.

How many votes are required to approve each proposal?

Each proposal requires the affirmative vote of a majority of the votes cast in order to be approved. “Abstentions” and “broker non-votes” will not affect the satisfaction of this requirement, although they will have the practical effect of reducing the number of affirmative votes required to achieve a majority by reducing the total number of shares from which the majority is calculated. Approval of Proposal No. 4 (relating to the Time Inc. 2016 Omnibus Incentive Compensation Plan) additionally requires that a majority of the outstanding shares on the Record Date actually cast votes on the matter. Abstentions and broker “non-votes” will have the practical effect of reducing the likelihood that this requirement will be satisfied.

Regarding Proposal No. 1 (relating to the election of the Company’s directors), pursuant to the Company’s by-laws, any incumbent director who fails to receive a majority of the votes cast must submit an offer to resign from the Board no later than two weeks after the Company certifies the voting results. In that case, the rest of the Board would consider the resignation offer and may either (i) accept the offer or (ii) reject the offer and seek to address the underlying cause(s) of the majority-withheld vote. The Board must decide whether to accept or reject the resignation offer within 90 days following the certification of the stockholder vote and the Company must promptly thereafter make a public announcement regarding the Board’s decision.

How are votes counted?

You may vote “FOR” or “AGAINST” the election of each of the directors (in Proposal 1) and Proposals No. 2, 3 and 4, or you may “ABSTAIN” from voting for one or more directors (in Proposal 1) or Proposals No. 2, 3 or 4.

If you sign and submit your proxy card without specifying how you would like your shares voted, your shares will be voted in accordance with the Board’s recommendations specified below under “How does the Board recommend that I vote?” and in accordance with the discretion of the persons named on the proxy card (the “proxyholders”) with respect to any other matters that may be voted upon at the Annual Meeting or at any adjournment or postponement of the Annual Meeting.

Who will count the vote?

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspectors of election.

How does the Board recommend that I vote?

The Board unanimously recommends that you vote as follows:

How do I vote my shares?

If you are a stockholder of record (that is, if your shares are owned in your name and not in “street name”), you may vote:

Via the Internet at www.proxyvote.com;

By telephone (within the U.S. or Canada) toll-free at 1-800-690-6903;

By signing and returning the enclosed proxy card if you have received paper materials; or

By attending the Annual Meeting and voting in person.

If your shares are held in a brokerage account by a broker, bank or other nominee, you should follow the voting instructions provided by your broker, bank or other nominee.

If you wish to vote by telephone or via the Internet, you must do so before 11:59 pm, Eastern Daylight Time, on Monday, June 6, 2016. After that time, telephone and Internet voting will not be permitted, and a stockholder of record wishing to vote who has not previously submitted a signed proxy card must vote in person during the Annual Meeting. Stockholders of record will be on a list held by the inspector of elections. Street name stockholders, also known as beneficial owners, must obtain a proxy from the institution that holds their shares, whether it is their brokerage firm, a bank or other nominee, and present it to the inspector of elections with their ballot in order to vote at the Annual Meeting. Voting in person by a stockholder at the Annual Meeting will replace any previous votes submitted by proxy.

What does it mean if I receive more than one Notice or proxy card on or about the same time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote via Internet or telephone, vote once for each Notice you receive. For more information, see “Householding of Proxy Materials” on page 99 of this Proxy Statement.

May I change my vote or revoke my proxy?

Yes. Whether you have voted via the Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

Sending a written statement to that effect to our Corporate Secretary, provided such statement is received at or prior to the Annual Meeting;

Submitting a vote at a later time via Internet or telephone before the closing of those voting facilities at 11:59 pm, Eastern Daylight Time, on Monday, June 6, 2016;

Submitting a properly signed proxy card with a later date that is received at or prior to the Annual Meeting; or

Attending the Annual Meeting and voting in person.

If you hold stock in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your voting instructions in person at the Annual Meeting if you obtain a signed proxy from the record holder (bank, broker or other nominee) giving you the right to vote the shares and comply with the pre-registration requirements set forth under “Attending the Annual Meeting of Stockholders” on page 1 of this Proxy Statement. Only the latest validly executed proxy that you submit will be counted.

Could other matters be decided at the Annual Meeting?

We are currently unaware of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration, the proxyholders will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay for the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. We have hired Innisfree M&A Incorporated to assist in the solicitation of proxies. We will pay Innisfree M&A Incorporated a fee of $25,000, plus reasonable expenses, for these services and for general advice regarding stockholder engagement. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable and documented expenses.

JOSEPH A. RIPP

Director since 2013

Age 64

Mr. Ripp has served as our Chief Executive Officer since September 2013, Director since November 2013 and Chairman since April 2014. Prior to that, Mr. Ripp served as Chief Executive Officer of OneSource Information Services, Inc., a leading provider of online business information and sales intelligence solutions, beginning shortly after the 2012 acquisition of OneSource by Cannondale Investments, Inc., a joint venture formed in 2010 between Mr. Ripp and GTCR, a leading private equity firm. Mr. Ripp served as Chief Executive Officer of Cannondale from 2010 to 2012. From 2008 to 2010, Mr. Ripp served as Chairman of Journal Register Company (now known as 21st Century Media). Prior to that, Mr. Ripp served as President and Chief Operating Officer of Dendrite International Inc., a leading provider of sales, marketing, clinical and compliance solutions for the global pharmaceutical industry. Mr. Ripp began his media career at Time Inc. in 1985 and held several executive level positions at Time Inc. and Time Warner Inc., including Senior Vice President, Chief Financial Officer and Treasurer of Time Inc. from 1993 to 1999, Executive Vice President and Chief Financial Officer of Time Warner from 1999 to January 2001, Executive Vice President and Chief Financial Officer of America Online from January 2001 to 2002 and Vice Chairman of America Online from 2002 to 2004.

Skills and Qualifications

Mr. Ripp brings to the Board extensive experience, expertise and background in the publishing and media industries. He also possesses corporate leadership experience and extensive knowledge of our business gained from his prior senior executive roles at Time Inc. and Time Warner as well as his current position as our Chief Executive Officer overseeing the Company’s business operations.

DAVID A. BELL

Director since 2014

Age 72

Mr. Bell brings over 40 years of advertising and marketing industry experience to our Board, having served as CEO of three of the largest companies in the industry–Bozell Worldwide, True North Communications and The Interpublic Group of Companies, Inc. Mr. Bell currently provides strategic branding, digital marketing and public relations services through Belwether Advisors, a consulting sole proprietorship. Mr. Bell has served as a Senior Advisor to AOL Inc. since 2009 and as an Operating Advisor to Pegasus Capital Advisors LP since 2004. Mr. Bell also served as a Senior Advisor to Google Inc. from 2006 to 2009.

Mr. Bell is currently Chairman of Gyro, an advertising agency focused on business-to-business marketing, and is a member of the boards of directors of Creative Realities, Inc., an integrated experiential design firm that assists retail marketers in creating interactive consumer experiences, and multiple early-stage companies including Double Verify, Your Tango, Resonate Networks, Dstillery and 33Across. He has also served on the boards of multiple publicly-traded companies, including The Interpublic Group of Companies Inc. from 2003 to 2005 and PRIMEDIA Inc. from 2001 to 2010. Mr. Bell was inducted into the Advertising Hall of Fame in 2007.

Skills and Qualifications

Mr. Bell brings extensive executive leadership and public company governance experience, traditional and digital advertising and marketing experience, and entrepreneurial experience in developing new businesses.

