Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                  Filed by a Party other than the Registrant  ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

Table of Contents

May 16, 2017

Dear Fellow Stockholders:

Please join us at Time Inc.’s Annual Meeting of Stockholders on Thursday, June 29, 2017, at 9:00 a.m., Eastern Daylight Time, at our headquarters at 225 Liberty Street, New York, New York, 10281.

We are furnishing our proxy materials to stockholders primarily over the Internet. On or about Wednesday, May 17, 2017, we will begin mailing stockholders of record at the close of business on May 2, 2017 a Notice of Internet Availability of Proxy Materials. The Notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. As more fully described in that Notice, a stockholder may instead choose to request paper copies of the proxy materials.

Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting.

Whether or not you are able to attend the Annual Meeting in person, it is important that your shares be represented. Please vote your shares using the Internet or the designated toll-free telephone number, or by requesting a printed copy of the proxy materials and completing and returning by mail the proxy card you will receive in response to your request.

As you will see in the Proxy Statement, Joe Ripp and Sir Howard Stringer are not standing for re-election at the Annual Meeting. We want to express our appreciation to Joe and Howard for their contributions to our Company and our Board.

Thank you for your continued support of Time Inc.

Sincerely,

Richard Battista

President and Chief Executive Officer

Table of Contents

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE VOTE AS PROMPTLY AS POSSIBLE. THIS IS IMPORTANT FOR THE PURPOSE OF ENSURING A QUORUM AT THE MEETING.

By Order of the Board of Directors,

Lauren Ezrol Klein

Executive Vice President, General Counsel and Corporate Secretary

This Notice of Annual Meeting and Proxy Statement

are being distributed to stockholders beginning on or about May 17, 2017.

Table of Contents

Table of Contents

Table of Contents

Table of Contents

225 Liberty Street

New York, New York 10281

PROXY STATEMENT

Annual Meeting of Stockholders

June 29, 2017

9:00 a.m., Eastern Daylight Time

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be held on June 29, 2017

Our Proxy Statement and Annual Report on Form 10-K are available at

www.proxyvote.com

The following proxy materials are available for you to review at www.proxyvote.com:

Attending the Annual Meeting of Stockholders

Table of Contents

General Information

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Proposal No. 1:

Election of Directors

The Board, upon recommendation of the Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”), unanimously nominated the ten director nominees listed below for election to the Board at the Annual Meeting. Each of the ten nominees currently serves as a member of the Board, except for Mr. Rosensweig. Directors elected at the Annual Meeting will be elected to hold office until the 2018 Annual Meeting of Stockholders or until their successors are duly elected and qualified. Unless otherwise instructed, the proxyholders intend to vote the proxies held by them for the election of the ten director nominees named below. The proxies cannot be voted for more than ten candidates for director. If any of the ten director nominees is unable or unwilling to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), the proxyholders may vote for a substitute nominee chosen by the present Board to fill the vacancy. In the alternative, the proxyholders may vote just for the remaining nominees, leaving a vacancy that may be filled at a later date by the Board. Alternatively, the Board may reduce the size of the Board. Set forth below are the principal occupations, business experience, qualifications, public company directorships and certain other information for each of the ten director nominees. Mr. Joseph A. Ripp, our Executive Chairman, and Sir Howard Stringer, a director, are not standing for re-election at the Annual Meeting. As a result, effective at the Annual Meeting and upon Mr. Rosensweig’s election by the Company’s stockholders, the size of the Board will be reduced to ten. In addition, the Board has determined that, as of such time, Mr. John M. Fahey will serve as the independent, non-executive Chairman of the Board. Mr. Rosensweig will be considered “independent” consistent with the NYSE listing standards applicable to boards of directors.

Nominees for Election as Directors

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

BOARD OF DIRECTORS

Committees of the Board and Meetings

There are currently three standing committees of the Board: the Audit and Finance Committee, the Compensation Committee and the Nominating and Governance Committee (each, a “Committee”). Each Committee is comprised entirely of independent directors, consistent with the definition of “independent” under the NYSE listing standards applicable to boards of directors generally and board committees in particular. Each Committee is authorized to retain its own outside counsel and other advisors as it deems necessary or advisable.

The Board has adopted written charters for each of its standing Committees, copies of which are posted on our website at www.timeinc.com. A stockholder also may request a copy of these materials in print, without charge, by contacting our Corporate Secretary at Time Inc., 225 Liberty Street, New York, New York 10281. Each of the Audit and Finance Committee, the Compensation Committee and the Nominating and Governance Committee reviews its charter on an annual basis. Each Committee makes recommendations, as appropriate, to the full Board as a result of its charter review. In addition to the three standing Committees, the Board may approve the creation of special committees to act on behalf of the Board.

The following table summarizes the current membership of the Board and each of its standing Committees, as well as the number of times the Board and each Committee met during 2016.

Table of Contents

Each of our directors attended 75% or more of the total number of meetings of the Board held during the period in which he or she was a director and the number of meetings held by all Committees on which he or she served. Mr. Zeisser was elected to the Board on February 8, 2016. Mr. Battista was elected to the Board on September 12, 2016 and Mr. Ripp became Executive Chairman on that date.

Audit and Finance Committee

The Audit and Finance Committee is responsible for, among other things:

Table of Contents

All members of the Audit and Finance Committee are “independent,” consistent with the NYSE listing standards applicable to boards of directors in general and audit committees in particular. The Board has determined that each of Mr. Dennis FitzSimons, Ms. Betsy D. Holden and Mr. Ronald  S. Rolfe is an “audit committee financial expert” as defined in applicable SEC rules.

Audit and Finance Committee Report

Management is responsible for the preparation of the Company’s financial statements and the independent registered public accounting firm is responsible for examining those statements. In connection with the preparation of the December 31, 2016 financial statements, the Audit and Finance Committee: (1) reviewed and discussed the audited financial statements with management; (2) discussed with the independent registered public accounting firm the matters required to be discussed under generally accepted auditing standards, including Auditing Standard No. 16, “Communications with Audit Committees”; and (3) received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding such firm’s communications with the Audit and Finance Committee concerning independence, and has discussed with the independent registered public accounting firm the firm’s independence.

Based upon these reviews and discussions, the Audit and Finance Committee recommended, and the Board of Directors approved, that the Company’s audited consolidated financial statements be included in the annual report on Form 10-K for the fiscal year ended December 31, 2016 for filing with the SEC. The Audit and Finance Committee also appointed Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017, subject to the ratification of such appointment by the stockholders.

AUDIT AND FINANCE COMMITTEE

Ronald S. Rolfe (Chair)

Manuel A. Fernandez

Dennis J. FitzSimons

Betsy D. Holden

Michael Zeisser

Compensation Committee

The Compensation Committee is responsible for, among other things:

Table of Contents

All members of the Compensation Committee are “independent,” consistent with the NYSE listing standards applicable to boards of directors in general and compensation committees in particular. In addition, all members of the Compensation Committee qualify as “non-employee directors” (within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as “outside directors” (within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Tax Code”)).

Compensation Consultant

The Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In accordance with this authority, the Compensation Committee engages an independent compensation consultant to provide it with objective and expert analysis, advice and information with respect to executive compensation. Meridian Compensation Partners, LLC has served as the Compensation Committee’s independent compensation consultant. In addition to the independent compensation consultant, members of our Human Resources, Legal and Finance Departments support the Compensation Committee in its work by providing data, analysis and recommendations regarding the Company’s executive compensation practices and policies and individual pay recommendations.

For additional information on the Compensation Committee’s activities, its use of outside advisors and its consideration and determination of executive compensation, see “Executive Compensation—Compensation Discussion and Analysis” beginning on page 25 of this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

Mr. Bell, Mr. FitzSimons, Ms. Holden, Ms. Koplovitz and Sir Howard Stringer served on our Compensation Committee during 2016. None of these individuals has at any time been an officer or employee of the Company. During 2016, none of our executive officers served as a member of the board of directors or compensation committee of any entity for which a member of our Board or Compensation Committee served as an executive officer.