JOHN M. FAHEY, JR.

Director since 2014

Age 64

Mr. Fahey, who serves as the Company’s Lead Independent Director, is the former Chairman of National Geographic Society, a non-profit scientific and educational organization, where he served until his retirement in February 2016. Prior to that, Mr. Fahey served as National Geographic Society’s Chief Executive Officer from 1998 to 2013 and as its President from 1998 to 2010. During his tenure as President and Chief Executive Officer of National Geographic Society, he led its entry into cable television (now available in 171 countries), the expansion of its magazine (now published in English and 39 local-language editions) and the extension of National Geographic content into digital media. Mr. Fahey joined the National Geographic family in 1996. Prior to that, he was Chairman, President and Chief Executive Officer of Time Life Inc., a former affiliate of Time Inc., for seven years. Earlier, Mr. Fahey worked for Home Box Office, where he was instrumental in the startup of CINEMAX, and was a circulation manager for Time magazine.

In February 2014, President Obama appointed Mr. Fahey as a Member of the Smithsonian Board of Regents for a six-year term. He also serves on the boards of Johnson Outdoors Inc. and Lindblad Expeditions Holdings Inc.

Skills and Qualifications

Mr. Fahey has extensive leadership, strategic planning, international, marketing, magazine, digital media, corporate transactional and enterprise risk management experience through his 18 years with National Geographic. With more than seven years as Chairman, President and Chief Executive Officer of Time Life Inc., he also has knowledge of our company’s history.

MANUEL A. FERNANDEZ

Director since 2014

Age 69

Until his retirement in November 2013, Mr. Fernandez served on the board of Sysco Corporation, a global leader in selling, marketing and distributing food products, for seven years, holding the titles of Executive Chairman (to which he was appointed in 2012) and Non Executive Chairman of the board (to which he was appointed in 2009). Mr. Fernandez has been Managing Partner of SI Ventures, LLC, a venture capital partnership focusing on information technology and communications infrastructure companies that enable e-business, since 2000. He also held the positions of Chairman, President and Chief Executive Officer of Gartner, Inc., a leading information technology research and consulting company, from 1989 until 2000; and President and Chief Executive Officer of three technology-driven companies: Dataquest, Inc., Gavilan Computer Corporation and Zilog Incorporated.

Mr. Fernandez has served on the board of Brunswick Corporation as lead director since 2005. He has also served on the board of directors of Leggett & Platt, Incorporated since 2014. Mr. Fernandez served on the board of directors of Sysco Corporation from 2006 until his retirement in 2013 and on the board of directors of Flowers Foods, Inc. from 2005 to 2014. He was a director at Stanley Black & Decker, Inc. (and its predecessor the Black & Decker Company) from 2000 to 2012, is a former Chairman of the board of trustees of the University of Florida, and was appointed by President Bush in May 2003 to serve as a member of the President’s Information Technology Advisory Committee.

Skills and Qualifications

Having invested in over 20 start-up companies in the information technology field and having served as an executive at and on the governance bodies of multiple public and private entities, Mr. Fernandez brings extensive knowledge in matters of corporate strategy, product innovation and development, information technology and IT strategy and strategic planning, as well as international experience.

DENNIS J. FITZSIMONS

Director since 2014

Age 65

Mr. FitzSimons has served since 2004 as Chairman of the Chicago-based Robert R. McCormick Foundation, a charitable organization with extensive assets. Prior to that, Mr. FitzSimons was the Chief Executive Officer of Tribune Company from 2003 to 2007 and Chairman from 2004 to 2007, stepping down upon completing the sale of the company. Mr. FitzSimons began his 25-year career at Tribune in 1982, spending his first 17 years in the broadcast division in positions of increasing responsibility, including General Manager of WGN-TV, Chicago, and President/Chief Executive Officer of Tribune Broadcasting. He was appointed Executive Vice President of Tribune Company in January 2000, with responsibility for the company’s broadcasting, publishing and digital groups, as well as the Chicago Cubs Major League Baseball team. He was elected to the Tribune Company board of directors in 2000 and named President and Chief Operating Officer in July 2001 before becoming CEO in January 2003 and Chairman in January 2004. He started his media career at Grey Advertising in New York.

Mr. FitzSimons serves as a Director of Media General, Inc. He is a Trustee of both Northwestern University and Chicago’s Museum of Science and Industry. Mr. FitzSimons chaired the Media Security and Reliability Council for the U.S. Federal Communications Commission from 2002 to 2004 and served as a Director of The Associated Press from 2004 to 2007.

Skills and Qualifications

Mr. FitzSimons demonstrated significant leadership skills during his 25-year career at Tribune Company, one of the nation’s largest multimedia companies. He had direct responsibility for developing and managing the cross-platform potential of the company’s broadcast, print and emerging digital media operations. Through this and his service on various media company and not-for-profit boards, Mr. FitzSimons brings publishing, strategic media industry and public company expertise.

BETSY D. HOLDEN

Director since 2014

Age 60

Ms. Holden has been a Senior Advisor to McKinsey & Company, a global management consulting firm, since April 2007, working with clients on strategy, marketing and board effectiveness initiatives. From 2001 to 2003, she was Co-Chief Executive Officer of Kraft Foods and from 2000 to 2003, she was Chief Executive Officer of Kraft Foods North America. Additional positions at Kraft included President, Global Marketing and Category Development and Executive Vice President, with oversight of operations, IT, procurement, research and development, and marketing services, as well as multiple business unit President and line management assignments. Under her leadership, Kraft Foods was a food industry leader in developing digital programs related to customer relationship management, marketing and content and won numerous marketing and innovation accolades.

Ms. Holden serves on the boards of Diageo plc and Western Union Holdings, Inc. Ms. Holden serves on the executive committees of the Duke University Board of Trustees, the Global Advisory Board of the Kellogg School of Management and Ravinia Festival’s Board of

Trustees. She is President of the Off the Street Club Board and is Treasurer of the Board of Chicago High School for the Arts. Ms. Holden previously served on the boards of Catamaran Corporation, Kraft Foods, Tupperware, Tribune Company and Media Bank. She was a 2015 honoree of the NACD Directorship 100 award.

Skills and Qualifications

Ms. Holden brings over 30-years experience in consumer marketing, innovation and brand management, including chief executive-level experience at one of the largest U.S.-based multinational companies. In addition, she has a record of success in leading organic growth, acquisitions, global expansion, talent management and cost management. Having served on the boards of multiple public, private and not-for-profit companies, she has extensive board and corporate governance experience.

KAY KOPLOVITZ

Director since 2014

Age 71

Ms. Koplovitz founded, built and served for 21 years as Chairman & CEO of the highly successful USA Networks, the first advertiser-supported basic cable network. She is credited with introducing to the basic cable network business model a second revenue stream, licensing fees, in addition to advertising. She also negotiated the first cable television deals for multiple professional sports leagues and events. Since stepping down from USA Networks in 1998, she has simultaneously run Koplovitz & Company, a media advisory and investment firm specializing in marketing and growth strategies for early to late stage companies, and Springboard Enterprises, a non-profit entity dedicated to training women leaders of high-growth technology oriented companies to raise capital. Also in 1998 Ms. Koplovitz was appointed by President Clinton to chair the National Women’s Business Council.

Ms. Koplovitz serves on the boards of CA Technologies, Inc. and ION Media Networks. She also serves on the boards of non-profit entities The Paley Center for Media, The International Tennis Hall of Fame, The College of Letters and Science at the University of Wisconsin and Springboard Enterprises.

Skills and Qualifications

Ms. Koplovitz has extensive leadership experience founding and managing a major consumer-focused, multi-billion dollar media company. Having co-founded several successful ventures and serving on multiple publicly-held and not-for-profit boards, her experiences encompass venture capitalism, marketing and sales and technology, as well as corporate governance matters.

J. RANDALL MACDONALD

Director since 2014

Age 67

Mr. MacDonald served as Senior Vice President of Human Resources at IBM, a global technology and consulting firm, from 2000 until his retirement from IBM in June 2013. He was part of the team that led the transformation of IBM to a company that delivers top-to-bottom technology solutions. Before that, he was with GTE (now Verizon Communications) for 17 years in positions of increasing responsibility, including Executive Vice President of Human Resources and Administration. He also held human resources positions at Ingersoll-Rand Company and Sterling Drug, Inc.

Mr. MacDonald serves as a member of the board of directors of Delphi Automotive PLC. He was a director of Covance Inc. from 1998 to 2006. He also serves as Vice Chairman of the board of trustees of Bucknell University and Vice Chairman of the board of directors of National Association of Human Resources. He is one of thirteen Distinguished Fellows of the National Academy of Human Resources. In addition, he is a trustee of the U.S. Ski and Snowboard Team Foundation and a fellow of Cornell University’s Center for Advanced Human Resources Studies.

Skills and Qualifications

Mr. MacDonald has over four decades of human resources experience. His extensive experience at major publicly-traded companies enables him to advise on global human resources matters, compensation practices, leadership assessment and development, restructurings and general management.

RONALD S. ROLFE

Director since 2014

Age 70

Mr. Rolfe is a retired Partner at Cravath, Swaine & Moore LLP, a premier law firm in the United States, where he practiced until his retirement in December 2010. Mr. Rolfe’s practice spanned the world and included corporate governance, securities, antitrust and commercial litigation and arbitration for U.S. and international clients. Mr. Rolfe began as an Associate with Cravath in 1970 and became Partner in 1977. He also served as Law Clerk to the Honorable Marvin E. Frankel, U.S. District Court Judge in the Southern District of New York, in 1969.

Mr. Rolfe currently serves on the boards of directors of public companies Noranda Aluminum Holding Corporation (since 2013), Berry Plastics Group, Inc. (since 2013) and Reynolds American Inc. (since 2014). He also currently serves on the board of private company Advanced Assessment Systems, Inc.

Skills and Qualifications

Mr. Rolfe’s distinguished legal career, during which he advised numerous corporate boards and senior executives, enables him to provide invaluable insight on risk management and corporate governance matters. His service on both public and private boards provides him with meaningful experience in strategic planning, budgeting and compliance with various regulatory requirements.

SIR HOWARD STRINGER

Director since 2014

Age 74

Sir Howard Stringer served as Chairman, President and CEO of Sony Corporation, a multinational conglomerate with a diversified business primarily focused on the electronics, game, entertainment and financial services sectors, from 2005 until 2012, when he became Chairman of the board of directors. He retired from that position in June 2013. He joined Sony in May 1997 and was named President and Group Executive of the Sony Corporation of America in 1998, responsible for Sony’s entertainment companies: Sony Pictures Entertainment, Sony Music Entertainment and Sony/ATV Music Publishing. Prior to that, Sir Howard had a distinguished 30-year career as a journalist, producer and executive at CBS Inc., where he won 11 individual Emmy awards. He was Executive Producer of the CBS Evening News from 1981 until 1986, President of CBS News from 1986 until 1988 and President of CBS from 1988 until 1995, where he was responsible for all broadcast activities, including entertainment, news, sports and its radio and television stations.

Sir Howard serves as director on the executive board of the BBC and the board of directors for TalkTalk Telecom Group PLC. In 2005, Sir Howard was named one of Time magazine’s Top 100 (Builders and Titans).

Skills and Qualifications

Sir Howard has extensive knowledge in consumer-based products and the technology industry through his 16 years of leadership and senior management experience as former Chairman and CEO at Sony Corporation. As a 30-year veteran of CBS, he also brings a wealth of knowledge in journalism and the multimedia and entertainment industries.

MICHAEL P. ZEISSER

Director since 2016

Age 51

Mr. Zeisser has been Chairman, U.S. Investments, for Alibaba Group since October 2013. From 2003 to 2013, Mr. Zeisser was Senior Vice President of Liberty Interactive Corporation (formerly known as Liberty Media Corporation). Prior to joining Liberty Media, Mr. Zeisser was a partner at McKinsey & Company in New York from 1996 to 2003, where he co-founded and led McKinsey’s Internet Practice.

Mr. Zeisser currently serves on the boards of XO Group, Inc. and Shutterfly, Inc. He previously served on the boards of TripAdvisor, Inc. and IAC/Interactive Corp. Mr. Zeisser is a member of the Media Advisory Group of the American Association for the Advancement of Science.

Skills and Qualifications

As a current and former executive of companies with significant operations in the digital media industry, Mr. Zeisser has extensive insight into, and unique and specialized experience regarding, the Internet and digital media. He also possesses significant experience with respect to international operations and business strategy.

Audit and Finance

Committee

Compensation

Committee

Nominating and

Governance

Committee

Joseph A. Ripp

David A. Bell*

John M. Fahey, Jr.*⁽¹⁾
    

Manuel A. Fernandez*

Dennis J. FitzSimons*

Betsy D. Holden*

Kay Koplovitz*

J. Randall MacDonald*

Ronald S. Rolfe*⁽¹⁾

Sir Howard Stringer*

Michael P. Zeisser*⁽¹⁾

Number of Meetings

Independent Director

Mr. Fahey served on the Audit and Finance Committee throughout 2015 and until April 11, 2016. Mr. Rolfe’s service on the Nominating and Governance Committee and Mr. Zeisser’s service on the Audit and Finance Committee each commenced on April 11, 2016.

Overseeing the quality and integrity of our financial statements, internal controls over financial reporting, accounting practices and financial information we provide to the SEC or the public;

Reviewing our annual and interim financial statements, the reports of our independent registered public accounting firm on our annual financial statements and the effectiveness of our internal controls over financial reporting, Management’s Report on Internal Control over Financial Reporting and the disclosures under Management’s Discussion and Analysis of Financial Condition and Results of Operations in our periodic reports and other filings with the SEC;

Selecting and appointing an independent registered public accounting firm, such appointment to be ratified by stockholders at our annual meeting;

Pre-approving all services to be provided to us by our independent registered public accounting firm;

Reviewing with our independent registered public accounting firm and our management the plan and scope of the accounting firm’s proposed annual financial statement audit, quarterly reviews and annual report of our internal control over financial reporting, including the procedures to be utilized;

Reviewing with our independent registered public accounting firm and our management the accounting firm’s significant findings and recommendations upon the completion of the annual financial statement audit, quarterly reviews and annual audit of our internal control over financial reporting;

Reviewing and evaluating the qualification, performance, fees and independence of our registered public accounting firm;

Meeting with our independent registered public accounting firm and our management regarding our internal controls over financial reporting, critical accounting policies and practices and other matters;

Discussing earnings releases and reports to rating agencies with our management and our independent registered public accounting firm;

Overseeing our internal audit function;

Assisting our Board in the oversight of our financial structure, financial condition and capital strategy; and

Overseeing our compliance program, response to regulatory actions involving financial, accounting and internal control matters, internal controls and risk management policies.