Table of Contents

Nominating and Governance Committee

The Nominating and Governance Committee is responsible for, among other things:

All members of the Nominating and Governance Committee are “independent,” consistent with the NYSE listing standards applicable to boards of directors.

Table of Contents

GOVERNANCE OF THE COMPANY

Our Standards of Business Conduct, our Code of Ethics for Senior Executive and Senior Financial Officers, our Corporate Governance Policy, our Committee charters and other corporate governance information are available on our website at www.timeinc.com. Any stockholder also may request them in print, without charge, by contacting our Corporate Secretary at Time Inc., 225 Liberty Street, New York, New York 10281.

Standards of Business Conduct

Our Standards of Business Conduct apply to our employees, including any employee directors. The Standards of Business Conduct establish policies pertaining to, among other things, employee conduct in the workplace, electronic communications and information security, accuracy of books, records and financial statements, securities trading, confidentiality, conflicts of interest, fairness in business practices, anti-bribery and anti-corruption laws, antitrust laws and political activities and solicitations.

The Audit and Finance Committee oversees the adherence to the Standards of Business Conduct. Our Chief Ethics and Compliance Officer is responsible for enforcing the Standards of Business Conduct and other Company compliance policies. Our Chief Ethics and Compliance Officer also assists in the communication of the Standards of Business Conduct and oversees employee education regarding its requirements, including online compliance training.

We maintain an employee help line, called the Ethics Hotline. The Ethics Hotline is the Company’s primary mechanism for receiving and acting on business conduct and ethical complaints. Through the Ethics Hotline, employees can report integrity concerns without fear of retaliation or seek guidance on business conduct matters. In some countries, local and regional differences in culture and law limit the scope and types of reports we may accept through our Ethics Hotline. We provide alternative reporting direction for employees in these countries. Employees may also report integrity concerns via mail, fax or email. With respect to complaints and concerns regarding accounting and auditing matters, employees may also report them to the Company’s Controller. If an employee makes a complaint, our Chief Ethics and Compliance Officer receives the report and then coordinates with internal and outside resources, as appropriate, to investigate reported concerns. The Chief Ethics and Compliance Officer, together with our internal auditor, are responsible for reporting to the Audit and Finance Committee inquiries and complaints we receive and any resulting investigations and corrective actions.

Code of Ethics for Senior Executive and Senior Financial Officers

Our Code of Ethics for Senior Executive and Senior Financial Officers (the “Code of Ethics”) applies to certain senior management of the Company, including individuals in the role of Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Controller and the senior-most tax executive (and others performing similar senior executive functions at the Company from time to time in the future). Among other things, the Code of Ethics mandates that the designated officers engage in and promote honest and ethical conduct, disclose to the Compliance Office any material transaction or relationship that reasonably could be expected to give rise to a conflict, protect the confidentiality of non-public information about the Company or its subsidiaries and their customers, take all reasonable measures to achieve responsible use of and control over the Company’s assets and resources, comply with all applicable governmental rules and regulations and promptly report any possible violation of the Code

Table of Contents

of Ethics. Additionally, the Code of Ethics requires that these individuals promote full, fair, accurate, timely and understandable disclosure in the Company’s publicly filed reports and other public communications and sets forth standards for accounting practices and records. We hold individuals to whom the Code of Ethics applies accountable for adherence to the Code of Ethics. Our Chief Ethics and Compliance Officer oversees and assists in the communication of the Code of Ethics.

We intend to disclose any amendments to or waivers of provisions of the Standards of Business Conduct or Code of Ethics granted to directors or executive officers by posting such information on our website.

Corporate Governance Policy

Our commitment to good corporate governance is reflected in our Corporate Governance Policy, which describes the Board’s views on a wide range of governance topics. The Corporate Governance Policy is reviewed no less frequently than annually by the Nominating and Governance Committee and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by the Board.

Significant Governance Practices

Director Nomination Process

The Nominating and Governance Committee evaluates director candidates in accordance with the director membership criteria described in our Corporate Governance Policy and our Policy Statement Regarding Director Nominations. The Nominating and Governance Committee reviews a candidate’s qualifications to serve as a member of our Board based on the skills and characteristics of the individual as well as the overall composition of our Board in light of the Company’s current and expected structure and business needs, regulatory requirements, the diversity of viewpoints represented on the Board and committee membership requirements. The Nominating and Governance Committee evaluates a candidate’s professional skills and background, experience at the policy-making level in the business, government or non-profit sectors or as a director of a widely-held public corporation, financial literacy, age, independence and past performance (in the case of incumbent candidates), along with qualities expected of all directors, including integrity, judgment, acumen, high professional and personal ethics, familiarity with our business and the time and ability to make a constructive contribution to our Board. The current nomination for election of Mr. Rosensweig to the Board resulted from a search, led by members of the Nominating and Governance Committee, to identify a potential independent candidate who also satisfied certain other criteria for Board membership discussed above. The Committee received suggestions from a variety of sources, including a third-party search firm.

The Nominating and Governance Committee will consider director candidates recommended by stockholders. The Nominating and Governance Committee considers and reviews all candidates in the same manner regardless of the source of the recommendation. Our Amended and Restated By-laws provides that any stockholder of record entitled to vote for the election of directors at the applicable meeting of stockholders may nominate persons for election to our Board, if such stockholder complies with the applicable notice procedures, which are discussed on page 94 of this Proxy Statement.

Table of Contents

Annual Meeting of Stockholders

We encourage all of our directors to attend each Annual Meeting of Stockholders. We expect that all of our director nominees will attend the Annual Meeting.

Director Independence and Independence Determinations

Under NYSE rules, a director is not independent unless the Board makes an affirmative determination to such effect. In order to determine that a director is independent, the Board must affirmatively determine that the director has no material relationship with the Company, and the director must satisfy the standards and objective tests set forth under NYSE rules.

In addition to the standards for independence established under NYSE rules, the Board has also adopted the following categorical standards in our Corporate Governance Policy, which provide that a director will not be independent if one or more of the following conditions are met:

As set forth in our Corporate Governance Policy, it is the Board’s objective that a substantial majority of the members of the Board be independent. Our Corporate Governance Policy also requires that all the members of the Audit and Finance Committee, the Compensation Committee and the Nominating and Governance Committee be independent under the NYSE listing standards. The Board has determined that each of the director nominees is independent except for Mr. Battista our President and Chief Executive Officer.

Table of Contents

Board Leadership Structure

The Company’s governing documents allow the roles of Chairman and Chief Executive Officer to be filled by the same or different individuals. The Board does not have a policy on whether the roles of Chairman and Chief Executive Officer should be separate or combined. This approach allows the Board flexibility to determine whether the two roles should be separate or combined based on the Company’s needs and the Board’s assessment of the Company’s leadership from time to time. The Nominating and Governance Committee reviews the Board’s leadership structure at least annually.

Through most of 2016, Mr. Ripp served both as our Chief Executive Officer and Chairman. We believe that this structure fostered clear accountability, effective decision-making and alignment on corporate strategy between the Board and the senior management of the Company. We also believe that this structure facilitated the flow of information to, and discussion among, members of the Board regarding the Company’s business. In September 2016, Mr. Ripp stepped down as Chief Executive Officer but continued on the Board as our Executive Chairman. At the same time, Mr. Battista assumed the position of Chief Executive Officer and was elected a member of the Board. We believe that Mr. Ripp’s service as Executive Chairman has afforded Mr. Battista the ability to focus on his new responsibilities as Chief Executive Officer with the benefit of Mr. Ripp’s guidance and support on Board-related matters.