Setting and reviewing our general policy regarding executive compensation;

Determining the compensation (including salary, bonus, equity-based grants and any other long-term cash compensation) of our Chief Executive Officer and other executive officers;

Overseeing our disclosure regarding executive compensation, including approving the report to be included in our annual proxy statement and included or incorporated by reference in our annual report on Form 10-K;

Approving employment agreements for our Chief Executive Officer and other executive officers;

Reviewing the benefits provided to our Chief Executive Officer and other executive officers;

Administering our executive bonus and equity-based incentive plans;

Overseeing our response to regulatory developments affecting compensation and, along with our Nominating and Governance Committee, reviewing and making recommendations regarding our responses to stockholder proposals relating to compensation matters and our proposals relating to the frequency of advisory votes on executive compensation; and

Assessing the independence of compensation consultants, legal counsel and other advisors to the Compensation Committee and hiring, approving the fees and overseeing the work of, and terminating the services of such advisors.

Overseeing our corporate governance practices;

Reviewing and recommending to our Board amendments to our by-laws, certificate of incorporation, committee charters and other governance policies;

Reviewing and making recommendations to our Board regarding the structure of our various board committees;

Identifying, reviewing and recommending to our Board individuals for election to the Board;

Adopting and reviewing policies regarding the consideration of board candidates proposed by stockholders and other criteria for board membership;

Overseeing and monitoring general governance matters, including communications with stockholders and regulatory developments relating to corporate governance;

Overseeing the Chief Executive Officer succession planning process, including an emergency succession plan;

Reviewing the leadership structure of our Board; and

Overseeing our Board’s annual self-evaluation.

the director is, or has been within the last three years, an employee of the Company and its consolidated subsidiaries (the “Consolidated Company”), or an immediate family member of the director is, or has been within the last three years, an executive officer of the Company; or

the director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Consolidated Company, other than director and committee fees and pensions or other forms of deferred compensation for prior service with the Consolidated Company (provided such compensation is not contingent in any way on continued service); or

(A) the director is a current partner or employee of a firm that is the Consolidated Company’s internal or external auditor; (B) the director has an immediate family member who is a current partner of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and personally works on the Consolidated Company’s audit, or (D) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time; or

The director or an immediate family member is, or has been with the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee; or

the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Consolidated Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues.

Presiding at meetings of the Board at which the Chairman is not present;

Having the authority to call meetings of the independent directors;

Serving as a liaison between the Chairman and the other directors;

Advising the Chairman with respect to the schedule, agenda and information for Board meetings (including possessing the authority to approve the agenda and specific items of information for Board meetings);

Advising the Chairman with respect to who may report directly to the Board;

Serving as interim Chairman in the event of the death or incapacitation of the Chairman; and

Being available, as appropriate, for communication with the Company’s stockholders.

Audit fees(1)

Audit-related fees(2)

Tax fees(3)

All other fees

Total

Audit fees related to audits of financial statements, internal controls over financial reporting, reviews of quarterly financial statements and related reports and reviews of registration statements and certain periodic reports filed with the SEC. Out of the total audit fees, approximately $0 and $145 for 2015 and 2014, respectively, represent an allocation of Ernst & Young fees from Time Warner Inc. to the Company.

Audit-related fees related primarily to employee benefit plan audits and service auditor’s examination in 2015 and agreed-upon procedures related to evaluating the completeness, accuracy and consistency of the Company’s XBRL-tagged data in 2014.

Tax fees related primarily to international tax return preparation and compliance services in 2015 and 2014.

The 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 2016.

Joseph A. Ripp – Chairman and Chief Executive Officer

Jeffrey J. Bairstow – Executive Vice President and Chief Financial Officer

Norman Pearlstine – Executive Vice President and Chief Content Officer

Evelyn Webster – Executive Vice President

Mark P. Ford – Executive Vice President, Global Advertising

Attract superior talent who are critical to the transformation of our business and the achievement of the revenue crossover necessary to drive stockholder value. By offering market competitive pay and an exciting opportunity to help transform the Company, we attracted the following new leaders in 2015:

Richard Battista, EVP, President, Entertainment & Sports Group and Video—leading our People and Entertainment Weekly brands and, beginning in 2016, our Sports Illustrated and video efforts as well;

Erik Moreno, EVP, Business Development—charged with sourcing and championing opportunities like our recently completed Viant transaction; and

Jennifer Wong, EVP, President, Digital—spearheading our digital initiatives, and bringing critical experience to grow our digital business by leveraging our strong brands and audience engagement.

Foster a pay for performance culture that aligns executive pay with stockholder interests, as reflected in our:

Annual Incentive Payments, which were paid out below target levels in 2015 because they are directly aligned to our financial results; and

Equity Award Values, with “realizable” value consistent with returns experienced by our stockholders.

2014

Spinoff Year

•    Equity awards granted immediately after the Spinoff mitigate, in part, the absence of equity awards in earlier years

•    “Replacement” equity awards granted to satisfy contractual obligations to Time Warner

•    One-half of the equity award values to executive officers granted in the form of stock options, tying compensation directly to stock price performance

•    Compensation Committee begins to consider performance metrics that would be indicative of the Company’s successful transformation

•    Executives received no equity awards from Time Warner in 2013 or 2014, a departure from historical practice

•    Strategic operational goals critical to our transformation were introduced by our Chairman and Chief Executive Officer Mr. Ripp and incorporated into our annual incentive plan

•    Employee Matters Agreement with Time Warner required replacement equity grants for forfeited Time Warner equity

2015

Transitional
Year

•    Previous year’s strategic operational goals in the annual incentive plan carried forward to 2015

•    Executive officers again granted one-half of regular cycle equity award value in the form of stock options

•    At least one-half of the compensation of our executive officers is directly tied to the Company’s financial and stock price performance

•    Compensation Committee approved compensation packages for key executive hires

•    Compensation Committee continued to consider performance metrics that would be indicative of the Company’s successful transformation

•    Strategic and operational goals becoming institutionalized as guideposts for the Company’s transformation; and the Company began executing on its long range plan

•    Consistency in compensation programs promoted workforce stability in an otherwise dynamic environment

•    Limited operational history (only nine months from the Spinoff at the time compensation decisions were made) continued to hamper establishment of a multi-year performance plan

2016

Transformational Year

•    Adopted Long-Term Outperformance Program (See below)

•    Approved incentive programs follow 2015 program design for one more year with a particular focus on six pillars of “revenue crossover” (i.e., focus areas with the potential for high impact in our transformation and to stockholder value)

•    Adopted Inducement Award Plan to be able to continue to attract key talent

•    Strategic and operational goals have enhanced our focus on six pillars to “revenue crossover”

•    Cost and efficiency initiatives are on track

•    Committee emphasized performance-based pay through long-term performance share plan and determined that sustained stock price growth (to be measured in March 2018) is the performance metric indicative of the Company’s successful transformation

Our references to shareholder value in this paragraph refer to the increase in market capitalization of the Company from the adoption of the Outperformance Plan to March 15, 2018 plus the value of all dividends expected to be paid during such period, in each case based on approximately 110 million shares outstanding prior to the adoption of the Outperformance Plan.

•    New Products and Adjacent Revenue Streams:

In the U.S.,

•    We continue to expand our existing participation in the creation of custom content and native solutions.

•    We established the Foundry in Brooklyn, which launched The Drive, a new vertical aimed at auto enthusiasts.

•    We acquired three youth-focused sports companies and formed SI Play to focus on applications for the youth sports market.

•    We acquired inVNT LLC, an events company to expand our experiential live media business.

•    We acquired FanSided, expanding the Sports Illustrated franchise, and HelloGiggles, a mobile and social-first millennial women’s lifestyle site that extends the reach of our entertainment network—People and Entertainment Weekly—as well as xoJane.

•    We continued to invest in our data initiatives, including hiring a team of data scientists who are working to help us better connect our customers with their passions and allow us to offer our advertisers a more targeted audience and feedback about their offerings.

In the U.K.,

•    We acquired UK Cycling Events and International Craft & Hobby Fair Events Company, expanding our connection with our customers who are passionate about these matters.

•    We launched Equo, an online equestrian event system, expanding the Horse & Hound franchise, and theROOMedit.com, an interior design tool, extending our positions in the home category. We also developed POWDER, a personalized beauty advice website, which launched in early 2016.

•    Pricing and Partnerships: We rolled out paid content strategies at Entertainment Weekly, Health, Real Simple and Time and also began experimenting with new content distribution channels, beginning with new partnerships with Apple and Facebook.

•    Increased Audience: We have grown our global multi-platform unique visitors to 158 million in 2015, up 20% year over year. We also increased our social media footprint by 43% to 189 million as of December 31, 2015. Over the past two years, we’ve increased our monthly domestic unique visitors from 65 million to 119 million as of December 31, 2015. We have also made across-the-board gains in viewership, reach and engagement.

•    More Videos: Our new video capabilities (described in the chart below in Drive Business Transformation—New Real Estate Profile) have more than tripled our live video production capabilities. Our increased capacity helps us satisfy the demand we are seeing for video in the marketplace. In 2015, we had extraordinary success in video with premium CPMs and triple-digit year-over-year revenue growth. Our video streams increased approximately 100% year over year. Our original video production grew to about 23,000 segments in 2015, up from roughly 8,000 in 2014. We also increased our distribution, in part due to new partnerships with Hulu, Yahoo and Zealot Networks.

•    More Revenues: We increased digital advertising revenues year over year by 11% in part due to our adoption of a more ROI-focused approach to ad placements, registration and content creation.

•    New Leadership: We hired proven digital industry leader Jennifer Wong, who started in January 2016, to take our efforts to the next level.

•    High Quality: Our journalism has been recognized with 140 awards this year. Highlights of our coverage include:

•    Time’s coverage of Donald Trump and the attacks in Paris

•    Fortune’s in-depth investigative report on the Sony hacking scandal

•    Sports Illustrated’s exclusive interview with Michael Phelps

•    Entertainment Weekly’s 32-page package devoted to the new Star Wars movie

•    Cooking Light’s Michelle Obama cover issue

•    Country Life’s Prince of Wales-edited issue

•    Market Share: People’s magazine’s overall market share of celebrity news has continued to rise and achieved its highest annual market share of the celebrity newsstand category in 2015. Though subscriptions continue to decline, we continue to have a large base of high-value, loyal subscribers with high and stable renewal rates. While print advertising revenue continued to decline, our share of print advertising revenues relative to the industry continues to grow.

•    New and Improved Systems and Tools: We deployed and improved numerous systems and tools including Salesforce Marketing Cloud (allowing us to engage more meaningfully with our customers), PeopleSoft Financials in the U.K. (allowing us to further leverage our global enterprise resource planning system), Microsoft 360 (fostering cloud-based collaboration) and Workday (a global HRIS system facilitating a holistic look at our talent).

•    New Real Estate Profile: We executed 10 office moves, including a historic move of our NYC headquarters from our office space in Rockefeller Center (where we had approximately 1,840 individual offices on over 24 floors) to modern office space at 225 Liberty Street (where we have adopted open floor plans and collaborative work space over six floors and now only have approximately 185 individual offices). Another feature of the space at 225 Liberty Street is our four new video studios. These studios have retractable airwalls that allow them to be combined and are wired to broadcast live. We also have a test kitchen at our new headquarters that is wired for video. Together with our new space in Birmingham, Alabama, we have more than tripled our live video production capability.

•    We also sold the Blue Fin building in London, and we leased back certain space for our U.K. headquarters. The Blue Fin sale made available cash which we are using to invest in our business, provide capital returns to our stockholders, repay debt and make strategic acquisitions and investments.

•    New Test Kitchens: We formed Time Inc. Food Studio, a sophisticated food studio complex in the United States, and created a new test kitchen and food hub across several of the U.K.’s lifestyle brands.

•    Development and Rollout of Alignment Philosophies: Building on employee survey feedback, we convened two leadership meetings in 2015 from which we developed and rolled out key alignment philosophies to all employees in a series of large and small group meetings. Our Mission, Vision, Strategy, Values and Expected Behaviors and “Brand Manifesto”, which help to inform our decisions and interactions, were communicated to all employees.

•    Key Talent: We continue to be successful in attracting and retaining high caliber talent who bring tremendous energy to the work around our transformation, including the three new senior executive hires referenced in the Introduction above.

Total Direct

Compensation

$1,100,000

50% of the equity award value was issued in the form of nonqualified stock options (with the value converted to a number of options using a Black Scholes valuation methodology) and 50% as RSUs (with the value converted to a number of RSUs based on the closing price of our common stock on the grant date).

Strategic

Operational
Component (30%)

Financial Component

Based on 72.4%

(70%)

Mr. Ripp’s target bonus was weighted based on his prorated base salary reflecting the salary increase in February 2015 ($189,041 for January 1 through February 15^, $1,442,055 for February 16 through December 31).

ü

Consider Pay Holistically and In Context — NEO compensation decisions are made holistically with due consideration of the level, criticality and scope of the role in our Company and informed by internal and external sources, including a market assessment of our comparator peer group and tally sheets showing the impact of various decisions under various termination scenarios.

Target Pay Percentiles — We do not target any percentile of pay for any of our compensation elements, but rather remain flexible to adjust the compensation mix to attract, motivate and retain the talent we need to achieve our business objectives.

ü

Pay for Performance — A significant percentage of targeted annual compensation is delivered in the form of variable compensation that is connected to actual performance. For 2015, variable compensation comprised approximately 82% of the targeted annual compensation for our CEO and, on average, 65% of the targeted annual compensation for our other NEOs.

Provide Excessive Perquisites — We provide limited executive perquisites.

ü

Link Performance Metrics to Strategy —The financial metrics under our annual incentive plan is linked to our annual operating budget. The strategic operational metrics under our annual incentive plan are the guideposts to our transition to a growing and vibrant cross-platform media business.

Allow Hedging or Pledging — We do not permit executive officers (or directors) to hedge or pledge our stock (or other securities).

ü

Require Double Trigger for Change in Control Severance — No payment or vesting is triggered solely by the occurrence of a change in control. We require termination of employment in addition to a change in control for accelerated equity vesting.

Provide Change in Control Gross Ups —We do not provide excise tax gross-ups in connection with a change in control.

ü

Adhere to Stock Ownership Guidelines —Our NEOs are required to hold stock equal to a multiple of his/her base salary (CEO, 5X; CFO, 2X; EVPs, 1X). NEOs must retain 50% of the net after tax shares received from equity awards until the required multiple is achieved)

Allow Repricing of Option-Type Awards Without Stockholder Approval — We do not permit underwater stock options, stock appreciation rights or other “option-type” awards to be repriced without stockholder approval.