To ensure the Board’s independence and proper functioning, the independent members of the Board elected Mr. Fahey as the Lead Independent Director with substantial oversight over the Board’s operations. Our Lead Independent Director leads meetings of the independent directors and regularly meets with the Chairman for discussion of matters arising from these meetings, calls additional meetings of the independent directors as deemed appropriate, serves as a liaison on Board-related issues among the Chairman, the Chief Executive Officer and the independent directors, and performs such other functions as the Board may direct. As described in the Company’s Corporate Governance Policy, these other functions include:

We believe that our flexible approach to Board structure fosters the successful development and implementation of business strategies, while also providing the balance of an empowered and independent Board. Rather than taking a “one-size fits all” approach to Board leadership, the Board believes it is best positioned to determine the most effective leadership structure for the Company. In keeping with that approach, in connection with Mr. Ripp’s departure from the Board, Mr. Fahey will assume the position of independent, non-executive Chairman of the Board.

Executive Sessions of Independent Directors

In 2016, the independent directors on the Board regularly met in executive sessions, without the employee directors or management present. Executive sessions of the independent directors are led by the Lead Independent Director and facilitate candid discussion of the independent directors’ viewpoints regarding the performance of management and the strategic direction of the Company.

Table of Contents

Board and Committee Evaluations

Annually, the Board and each of the Audit and Finance, Compensation and Nominating and Governance Committees evaluate and discuss their respective performances and effectiveness, as required by our Corporate Governance Policy and their respective charters. These evaluations cover a wide range of topics, including, but not limited to, the fulfillment of the Board and Committee responsibilities identified in the Corporate Governance Policy and Committee charters.

Communications with the Board of Directors

Stockholders and other interested parties who wish to communicate with our Board, any of the Committees or any of the individual non-employee directors may do so by sending a letter to the intended recipient, in the care of our Corporate Secretary, at Time Inc., 225 Liberty Street, New York, New York 10281. Such correspondence will be relayed to the appropriate director or directors as appropriate. Stockholders may communicate with Mr. Battista or Mr. Ripp (until the Annual Meeting), the Board’s employee-directors, by sending a letter addressed to such individuals at Time Inc., 225 Liberty Street, New York, New York 10281.

Oversight of Risk Management

The Board has overall responsibility for risk oversight with a focus on the most significant risks facing the Company. The Board carries out its risk oversight responsibilities in large part through the Audit and Finance Committee, which is responsible for oversight of the Company’s risk management policies and procedures. The Company is exposed to a number of risks including financial risks, strategic and operational risks and risks relating to regulatory and legal compliance. The Audit and Finance Committee discusses with management the Company’s major risk exposures and the steps management has taken to monitor and control such exposures, including the guidelines and policies to govern the process by which risk assessment and risk management are undertaken. The Audit and Finance Committee meets regularly with the Company’s internal auditor and independent registered public accounting firm to discuss risk management and other related issues. The Audit and Finance Committee reports to the Board on a regular basis to apprise Board members of the Company’s risk management efforts.

In addition, the Compensation Committee discusses with management the Company’s major risks associated with the Company’s compensation plans and programs as described on page 55 of this Proxy Statement.

While the Board and its Committees oversee the Company’s overall risk management, our management is responsible for the day-to-day risk management processes. Management reports to the Board and the Audit and Finance Committee on a regular basis regarding material risks and the proposed response to managing those risks. Each functional area within the Company, including, among others, legal, tax, finance and operations, has day-to-day responsibility for the management of risks that arise in its respective areas of responsibility. In addition, our Internal Audit department evaluates the Company’s enterprise risk management and performs annual risk assessments that are used to define the scope of the evaluation of the effectiveness of our internal control over financial reporting, as required by the Sarbanes-Oxley Act of 2004, and the annual audit plan that is approved by the Audit and Finance Committee.

Table of Contents

Management Succession Planning

Succession planning is one of the Board’s most critical functions—to develop leaders who will successfully build the Company’s business. The Board and its Committees regularly review and discuss management development and succession plans for the Chief Executive Officer and his direct reports. This review includes an assessment of senior executives and their potential as successor to the Chief Executive Officer. The Board has also reviewed procedures to address any unexpected departure of the Chief Executive Officer, including identifying an Interim Chief Executive Officer candidate in the event of any such unexpected departure.

Table of Contents

Proposal No. 2:

RATIFICATION OF THE APPOINTMENT OF

INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Audit and Finance Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for 2017, which the Audit and Finance Committee believes is in the best interests of the Company and its stockholders. In this Proposal No. 2, we are asking stockholders to ratify this selection. Although ratification is not required by our by-laws or otherwise, the Board is submitting the selection of Ernst & Young to our stockholders for ratification as a matter of good corporate governance. If the selection is not ratified, the Audit and Finance Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit and Finance Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of Ernst & Young are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and to answer appropriate questions.

Audit and Finance Committee’s Pre-Approval Policies and Procedures

Our Audit and Finance Committee Charter requires the Audit and Finance Committee to pre-approve all auditing and other services provided by our independent registered public accounting firm to the Company.

Audit and Other Fees

The following table presents the aggregate fees billed for professional services rendered by Ernst & Young for the audit and review of our financial statements for 2016 and 2015 and the aggregate fees for other services rendered by Ernst & Young billed in those periods (in thousands):

Table of Contents

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

In accordance with SEC rules, the following individuals are the Company’s “named executive officers” or “NEOs” for 2016:

Overview

Beginning with our 2014 spinoff from Time Warner (the “Spinoff”) and continuing with our ongoing adjustment to the unprecedented shifts taking place in the media industry, Time Inc. has transformed from a magazine publishing division of a large conglomerate to an independent multimedia, multiplatform enterprise. At the beginning of 2016, the Company set out six pillars of “revenue crossover” (i.e., focus areas with the potential for high impact in our transformation and to stockholder value), and employees, including our NEOs, were charged with developing goals related to the pillars under five strategic operational objectives that we believe are key to our transformation.

Key proof points on metrics developed against these strategic operational objectives are described in more detail below. Notably, in 2016, the Company underwent a significant sales organization realignment, which though disruptive, allowed us to adopt a more unified and holistic sales approach by fostering more expansive and deeper discussions with our chief marketing officer partners and advertising agency partners. This allowed us to showcase our scale and the full suite of Time Inc. advertising products, brands, and data/targeting capabilities. Also notable was our success in continued cost savings and efficiency initiatives.

Despite our progress in 2016, the Company did not achieve full revenue crossover and the annual incentive plan payouts reflect this result. However, we continue to believe in our ability to leverage our brands, audiences and premium content to create new revenue streams and profitable growth that will transform Time Inc. into a turnaround success story.

Table of Contents

2016 Highlights

In 2016 we continued to make substantial progress on the strategic operational goals established at the beginning of the year by Mr. Ripp, currently our Executive Chairman, then acting in his role as Chief Executive Officer. Examples of our 2016 accomplishments include the following:

Table of Contents

Table of Contents

Table of Contents

Despite significant momentum in 2016, our success was tempered by the continued challenging environment in the media industry and the market as a whole which resulted in financial results that were below our incentive plan targets.

CEO 2016 Compensation and Performance

Joseph A. Ripp. Mr. Ripp served as our Chief Executive Officer until Mr. Battista assumed that role in September 2016. In February 2016, the Compensation Committee established the key elements of Mr. Ripp’s 2016 target compensation as follows:

Additionally, Mr. Ripp was granted a performance stock unit (“PSU”) award in February 2016 under a Long Term Incentive Outperformance Program (the “Outperformance Plan”) with a target award value of $2,272,720 (or a “projected” realizable value of $5,000,000 at an intermediate goal of $22/share).

In February 2017, the Compensation Committee established Mr. Ripp’s cash incentive compensation for his 2016 services at $1,455,307 based on the calculation of the financial component at 80.2% and a strategic rating of 100%.