ü

Condition Incentives on Clawback —Under our clawback policy, our equity and incentive awards are conditioned upon our right to recover from any grantee the award itself and any profits or earnings from such awards, including, without limitation, profits from the sale of stock issued pursuant to an award to the extent required by applicable law.

ü

Retain an Independent Compensation Consultant — The Compensation Committee benefits from the utilization of an independent compensation consultant.

Executive Compensation Philosophy

The Company’s executive compensation philosophy strives to attract, motivate, and retain executives while aligning stockholder interests with executive leadership action through performance-based compensation.

Annual incentives include performance objectives linked directly to the Company’s business strategy, and long-term incentives that align executives with stockholders’ interests by tying rewards to longer term total stockholder return and/or company performance metrics.

In the course of determining compensation levels, the Company reviews market data that reflect the diverse and competitive landscape. Peer group data is examined, and is supplemented with broader media industry and general industry perspectives to inform market practices.

The Company always reviews median data and positions executives at, above or below the median based on a number of factors, including, but not limited to, the following:

-  Similarities and differences between the Company and the market in terms of organization structure, reporting relationships, and the scope of each executive’s role and responsibilities;

-  Criticalityof the role for the Company, including the necessity of attracting and retaining talent to Time Inc. in the current environment;

-  Company,business unit (as applicable), and individual performance; and

-  Experienceand tenure of each executive.

Includes fees for certain work performed in the United Kingdom and India, which are converted into U.S. dollars using the average exchange rate for the period of time such work was performed of 1 GBP to 1.53 USD and 1 INR to 0.015 USD, respectively.

AMC Networks Inc.

AOL Inc. Net S/w & Svcs¹

Cablevision Systems Corporation²

Discovery Communications, Inc.

Gannett Co., Inc.³

IAC/InterActiveCorp

iHeartMedia, Inc.

John Wiley & Sons Inc.

Lions Gate Entertainment Corp.

Meredith Corporation

News Corporation

Pearson plc

Reed Elsevier plc

Scholastic Corporation

Scripps Networks Interactive, Inc.

Sinclair Broadcast Group, Inc.

Starz Media
The Hearst Corporation
The Interpublic Group of
Companies, Inc.

The New York Times Company

Thomson Reuters Corporation

Tribune Publishing Company

AOL was acquired by Verizon Communications Inc. in June 2015.

Cablevision is currently being acquired by Altice N.V.

As a result of a spinoff, the original Gannett Co., Inc. is now called Tegna Inc. Gannett Co., Inc. now refers only to the spun-off publishing business.

AMC Networks Inc.

Cablevision Systems Corporation

Discovery Communications, Inc.

Gannett Co., Inc.

IAC/InterActiveCorp

iHeartMedia, Inc.

John Wiley & Sons Inc.

Lions Gate Entertainment Corp.

Meredith Corporation

News Corporation

Pearson plc

Reed Elsevier plc

Scholastic Corporation

Scripps Networks Interactive, Inc.

Sinclair Broadcast Group, Inc.

Starz Media

Tegna Inc.

The Hearst Corporation

The Interpublic Group of
Companies, Inc.

The New York Times Company
Thomson Reuters Corporation
Tribune Publishing Company

•      Attracts and retains NEOs capable of leading our company in the dynamic and competitive business environment in which we operate

•      Base salaries are informed by survey market data but not targeted to any particular percentile; other factors such as internal comparators are also considered

•      NEO base salaries are reviewed annually

•      Provides NEOs the opportunity to earn annual cash incentive compensation based on performance, a typical part of a market competitive compensation package

•      Metric selection aligned with business strategy and priorities. The metrics are used to evaluate our financial performance internally and externally, thereby promoting alignment with stockholders.

•      Designed to provide deductible qualified performance-based compensation

•      Programs collectively measure performance against financial metrics (adjusted pre-tax operating income, adjusted operating income before depreciation and amortization and adjusted free cash flow) and strategic operational metrics

•      Rewards are tied to, and dependent upon, long-term value creation, and are designed to align the interests of the NEOs with stockholders

•      RSUs and stock options vest 25% per year on each of the first four anniversaries of the grant date

•      Two vehicle equity award structure (RSUs and stock options) designed to provide a balanced incentive to our NEO’s to focus on stock price performance

•      Intended to foster employee engagement and goodwill by providing meaningful recognition for significant achievements

•      Award value and vehicles determined in the sole discretion of the Compensation Committee

Annual Base Salary

(as of December 31, 2015)

Current Base Salary

(as of March 31, 2016)

Joseph A. Ripp

Chairman and Chief Executive Officer

Jeffrey J. Bairstow

Executive Vice President and Chief

Financial Officer

Norman Pearlstine

Executive Vice President and Chief

Content Officer

Evelyn Webster

Executive Vice President

Mark P. Ford

Executive Vice President, Global

Advertising

Target Bonus %⁽¹⁾

(as of December 31, 2015)

Current

Target Bonus Percentage

(as of March 31, 2016)

Joseph A. Ripp

Chairman and

Chief Executive Officer

Jeffrey J. Bairstow

Executive Vice President and Chief Financial Officer

Norman Pearlstine

Executive Vice President and

Chief Content Officer

Evelyn Webster

Executive Vice President

Mark P. Ford

Executive Vice President, Global Advertising

⁽¹⁾    Mr. Ripp’s target bonus was weighted based on his prorated base salary reflecting the salary increase in February 2015 ($189,041 for January 1 through February 15^, $1,442,055 for February 16 through December 31).

       Mr. Bairstow’s target bonus was weighted based on his prorated base salary reflecting the salary and target bonus increase in February 2015 ($100,822 for January 1 through February 15^, $786,575 for February 16 through December 31).

       Mr. Pearlstine’s target bonus was weighted based on his prorated base salary reflecting the salary increase in February 2015 ($113,425 for January 1 through February 15^, $810,173 for February 16 through December 31).

       Ms. Webster’s target bonus was weighted based on her prorated base salary reflecting the salary and target bonus increase in February 2015 ($75,616 for January 1 through February 15^, $721,028 for February 16 through December 31).

       Mr. Ford’s target bonus was weighted based on his prorated base salary reflecting the salary and target bonus increase in February 2015 ($69,945 for January 1 through February 15^, $504,719 for February 16 through December 31).            

⁽²⁾    For 2016, Mr. Ford’s target bonus was determined by the Committee as a dollar amount. The calculated percentage is shown for consistency.

Financial Measures

Adjusted OIBDA

Adjusted Free Cash Flow

Payouts are determined by interpolation if performance is between any of the levels shown.

Represents the threshold level of performance needed to earn the financial performance component of the 2015 AIP. Established at 80% of target. Achievement of performance below this level would not result in a payout of the financial performance component of 2015 AIP.

Represents the maximum payout under the 2015 AIP. Established at 115% of target. Achievement of performance above this level would not result in a greater payout of the financial performance component of 2015 AIP.

Actual

($ millions)

Positive Adjusted Pre-Tax Operating Income

Target

($ millions)

Actual

($ millions)

Adjusted OIBDA (85%)

Adjusted Free Cash Flow (15%)

Weighted Rating

Strategic

Operational
Component

(30%)

Financial
Component

Based on 72.4%

(70%)

Joseph A. Ripp,

Chairman and Chief Executive Officer

Jeffrey J. Bairstow,

Executive Vice President and Chief Financial Officer

Norman Pearlstine,

Executive Vice President and Chief Content Officer

Evelyn Webster,

Executive Vice President

Mark P. Ford,

Executive Vice President, Global Advertising

 2015 LTI Target 

Award Value

 Total 2015 Equity 

Award Value

 2016 LTI Target 

Awards Values

Joseph A. Ripp

Chairman and Chief Executive

Officer

Jeffrey J. Bairstow

Executive Vice President and

Chief Financial Officer

Norman Pearlstine

Executive Vice President and

Chief Content Officer

Evelyn Webster

Executive Vice President

Mark P. Ford

Executive Vice President, Global

Advertising

Joseph A. Ripp

Chairman and Chief Executive Officer

Jeffrey J. Bairstow

Executive Vice President and Chief Financial Officer

Norman Pearlstine

Executive Vice President and Chief Content Officer

Evelyn Webster

Executive Vice President

Mark P. Ford

Executive Vice President, Global Advertising

Joseph A. Ripp

Chairman and Chief Executive Officer

Life Insurance:    $50,000 per year which can be used by Mr. Ripp to purchase life insurance coverage

Supplemental Savings Plan:    Though Mr. Ripp did not defer contributions into this plan in 2015, and thus received no 2015 matching allocation, Mr. Ripp continues to participate in this plan with respect to prior years’ deferrals. See description of the plan below.

CEO Co-Pilot Reimbursement:    $125,187 See description below.

Legacy Arrangements:    See description below.

Jeffrey J. Bairstow

Executive Vice President and Chief Financial Officer

Life Insurance:    $15,552 representing two times the 2015 premium for $2,000,000 life insurance coverage under a standard group universal life insurance policy, which can be used by Mr. Bairstow to purchase such coverage.

Supplemental Savings Plan:    $11,750 matching allocation. See description of the plan below.

Norman Pearlstine

Executive Vice President and Chief Content Officer

Legacy Arrangements:    See description below.

Supplemental Savings Plan:    $11,750 matching allocation. See description of the plan below.

Evelyn Webster

Executive Vice President

Tax Advisory Services:    In 2010, we began providing Ms. Webster with tax advisory services in connection with her relocation to the United States from our UK offices. In October 2014, we determined to continue to provide Ms. Webster with US and UK tax advice for the remainder of Ms. Webster’s period of employment with Time Inc., and for one additional year thereafter, at a cost of approximately $14,750 per year. We believe we benefit by helping Ms. Webster minimize the distractions associated with managing the international tax complexity related to her employment with us, leaving her better able to focus on her responsibilities for us.

Mark P. Ford

Executive Vice President, Global Advertising

Supplemental Savings Plan:    $11,750 matching allocation. See description of the plan below.

Country Club Membership Dues:    $13,531. Consistent with longstanding practice, we reimburse Mr. Ford for the membership dues at his country club.

Legacy Arrangements:    See description below.

Mr. Ripp participates in the Time Inc. Deferred Compensation Plan, a frozen non-qualified plan that was established effective January 1, 2014 as a continuation of the Time Warner Deferred Compensation Plan for certain Time Inc. participants. Mr. Ripp’s balance under that plan relates to his prior employment with Time Inc. For more information about this plan, see “2015 Nonqualified Deferred Compensation—Time Inc. Deferred Compensation Plan.”    

Messrs. Ripp, Pearlstine and Ford are each participants of a broad-based defined benefit pension plan sponsored by Time Warner Inc. by virtue of their pre-Spinoff service with us. That plan was closed to new hires and employees with less than one year of service after June 30, 2010, and amended effective December 31, 2013, to freeze “average annual compensation” so that the benefit under the applicable plan could not grow due to any future pay increases after that date.

Messrs. Ripp, Pearlstine and Ford were also each eligible to receive a distribution of their accrued benefit under the terminated Time Inc. Excess Benefit Pension Plan (the “Time Inc. Excess Plan”). The Time Inc. Excess Plan was a frozen deferred compensation plan established on the date of the Spinoff for certain Time Inc. participants, including Messrs. Ripp, Pearlstine and Ford, as a continuation of the Time Warner Excess Benefit Pension Plan (which had been amended to freeze participation and freeze “average annual compensation” at the same time the Time Warner Pension Plan was amended). Shortly following its adoption, we terminated the Time Inc. Excess Plan so that we could resolve all liabilities thereunder. Distribution of plan benefits to the Time Inc. Excess Plan participants (including to Messrs. Ripp, Pearlstine and Ford) were made in July 2015. For more information about this plan, see “2015 Pension Benefits—Time Inc. Excess Benefit Pension Plan”.    

Mr. Pearlstine has an individual deferred compensation arrangement the assets of which are held in a rabbi trust that was established in connection with his prior period of employment with Time Inc. See “2015 Nonqualified Deferred Compensation—Pearlstine Deferred Compensation Arrangement”.

Name and Principal
Position

For 2013, the amounts reflect the portion of the $1 million, $800,000 and $900,000 base salaries earned by Messrs. Ripp, Bairstow and Pearlstine, respectively, earned in 2013 after they joined us on September 3, 2013, September 3, 2013 and October 31, 2013, respectively.

For 2015, the amounts reflect the portion of each NEO’s 2015 AIP payouts attributable to their individual performance against strategic operational goals plus, for Mr. Bairstow, a discretionary bonus of $350,000 recognizing his work on the sale of the Blue Fin building. For 2014, the amounts reflect the portion of each NEO’s 2014 AIP payouts attributable to their individual performance against strategic operational goals plus, for Messrs. Ripp and Bairstow, a Spinoff-related bonus of $650,000 and $350,000, respectively. With respect to Mr. Ripp, the 2013 amount reflects the portion of his 2013 bonus that was guaranteed pursuant to his employment agreement ($750,000) and a discretionary $150,000 increase in the final bonus. With respect to Mr. Bairstow and Ms. Webster, the 2013 amount reflects the portion of their 2013 AIP payouts attributable to their individual performance, plus, for Mr. Bairstow, a make whole bonus of $500,000 paid to him in connection with the commencement of his employment. For Mr. Pearlstine, the 2013 amount represents a make whole bonus of $1,400,000 paid to him in connection with the commencement of his employment.

The amounts set forth in the Stock Awards column for 2015 represent the grant date fair value of RSU awards granted by Time Inc. under the 2014 Omnibus Plan on February 13, 2015 as part of our long-term incentive compensation program and, in the case of Messrs. Bairstow, Pearlstine and Ford and Ms. Webster, a supplemental award of RSUs, in each case calculated in accordance with FASB ASC Topic 718 based on the assumption that the value of each RSU was equal to the closing sale price of one share of Time Inc. common stock reported on the NYSE Composite Tape on the date of grant, discounted to exclude the estimated dividend yield during the vesting period.

The amounts set forth in the Stock Awards column for 2014 represent the grant date fair value of RSU awards granted by Time Inc. under our long term incentive compensation program on June 23, 2014, calculated in accordance with FASB ASC Topic 718 based on the assumption that the value of each RSU was equal to the closing sale price of one share of Time Inc. common stock reported on the NYSE Composite Tape on the date of grant, discounted to exclude the estimated dividend yield during the vesting period. The table does not include a grant of 45,723 RSUs to Ms. Webster on June 9, 2014 pursuant to the terms of the Employee Matters Agreement with Time Warner in replacement of Time Warner equity awards that terminated upon the Spinoff, since the awards thereby replaced were granted prior to 2014. The grant date value of the replacement RSUs, calculated in accordance with FASB ASC Topic 718 based on the assumption that the value of each RSU was equal to the closing sale price of one share of Time Inc. common stock reported on the NYSE Composite Tape on the date of grant (without discounting for estimated dividend yield because this ward provides for dividend equivalent rights) was $1,065,346.