Richard Battista. The Compensation Committee established the key elements of Mr. Battista’s target compensation as Chief Executive Officer as follows:

In addition, in connection with his becoming our Chief Executive Officer, the Company granted Mr. Battista the following equity awards: (i) 400,000 stock options, (ii) restricted stock units (“RSUs”) with a grant date value of $1,500,000, and (iii) an incremental award of PSUs under the Outperformance Plan with a target award value of $1,363,640 (or a “projected” realizable value at an intermediate goal of $22/share of $3,000,000) (which, together with the PSUs awarded to him in February 2016 prior to his becoming our President and Chief Executive Officer, had a total “projected” realizable value of $5,000,000 at an intermediate goal of $22/share). One-half of the stock options and RSUs granted were intended to represent a one-time 2016 special grant and the other half were intended to represent an advance grant of 50% of his 2017 long-term incentive compensation award.

In February 2017, the Compensation Committee established Mr. Battista’s cash incentive compensation at $1,033,974 based on a weighted annual cash incentive target bonus for 2016 of $1,104,201 (derived by aggregating Mr. Battista’s pro rata target bonus for his tenure in each position he held during 2016), the calculation of the financial component at 80.2% and a strategic rating of 125%.

Table of Contents

2016 Compensation Policy and Key Compensation Practices

Our compensation decisions (including the decisions above regarding CEO compensation) are based on our Executive Compensation philosophy described under “—How Compensation Decisions Were Made—Governance & Process—Executive Compensation Philosophy,” which was reviewed and refined by the Committee in the first and fourth quarters of 2016. Our key compensation practices derived from this philosophy are summarized below:

Table of Contents

Overview of Significant Decisions Affecting NEO Compensation

Set forth below is an overview by quarter of significant decisions impacting NEO compensation in 2016.

Table of Contents

How 2016 Compensation Decisions Were Made – Governance & Process

Decision Making Process By Compensation Element

This section describes the decision-making process for each compensation element.

Executive Compensation Philosophy

In early 2016, the Compensation Committee reviewed its executive compensation philosophy. Compensation decisions made in 2016 were based on the following principles:

Table of Contents

In the fourth quarter of 2016, the Compensation Committee further reviewed its executive compensation philosophy to ensure that it reflects the proper balance between stockholder alignment and the financial reward necessary to successfully manage the Company through a turnaround. As revised, the second paragraph of the executive compensation philosophy is modified as follows:

Compensation Committee’s Role

The Compensation Committee is responsible for establishing the compensation of each of our NEOs and our executive compensation policies generally. In making compensation decisions in 2016, the Compensation Committee evaluated (i) market data, (ii) an NEO’s role in our organization, and (iii) an NEO’s 2016 performance and contributions to our overall performance. In performing their duties, the members of the Compensation Committee were assisted by management and the Committee’s compensation consultant, as described below (see “—Management’s Role” and “—Compensation Consultant’s Role”), and were further informed by their own experience as executives and directors of public and non-public companies.

The Compensation Committee does not rely on a formula or specific matrix for making pay decisions, but rather assesses the quality of the performance and leadership demonstrated by each NEO and applies its judgment to assess performance. More generally, the Compensation Committee seeks to motivate our senior executives to drive our corporate performance against our short-term and long-term business objectives.

Management’s Role

As described above in “—Decision Making Process By Compensation Element—Compensation Committee’s Role,” management has assisted the Compensation Committee by providing data, analysis and recommendations regarding the Company’s executive compensation practices and policies and individual pay recommendations. These recommendations are based on management’s assessments of individual contributions, achievement of performance objectives and other qualitative factors. Though the Compensation Committee considers management input, along with the advice of its independent compensation consultant, in making decisions on compensation matters, NEOs do not participate in the Compensation Committee’s deliberations or decisions regarding their own compensation.

Compensation Consultant’s Role

The Compensation Committee’s independent compensation consultant (i) attends Compensation Committee meetings (including executive sessions) and planning sessions, (ii) provides expert advice on proposed executive compensation and plan designs, and (iii) prepares and presents analyses on compensation levels, including a competitive assessment of the Company’s practices and policies. Meridian Compensation Partners, LLC (“Meridian”) has served as the Compensation Committee’s independent compensation consultant since July 30, 2015. Under the terms of the Compensation Committee’s agreement with Meridian, that firm is prohibited from doing any other business for the Company or its management, other than consulting services that it provides to the Nominating and Governance Committee regarding non-employee Board of Directors compensation.

Table of Contents

Use of Comparative Market Data

We generally do not target any particular percentile of pay when determining our compensation. However, it is our practice to reference external comparator peer group market data when determining compensation amounts. The 2016 compensation packages of the NEOs were based in part on a review of external sources of compensation information. In October 2015, the Compensation Committee commissioned a comparative compensation study of our NEO compensation using the peer group below. The peer group represents public and private media companies for which Meridian has compensation survey data, with a revenue range of 1/3 to 4 times our revenues, and such additional companies identified by management as important comparators in the marketplace (e.g., because we compete with such companies for key talent).

In September 2016, the Compensation Committee (i) reaffirmed the peer group except that it removed Cablevision Systems Corporation, in light of its acquisition by Altice N.V., and iHeartMedia, Inc., which no longer met our criteria, and (ii) commissioned a comparative compensation study to be used in connection with determining 2017 executive compensation.

Consideration of Say-on-Pay Vote Results

Stockholders are provided with the opportunity to cast an annual advisory vote on executive compensation. At our 2016 annual meeting of stockholders, stockholders indicated their support for the compensation of our NEOs, with approximately 93% of the votes cast on the say-on-pay proposal voted for the proposal. The Compensation Committee believes this affirms stockholder support of our approach to executive compensation. Based on our stockholders’ support for our say-on-pay proposal in 2016, the Compensation Committee did not make fundamental changes to its approach to executive compensation in 2016. However, partly in response to discussions with our stockholders in 2016 regarding the Company’s commitment to adding more performance-based compensation to the pay mix, in 2017, we have modified our long-term incentive program such that 50% of the long-term incentive compensation granted to our Chief Executive Officer and other executive officers, respectively, will be granted in the form of PSUs. Under the 2017 program, the number of PSUs that vest is dependent upon satisfaction of both time and performance based conditions, with the number of PSUs eligible to vest determined at the end of a two-year performance period, and vesting occurring with respect to half of the amount so determined upon the Compensation Committee’s certification of performance and the remainder one year later.

The Compensation Committee will continue to consider the results of say-on-pay votes when making future executive compensation decisions.

Table of Contents

Compensation Composition – Understanding the Mix

The table below describes the objectives supported by each of our 2016 pay elements, along with an overview of the key design features of each element. The decision regarding each separate element is described separately in “–Compensation Elements–Understanding the Decisions.”

Pay Mix and Pay for Performance

In general, the more senior in our company, the more an employee’s pay is at risk. We believe that this is appropriate because the most senior members of our management team have the broadest line of sight and ability to influence our results. As seen below, the target compensation mix with respect to the elements of our annual compensation program applicable to our NEOs in 2016 is weighted towards variable compensation, including long-term incentive compensation, to align executive compensation with performance and stockholders’ interests.

Table of Contents

Additionally in 2016, each of the NEOs received a one-time grant under the Outperformance Plan, which further weighted overall compensation to variable long-term compensation.

With respect to services in 2017, we have modified the elements of our annual long-term incentive awards to be based on an equal mix of time-based restricted stock units and performance-based restricted stock units.

Governance Policies and Practices Affecting Executive Compensation

The following policies and practices relate to our executive compensation and provide context for our overall pay decisions.

Anti-Hedging and Anti-Pledging Policy.    Our internal policies generally prohibit our executives, including our NEOs, from engaging in hedging or similar arrangements with respect to our securities (including any equity acquired through our compensation programs) or pledging such securities as collateral for a loan.

Change in Control Practices.    None of the NEOs is eligible for any cash payment or benefit solely upon the occurrence of a change in control. With the exception of stock options and RSUs granted to Mr. Battista in connection with his becoming our CEO (see “—Compensation Elements—Understanding the Decisions—Other Compensation Elements—Long-Term Incentive Compensation—Promotion Equity Compensation Awards—Richard Battista”), our equity awards contain “double triggers”, meaning that no payments are due and no equity awards vest on account of a change in control unless the employee’s employment terminates without “cause” or the employee resigns for “good reason”, generally within 12 months following the change in control. Similarly except for limited protection afforded to Mr. Battista under his new employment agreement (see “—Compensation Elements—Understanding the Decisions—Other Compensation Elements—Benefits and Perquisites—Richard Battista—Limited Excise Tax Protection”), none of our plans or agreements provide for any excise tax “gross ups” that may be due in connection with a change in control.

In 2016, none of our executives was eligible for enhanced severance upon a change in control. In February 2017, the Compensation Committee adopted the Time Inc. Key Management Change in Control Severance Plan, which provides some of our executive officers, including Messes. D’Emic and Wong and Mr. Giangrande, a six month increase in their severance period if their employment is terminated without “cause” or they resign for “good reason” within 24 months following a change in control. (see “—Compensation Elements—Understanding the Decisions—Other Compensation Elements—Key Management Change in Control Severance Plan.”)

Table of Contents

Clawbacks.    Our long term 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. This policy is incorporated into our equity plan. The Compensation Committee anticipates revisiting our clawback policy once final rules are issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act and making such adjustments as are necessary to comply with regulatory requirements.

Stock Ownership Guidelines.    Our Compensation Committee has adopted a policy requiring our executives to own a multiple of their base salary in our common stock (unvested RSUs are treated as stock for this purpose). In the case of our Chief Executive Officer, the multiple is five times base salary; our Chief Financial Officer, two times base salary; and all other executive officers, one times base salary. Beginning in 2015, the executive officers were required to retain 50% of the net after tax shares received from equity awards until the required multiple is achieved.

Compensation Elements – Understanding the Decisions

Our executive compensation decisions are made holistically with due consideration of an executive’s total compensation consisting of NEO base salaries, target bonuses and equity award values (representing in the aggregate total direct compensation). Initial decisions regarding executive compensation were made by the Compensation Committee in February 2016 during our annual merit review process. These decisions were the culmination of a review process that began in October 2015, with the commissioning of the benchmarking and peer group review and continued over several meetings in late 2015 and early 2016. A similar review process was conducted beginning in October 2016 for the 2017 annual merit review process, including with respect to compensation adjustments for executive officers in new roles.

Base Salary

The base salaries of all NEOs except Ms. Wong, who joined our company in January 2016, were increased during our annual merit review process in February 2016. Additional off-cycle increases to base salary made during 2016 were made to reflect the assumption of new roles. These compensation decisions (as well as the determination of Ms. Wong’s initial base salary) were made with due consideration of the level, criticality and scope of the role in our Company, with decision makers informed by compensation data from internal and external sources (e.g., survey market data and internal comparators) as described above in “—How 2016 Compensation Decisions Were Made—Governance & Process—Use of Comparative Market Data”. Increases made during the annual merit review process also depend on the availability of a general “merit” increase budget (incorporated into the Board—approved budget) with the amount differentiated based on due consideration of the above mentioned factors as well as individual performance. Each NEO is party to an employment agreement that provides that annual base salaries may not be reduced.

Table of Contents

The chart below shows the base salaries for our NEOs (i) at the beginning of 2016, (ii) after increases made during the February 2016 annual merit process, and (iii) as applicable, following off-cycle increases together with the rationale for such increases. None of the NEOs received an annual base salary increase during the February 2017 annual merit process and compensation review.

Annual Cash Incentive Compensation

In 2016, our annual cash incentive compensation program was administered under the 2014 Omnibus Incentive Compensation Plan (the “2014 Omnibus Plan”) pursuant to which each NEO (other than Ms. D’Emic, who was not then an executive officer) was granted a “cash-based award” with a maximum value of $6 million, subject to a downward discretionary adjustment that was designated as a “performance-based award”. The program was designed to cause bonuses paid to the NEOs to qualify

Table of Contents

as deductible performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the “Tax Code”). Under the umbrella of the cash-based award granted under the 2014 Omnibus Plan, the Committee established target bonuses and developed the 2016 annual incentive plan (“2016 AIP”). The 2016 AIP provides the Committee with the framework for determining the amount of each NEO’s annual bonus payment.

Target Bonuses.    The target bonus for each NEO was reviewed in February 2016 during our annual review process. Additional off-cycle increases to target bonus were made for some NEOs to reflect the assumption of new roles. Each adjustment applies only to the service period and salary earned following the change. Target bonuses are established and adjusted with due consideration of the level, criticality and scope of the role in our Company, with decision makers informed by compensation data from internal and external sources (e.g., survey market data and internal comparators) as described above in “—How 2016 Compensation Decisions Were Made—Governance & Process—Use of Comparative Market Data.” Additionally, the Compensation Committee seeks to maintain a high percentage of NEO total direct compensation allocated toward variable pay.

The chart below shows the (i) NEO’s 2016 weighted target bonus, reflecting the aggregated dollar value of the pro rata target bonus for their tenure in the different positions held during the year; (ii) the target bonus at the beginning of 2016, (ii) the adjusted target bonuses after increases (if any) made in February 2016 as part of our regular compensation review, and (iii) the adjusted target bonus following any off-cycle increase(s) together with the rationale for such off-cycle increases. None of the NEOs received a target bonus increase during the February 2017 annual compensation review.

Table of Contents

Establishment of Financial Metrics.

Threshold Metric.   The threshold metric (the “Threshold”) established by the Compensation Committee under the 2014 Omnibus Plan for the 2016 bonus program was positive Adjusted Pre-Tax Operating Income. This metric was intended as a basic measure of profitability that would adjust for certain reasonably anticipated expenses and was not intended to be indicative necessarily of underlying operational performance. Under the terms of our annual incentive program, the Company must achieve the Threshold performance level before any annual cash incentive could be paid to NEOs. Positive Adjusted Pre-Tax Operating Income is a non-GAAP metric and the adjustments used in its calculation are included in Annex A of this Proxy Statement.

2016 AIP Performance Metrics Overview.   The performance metrics under the 2016 AIP were established by our Compensation Committee in February 2016 and derived from our financial and operational plan. Under the 2016 AIP, 70% of the target bonus was calculated based on our performance against financial goals and 30% was calculated based on an assessment of individual performance against strategic operational goals. The strategic operational metrics were based on the metrics first articulated by Mr. Ripp in anticipation of our Spinoff and affirmed by the Compensation

Table of Contents

Committee as the appropriate strategic operational goals for the 2016 AIP. The use and relative weighting of financial and strategic operating metrics advanced the philosophy that each NEO should be held accountable for our financial performance as well as his or her individual performance in advancing our strategic operational goals.

2016 AIP—Financial Performance Metrics.    In 2016, the Compensation Committee selected two financial metrics: (1) adjusted operating income before depreciation and amortization (“Adjusted OIBDA”) and (2) adjusted free cash flow (“Adjusted Free Cash Flow”). These metrics were selected because they align with the metrics we use to describe our financial performance to the investment community. The use of two metrics and their weighting (85% Adjusted OIBDA and 15% Adjusted Free Cash Flow) were intended to provide an appropriately balanced measure of our current year’s performance and its impact on our future growth. The metrics are non-GAAP metrics and the adjustments used in their calculation are included in Annex A of this Proxy Statement. The table below shows the 2016 AIP payout percentages for the financial performance criteria at certain performance levels.