The amounts for 2013 represent the aggregate grant date fair value of make-whole RSU awards granted to each of Messrs. Ripp and Bairstow by Time Warner in connection with their employment by us, calculated in accordance with FASB ASC Topic 718 based on the assumption that the value of each RSU was equal to the closing sale price of one share of Time Warner Inc. common stock reported on the NYSE Composite Tape on the date of grant (without discounting for the estimated dividend yield since these awards provide for dividend equivalent rights). On the Spinoff, these Time Warner awards were converted in accordance with their terms into awards in respect of Time Inc. common stock by multiplying the number of RSUs by a share adjustment ratio the numerator of which was the regular-way trading closing price of Time Warner common stock on June 6, 2014, and the denominator of which was the “when issued” trading closing price of the Time common stock reported on June 6, 2014.

The amounts set forth in the Option Awards column for 2015 represent stock options awarded under our long-term incentive compensation program on February 13, 2015. The aggregate grant date fair value of these options was determined using the Black-Scholes option pricing model based on the following assumptions: an expected volatility of 27.22%, an expected term to exercise of 5.28 years from the date of grant, a risk-free interest rate of 1.69% and a dividend yield of 3.06%.

The amounts set forth in the Option Awards column for 2014 represent stock options awarded under our long-term incentive compensation program on June 23, 2014. The aggregate grant date fair value of these options was determined using the Black-Scholes option pricing model based on the following assumptions: an expected volatility of 28.27%, an expected term to exercise of 5.28 years from the date of grant, a risk-free interest rate of 1.88% and a dividend yield of 3%.

The amounts for 2013 represent the aggregate grant date fair value for make whole stock options granted to Messrs. Ripp and Bairstow by Time Warner in connection with the commencement of their employment by us calculated using the Black-Scholes option pricing model based on the following assumptions: an expected volatility of 27.12% (Ripp) or 26.54% (Bairstow), an expected term to exercise from the Spinoff date of 4.88 years (Ripp) or 4.39 years (Bairstow), a risk-free interest rate of 1.64% (Ripp) or 1.46% (Bairstow), and a dividend yield of 3%. On the Spinoff, the options were converted in accordance with their terms into options on a number of shares of Time Inc. common stock equal to the number of shares of Time Warner common stock for which they were exercisable, multiplied by a share adjustment ratio the numerator of which was the regular-way trading closing price of Time Warner common stock on June 6, 2014, and the denominator of which was the “when issued” trading closing price of the Time Inc. common stock on June 6, 2014. The per share exercise price for the converted make whole options is the per share exercise price of the original Time Warner option, divided by the share adjustment ratio.

For 2015 and 2014, the amounts reflect the portion of each NEO’s 2015 AIP and 2014 AIP payouts, respectively attributable to our performance against financial goals. For 2013, the amounts reflect the portion of each NEO’s 2013 AIP payout attributable to our performance against our financial goals, offset in the case of Mr. Ripp by the amount of his guaranteed bonus.

The aggregate annual change in the actuarial present value of accumulated pension benefits in 2015 were negative for Messrs. Ripp (negative $5,871 under the Time Inc. Excess Plan and negative $9,015 under the Time Warner Pension Plan), Pearlstine (negative $4,014 under the Time Inc. Excess Plan and positive $1,478 under the Time Warner Pension Plan) and Ford (positive $12,631 under the Time Inc. Excess Plan and negative $57,110 under the Time Warner Pension Plan). Time Inc. is no longer affiliated with Time Warner Inc. and is no longer liable for obligations related to the Time Warner Pension Plan.

The aggregate annual change in the actuarial present value of the accumulated pension benefits in 2014 for Messrs. Ripp and Pearlstine represents the sum of their benefits under the Time Warner Pension Plan (Mr. Ripp: $106,368, Mr. Pearlstine: $22,207) and the Time Inc. Excess Plan (Mr. Ripp: $74,806, Mr. Pearlstine: $29,101). The table reflects the pension value change for all of 2014. However, effective June 6, 2014, we were no longer affiliated with Time Warner. The present value of accrued benefits under the Time Inc. Excess Plan as of 12/31/2014 were calculated using the assumptions for the lump sum payment made in 2015 in connection with the termination of the Time Inc. Excess Plan.

The aggregate annual change in the actuarial present value of each of Messrs. Ripp’s and Pearlstine’s accumulated pension benefits was negative for 2013 (negative $69,510 for Ripp and negative $28,058 for Pearlstine). The amount set forth with respect to Mr. Pearlstine for 2013 represents the distributions that he received from the Time Warner Pension Plan, the Time Warner Excess Benefit Plan prior to rejoining us (at which time such distributions were discontinued), and the Pearlstine Deferred Compensation Arrangement.

The amounts set forth respect to Ms. Webster represent the aggregate annual change in the actuarial present value of her accumulated pension benefit under the IPC Media Pension Scheme, a frozen pension plan of our UK subsidiary. Benefits in this plan are paid in British pounds. The 2015, 2014 and 2013 amounts shown with respect to Ms. Webster were converted to US dollars based on a British pound to US dollar exchange rate of 1.4738, 1.5579 and 1.6557, respectively.

The amounts shown in the All Other Compensation column for 2015 include the following:

Name

Joseph A. Ripp

Jeffrey J. Bairstow

Norman Pearlstine

Evelyn Webster

Mark P. Ford

Represents matching contributions under the Time Inc. Savings Plan, a broad-based qualified 401(k) benefit plan, under which we match 100% of the first 4% of eligible compensation deferred and 50% of the next 2% eligible compensation deferred, subject to IRS limits.

Represents matching contributions under the Time Inc. Supplemental Savings Plan. Under the Time Inc. Supplemental Savings Plan, we match 100% of the first 4% of amounts of the compensation in excess of the IRS 401(k) compensation limit up to $500,000 (such amount, “additional deferral compensation”) and 50% of the next 2% of such additional deferral compensation deferred.

Represents cash payments intended to allow Messrs. Ripp and Bairstow to purchase life insurance coverage.

For Mr. Ripp, reflects the cost of the services of a professional co-pilot for personal flights taken by Mr. Ripp on his personally-owned aircraft. Although Mr. Ripp is an experienced pilot, at the Board of Directors’ request Mr. Ripp agreed to use the services of a professional pilot due to safety concerns. The cost of these services for 2015 was $60,628, which includes reimbursement of expenses for the use of Mr. Ripp’s aircraft for “deadhead” (i.e., no-passenger) flights that the pilot took on the aircraft in order to return to his/her home base in between flights and then to return to pick up Mr. Ripp. Such reimbursed expenses comprise fuel costs and airport fees and a pro rata portion of the reserve for the periodic overhaul of the aircraft’s engine. The amount in this column also includes $64,559 that we paid Mr. Ripp in 2015 to reimburse him on an after-tax basis for the income imputed to him in respect of the aforementioned professional pilot services and related expenses.

For Ms. Webster, reflects the cost of tax advisory services provided to her by the Company.

For Mr. Ford, reflects the reimbursement of country club membership dues.

Name

Joseph A. Ripp

Jeffrey J. Bairstow

Norman Pearlstine