2016 AIP—Strategic Operational Performance Metrics.   The strategic operational goals were first articulated by Mr. Ripp prior to the Spinoff and have served as our guideposts during this critical period of transformation. They are: (1) develop new revenue streams, (2) build digital scale and engagement, (3) enhance the core business, (4) drive business transformation, and (5) engage our talent. Beginning in 2016, the NEOs were asked to develop individual strategic operational goals within the five goals that focused on the six pillars of revenue crossover to sustainable profitability. These pillars were areas identified as having the highest potential for increasing the Company’s revenue potential. The six pillars were: (i) talent, (ii) digital, (iii) data, (iv) branded content and native solutions, (v) video and (vi) new experiences. Each of the NEOs developed written goals describing how they intended to work on those goals in 2016. These goals were reviewed (and in the case of Mr. Ripp approved) by the Compensation Committee. Ratings based on evaluation of performance against strategic operational goals could range from 0% to 150%, though evaluation of whether goals had been advanced was conducted on a more qualitative than quantitative basis.

Determination of Annual Cash Incentive Payouts.    In February 2017, the Compensation Committee certified that the Company had achieved the Threshold of positive Adjusted Pre-Tax Operating Income. In determining the amount of the actual bonus payment to the NEOs, the Compensation Committee considered our performance against the 2016 AIP financial metrics. The Compensation Committee also considered the individual performance of each NEO who remained employed against the strategic operational metrics based on a conversation with Mr. Battista regarding the performance of each of the NEOs (other than Mr. Ripp and Mr. Bairstow), their personal experience with the NEOs, and, in the case of Mr. Battista, a performance evaluation that included a detailed assessment. The Compensation

Table of Contents

Committee also separately evaluated the performance of Mr. Ripp and Mr. Bairstow. Based on its assessment, the Compensation Committee authorized bonus payments as set forth below consistent with the financial component calculation under the 2016 AIP and its evaluation of the performance of the NEOs against their strategic goals.

The calculation of these NEO bonuses is illustrated below:

Calculation of Performance Against Financial Goals

Calculation of Annual Cash Incentive Payment Amounts

Table of Contents

Ms. Webster was not eligible to receive payments under the AIP but received, as an incremental severance benefit, an amount calculated under the same terms as the 2016 AIP pro-rated for service during the year, using actual financial results and a 100% strategic operational rating.

Long-Term Incentive Compensation

2016 Long-Term Incentive Program.    In early 2016, the Company adopted a long-term incentive program under the 2014 Omnibus Plan for the purpose of aligning the interests of the grantees with stockholders by weighting a significant percentage of their total compensation toward variable long-term compensation. To reinforce that equity compensation is a key element of the holistic compensation package, the Company communicated a non-binding target long-term incentive award to each executive officer (including each NEO). Award values were determined with due consideration of the level, criticality and scope of the role in our Company, with decision makers informed by compensation data from internal and external sources (e.g., survey market data and internal comparators) as described above in “—How 2016 Compensation Decisions Were Made—Governance & Process—Use of Comparative Market Data.” In February 2016, for executive officers eligible under the long-term incentive program (including the NEOs other than Ms. D’Emic who was not then an executive officer), 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). Ms. D’Emic’s equity grant under the long-term incentive compensation award was entirely in RSUs. Ms. Wong’s stock options were issued under the Time Inc. Inducement Award Plan, as the awards had been promised to her in connection with her employment by the Company and the award preserved the share pool under the 2014 Omnibus Plan. The two vehicle equity award structure for executive officers (RSUs and stock options) was designed to provide a balanced incentive to our senior management to focus on stock price performance.

Equity awards under the long-term incentive program vest ratably over a four-year period in annual installments, but vesting accelerates if employment terminates upon death or disability, or if there is a “change in control” (as defined in the 2014 Omnibus Plan) and, within 12 months following a change in control (extended to 24 months following a change in control for some NEOs as described in “—Other Compensation Elements—Key Management Change in Control Severance Plan”), employment is terminated by us or because of a resignation for good reason. However, in the case of a change in control, except with respect to Mr. Battista as described in “—Other Compensation Elements—Benefits and Perquisites—Richard Battista—Limited Excise Tax Protection,” if the accelerated amount would be subject to an excise tax under Section 280G of the Tax Code, the accelerated portion is reduced to the extent this would result in the grantee receiving a larger net after tax value. Additionally, Mr. Ripp (age 65), who rejoined the Company in 2013 after having been employed by us earlier in his career, was contractually promised that his annual equity awards would vest on his retirement from the Company. Retirement equity vesting had been a Time Warner practice and was consistent with his expectations. The awards were granted pursuant to standard RSU and stock option agreements.

In February 2016, management communicated its equity award recommendations to the Compensation Committee based on the target LTI values communicated to NEOs and approved by the Committee. During 2016, off-cycle increases to target long-term incentive compensation were communicated (and, to the extent related to an NEO who was then an executive officer, approved by the Compensation Committee) to reflect the assumption of new executive officer roles. The chart below describes (i) the 2016 target long-term incentive compensation at the beginning of the year, and (ii) target long-term incentive compensation following any post-February 2016 off-cycle increases along with the rationale for such increases.

Table of Contents

Outperformance Plan.   In February 2016, the Compensation Committee granted PSUs under a long-term incentive compensation program (referred to as the “Outperformance Plan”) the terms of which were embodied in a form of performance stock unit award agreement issued under the 2014 Omnibus Plan. The Outperformance Plan was designed to incentivize executive officers and a select group of “game changers” identified as having potential to materially affect the Company’s results (including Ms. D’Emic, who was not then an executive officer) to accelerate the transformation of the Company. In adopting the Outperformance Plan, the Committee determined that a significant growth in our stock price over the following two years would be an appropriate proxy for the successful transformation of our Company. Stock price performance under the Outperformance Plan is measured as the average closing price of our common stock from February 15, 2018 through March 15, 2018, a date that will be after the filing of our Annual Report on Form 10-K for the period

Table of Contents

ended December 31, 2017 and should reflect full-year 2017 financial results. In the event of a change in control, the Company stock price performance will be determined at the time of the change in control.

Under the Outperformance Plan, the number of PSUs earned is based on the stock price performance, as described above. Threshold performance level was established at $17 per share, representing a stock price increase of approximately 18% from the grant date stock price of $14.38 (and representing for our stockholders an additional approximately $475 million of shareholder value creation¹) and target performance at $20 per share (representing an almost 40% increase in stock price from the grant date and an additional approximately $800 million of shareholder value). There is no payout at $17, but achievement and payouts are a percentage of the target PSU award interpolated between 0% and 100% for performance between $17 and $20, and between 100% and 275% for performance between $20 and $26 (the maximum performance level). As a result, participants would not realize any value under the Outperformance Plan unless the Company’s stockholders first realize a significant return over and above the value of our stock at the date the Outperformance Plan awards were initially granted. The maximum performance level was established at $26 per share (representing a more than 80% stock price increase from the grant date and an additional approximately $1.5 billion of shareholder value). The Company communicated awards under the Outperformance Plan to the grantees in terms of a “projected” award value to focus them on a stretch objective using an intermediate goal of $22 per share. At $22 per share, the settlement value of the “projected” award value is determined based on the recipient becoming vested in twice the number of shares payable at target performance. The value realizable by each NEO at the “target” and “projected” award values for the PSUs granted pursuant to the Outperformance Plan in February 2016 is listed below:

Table of Contents

The PSUs granted pursuant to the Outperformance Plan to Mr. Bairstow and Ms. Webster were forfeited on their last day of employment.

Inducement Award Plan.    In February 2016, the Compensation Committee recommended, and the Board of Directors approved, the adoption of the Inducement Award Plan in connection with a grant of 85,836 stock options to Jennifer Wong, who was hired as our Executive Vice President, President, Digital. The Inducement Award Plan was adopted to ensure that the Company could continue to grant equity as an inducement to key talent to join our Company.

2016 Omnibus Plan.    In April 2016, the Compensation Committee recommended, and the Board of Directors approved, the adoption of the 2016 Omnibus Plan to replace the 2014 Omnibus Plan and the suspension of the Inducement Award Plan. The adoption of the 2016 Omnibus Plan enables the Company to continue our equity compensation program, which the Compensation Committee believes is desirable because incentive compensation (including long-term equity compensation) is a key element of a holistic compensation package and a powerful and meaningful means of creating alignment between employees and the Company’s stockholders, as well as an industry-prevalent component of total compensation that is critical for attracting and retaining key talent. Stockholders approved the 2016 Omnibus Plan at the June 2016 annual meeting of stockholders. Accordingly, the 2014 Omnibus Plan and the Inducement Award Plan terminated, though outstanding awards thereunder remain outstanding and continue to be governed by the terms of the applicable plans under which the award was granted.

Stockholder Outreach; Program Changes.    After the February 2016 meeting of the Compensation Committee, the chairman of our Compensation Committee and members of management spoke with holders of approximately 40% our common stock regarding their views on long-term incentive awards. In response to feedback from our stockholders, the Compensation Committee made a commitment to grant equity compensation that conditions the grant and/or vesting of equity awards upon the achievement of performance metrics that are tied to mid- to long-term financial performance and/or total shareholder return. In September 2016, the Compensation Committee made its first responsive change when it determined it would no longer determine the number of options to be granted on the Black Scholes valuation but would instead determine the number of options to be granted using a “rule of thumb” that equates the value of one option-type award to four full-value awards. The stock options granted to Mr. Battista in connection with his becoming President and Chief Executive Officer reflected this change.

Additionally, in 2016 the Compensation Committee reviewed plans for a new long-term incentive program, which was later approved in February 2017. Under the 2017 long-term incentive program, 50% of the equity granted to the executive officers is in time-vested RSUs, and 50% is in the form of PSUs that vest over a two-year performance period. (The terms of Mr. Battista’s employment

Table of Contents

agreement contemplate that up to 66 ²⁄₃% of his total long-term incentive compensation may be granted as PSUs). The number of PSUs that vest under the 2017 long-term incentive program is dependent upon satisfaction of both time and performance based conditions, with the number of PSUs eligible to vest determined at the end of a two-year performance period, and vesting occurring with respect to half of the amount so determined upon the Compensation Committee’s certification of performance and the remainder one year later. The equity mix is designed to align the interests of the executive officers with stockholders by weighting a significant percentage of an executive officer’s total compensation toward variable long-term compensation with minimal “downside protection” against poor Company and/or stock performance while maintaining sufficient financial reward necessary to incentivize executives in the current turnaround environment.

Promotion Equity Compensation Awards.

Richard Battista.    In September 2016, the Compensation Committee granted additional equity compensation to Mr. Battista in connection with his becoming President and Chief Executive Officer as follows:

Half of the stock option and RSU grants were intended to be a special 2016 grant (similar to a sign-on grant). The other half was intended to represent an accelerated grant of Mr. Battista’s 2017 long-term incentive compensation.

In addition, the Compensation Committee granted Mr. Battista the following additional award under the Outperformance Plan:

(1)   Values in this column rounded to the closest whole dollar.

The additional Outperformance Plan award was intended to weight Mr. Battista’s compensation towards equity compensation and provide him with a stake equivalent to the award made to Mr. Ripp.

Under the terms of the Mr. Battista’s employment agreement and the applicable equity award agreements, if Mr. Battista’s employment is terminated without “cause” or he resigns for “good reason” as defined in his employment agreement, equity awards granted to Mr. Battista from and after the date he became President and Chief Executive Officer will continue to vest in accordance with their stated vesting schedule during the severance period, and if such termination occurs prior to the determination of the award earned under the Outperformance Plan, Mr. Battista remains eligible to receive the settlement of the PSUs awarded based on the Company’s stock price as provided in the plan on the same basis as if he had remained employed. Additionally, the equity awards granted to him in connection with his becoming our President and Chief Executive Officer provide for accelerated vesting (based upon achievement of performance objectives) upon a change in control.

Table of Contents

Though it has been our policy not to provide single trigger vesting of equity awards upon a change in control, the additional protection was integral to Mr. Battista’s agreement to serve as our President and Chief Executive Officer in light of the unsettled nature of the media industry.

Gregory Giangrande and Susana D’Emic.    Mr. Giangrande and Ms. D’Emic each received additional Outperformance Plan awards in connection with the changes to their roles in October and November 2016, respectively, as follows:

The additional Outperformance Plan awards were intended to bring the aggregate Outperformance Plan award values in line with Outperformance Plan awards made to other comparable executive officers.

Outperformance Plan—Aggregate Award Values.    Set forth below are the Outperformance Plan awards granted to the NEOs in 2016 that remain outstanding on the date hereof and the value that would be realized at different levels of performance in connection with the settlement of the PSUs.

Table of Contents

Discretionary Compensation

When an executive officer (including the NEOs) has had significant achievements, the Compensation Committee has awarded additional discretionary compensation. The amount of the award and award vehicle (e.g., cash, equity) is determined by the Compensation Committee in its complete discretion and is designed to provide meaningful recognition for significant achievements. The use of discretionary awards is intended to foster employee engagement and goodwill.

In February 2017, the Compensation Committee awarded Mr. Giangrande a cash bonus of $180,000 in recognition of his significant efforts in connection with the restructuring of the Company’s workforce in 2016, including each of the workforce adjustments detailed above under “—2016 Highlights—Engage our Talent.”

Other Compensation Elements

Employment Agreements and Severance Benefits.    Our NEOs are each party to a fixed-term employment agreement that provides for severance benefits following certain types of employment termination. The employment agreements, which are common in the media and publishing industry for top executives, were important for recruiting our executives (including our NEOs) and also assist in retention. The severance provisions of the employment agreements are based on the significance of the NEO’s position, the estimated amount of time it would take the NEO to locate comparable employment following an employment termination, and our desire to attract, motivate and retain the NEO in a competitive environment. It has been our practice that the maximum severance period for our executive vice presidents be 18 months. The severance period of Ms. Webster, who is receiving severance, is 18 months. In connection with his assumption of the role of President and Chief Executive Officer, Mr. Battista’s severance period was increased to 24 months (which is consistent with Mr. Ripp’s severance period in that role).

Ripp and Bairstow Amendments.    The severance period for Messrs. Ripp and Bairstow, which were established by Time Warner, prior to our Spinoff, is 24 months. In 2016, we amended the employment agreements of Messrs. Ripp and Bairstow in each case to facilitate a smooth transition from the Company. In the case of Mr. Ripp, who remains a member of our Board and Executive Chairman, the amendment provides that in the event that Mr. Ripp’s employment is terminated by the Company without cause, by Mr. Ripp for good reason or by mutual agreement, in any such case prior to September 30, 2018 (the end of the term of his agreement), the Company will be obligated to continue to provide Mr. Ripp the same compensation as though he continued to be employed through

Table of Contents

September 30, 2018. With respect to Mr. Bairstow, who remained employed by us through March 1, 2017, the amendment ensured an orderly transition of work to Ms. D’Emic while providing us with the ability to consult with him as we finalized the financial results for 2016. Mr. Bairstow’s 24-month severance period is measured from the March 1, 2017 termination date.

Set forth below are the severance periods under the NEOs’ employment agreements. During the severance period, an executive is entitled to receive periodic payments at an annualized rate equal to the sum of the executive’s annual base salary plus average annual bonus (or in the case of Messrs. Ripp and Bairstow, a guaranteed minimum bonus) as defined in each executive’s employment agreement. See also “—Potential Payments upon Termination of Employment or Change in Control.”

The treatment of the NEOs’ outstanding equity-based awards upon various employment termination events is generally governed by their employment agreements, our equity plan, and equity-based award agreements. For information regarding the terms of the employment agreements, see “—Narrative to 2016 Summary Compensation Table and 2016 Grants of Plan-Based Awards.”

Key Management Change in Control Severance Plan.    In February 2017, the Company adopted the Time Inc. Key Management Change in Control Severance Plan (the “CIC Severance Plan”) to provide certain enhanced benefits to key management employees who the Company determines are most likely to be impacted by a change in control (primarily the Company’s executive officers), so that they can continue to exercise their judgment and legal responsibilities without the potential for distraction and bias that can arise from concerns regarding their personal circumstances. The Plan contemplates that each employee designated to receive benefits under the Plan will receive a “participation notice.”

For all eligible executives, the form of notice adopted by the Company provides that in the event a participant’s employment is terminated without “cause” or they resign for “good reason” within 24 months following a change in control, severance benefits will be calculated under existing plans,

Table of Contents

policies and agreements with the Company, but modified (to the extent such modification constitutes an enhancement) so that (i) the calculation of the bonus component of salary continuation will be based on target bonus in lieu of “average annual bonus” if using target bonus results in a higher benefit, (ii) the severance period shall be no less than 12 months (the “Minimum Severance Period”) or such longer period set forth in the participant’s current employment agreement with the Company (the “Contract Severance Period”) and (iii) the period that a qualifying termination will result in favorable treatment (e.g., accelerated vesting) of equity awards (to the extent such treatment is provided) will be extended from 12 months following a change in control to 24 months following a change in control. In addition, the Plan promises each participant payment of his or her legal fees in the event the participant brings suit in good faith to enforce his or her rights under the Plan or under any existing plan, policies or agreements enhanced pursuant to the Plan. The Plan also permits the Company to establish an enhanced severance period (i.e., a period greater than both the Minimum Severance Period and the Contract Severance Period). In connection with the adoption of the Plan, the Committee provided for a 6 month change in control severance enhancement for Messes. D’Emic and Wong and Mr. Giangrande above their Contract Severance Periods (from 18 months to 24 months) that will apply if their employment ends as a result of a qualifying termination during the protection period. Mr. Battista’s severance period has not been enhanced, and will continue to be the Contract Severance Period specified in his existing employment agreement.

Benefits and Perquisites.    We generally do not consider executive benefits or perquisites a significant part of our total compensation. In addition to broad-based plans available to all of our employees who meet the eligibility terms, benefits and/or perquisites in 2016 for those of our NEOs that enjoyed executive benefit and perquisites included:

Table of Contents

CEO Co-Pilot Reimbursement.    Due to safety concerns, the Board of Directors required Mr. Ripp to engage a professional co-pilot when piloting his own personal aircraft and agreed to reimburse Mr. Ripp for the related expenses on an after-tax basis. These expenses include reimbursement for the use of Mr. Ripp’s aircraft for “deadhead” (i.e., no-passenger) flights that the co-pilot takes to return to his/her home base in between flights and then to return to pick up Mr. Ripp, including fuel costs and airport fees and a pro rata portion of the reserve for the periodic overhaul of the aircraft’s engine. The reimbursement also included reimbursement for the taxes on income imputed to Mr. Ripp in respect of the foregoing. Following Mr. Ripp’s transition from Chairman and Chief Executive Officer to Executive Chairman, the CEO Co-Pilot Reimbursement policy ceased to apply.

Supplemental Savings Plan.    The Time Inc. Supplemental Savings Plan is a nonqualified deferred compensation plan open to all participants in the Time Inc. Savings Plan (our broad-based 401(k) plan) whose compensation exceeds the IRS qualified plan compensation limit, including each of our NEOs. The Supplemental Savings Plan has a matching formula that mirrors the matching formula under the Time Inc. Savings Plan for eligible compensation between the Time Inc. Savings Plan limit ($265,000 for 2016) and $500,000 per year. We established the Time Inc. Supplemental Savings Plan effective January 1, 2014 as a continuation of the Time Warner Supplemental Savings Plan for certain Time Inc. participants. Under the Time Inc. Supplemental Savings Plan we allocate a 100% match on the first 4% of compensation between the IRS 401(k) compensation limit and $500,000 that the participant elects to defer into the plan (such amounts, “additional deferral compensation”) and 50% of the next 2% of such additional deferral compensation.

Limited Excise Tax Protection.    In connection with Mr. Battista becoming our President and Chief Executive Officer, Mr. Battista sought, and the Compensation Committee approved, payment of gross-up of parachute excise taxes payable by him if a change in control occurs prior to the second anniversary of his becoming President and Chief Executive Officer. Though it has been our policy not to provide excise tax gross ups in connection with a change in control, the additional protection was integral to Mr. Battista’s agreement to serve as our President and Chief Executive Officer in light of the unsettled nature of the media industry. Additionally, the Compensation Committee recognized that because Mr. Battista’s earnings prior to assuming his new role were substantially lower than his projected earnings as our President and Chief Executive Officer and because in connection with his

Table of Contents

appointment he was receiving enhanced equity awards that would not vest in the ordinary course for several years, there would be a higher likelihood that a change in control in the first two years of Mr. Battista’s tenure as President and Chief Executive Officer would result in the imposition of parachute excise taxes, which would significantly reduce any severance payments due to him.

Country Club Membership Dues Reimbursement.    As our lead salesman, Mr. Ford frequently uses his country club privileges for business purposes. Under a longstanding arrangement, we reimburse Mr. Ford for this expense.

Legacy Arrangements.    In 2016, Messrs. Ripp and Ford participated in legacy programs relating to their former employment with Time Inc. as described below:

Tax and Accounting Implications

As a general rule, cash compensation payable to our NEOs is includible as taxable income for the NEO in the year it is paid and is expensed in our financial statements as incurred. Income attributable to RSUs and PSUs granted by us is includible as taxable income for the NEO in the year that shares are distributed in settlement of such awards (with the amount included based on the fair market value of the shares distributed upon vesting). Income attributable to the exercise of stock options granted by us (all of which are nonqualified stock options) is includible as taxable income for the NEO upon exercise of the stock option in an amount equal to the excess of the fair market value on the date of exercise over the exercise price. Under accounting rules, the fair value of our equity awards, determined as of their grant date, is expensed in our financial statements over the vesting period.

Except as provided below because of the effect of Section 162(m) or Section 280G of the Tax Code, we are generally able to take a deduction in respect of compensation in the same amount, and in the same year, as it is included in an NEO’s taxable income.

Section 162(m) of the Tax Code.    With certain exceptions, Section 162(m) of the Tax Code limits the deductibility of compensation paid by a public company in any year to its chief executive officer and the next three most highly paid executive officers other than the chief financial officer to $1 million each. The cash-based, performance based awards issued pursuant to our 2016 annual incentive compensation program and administered under the 2014 Omnibus Plan is intended to pay qualifying performance based compensation that is exempt from the $1 million limitation. Similarly the PSUs granted pursuant to the Outperformance Plan under both the 2014 Omnibus Plan and the 2016 Omnibus Plan are intended to be performance-based compensation.

Table of Contents

Compensation related to the exercise of stock options with an exercise price no less than fair market value on the grant date that are issued under a parent company’s pre-spinoff plan or within 12 months of a spinoff is also exempt under a Section 162(m) transition rule regardless of when the options are exercised. Stock options granted to our NEOs under our equity plans post-spinoff are exempt under another transition rule. However, time-vested RSUs granted by us (including time-vested RSUs granted to Mr. Giangrande as replacement for awards forfeited by Time Warner in connection with the Spinoff that vested in 2016) are not considered “performance-based compensation” and are not eligible for any transition relief. Accordingly, in 2016, $761,000 of compensation related to the RSUs granted to Messrs. Battista, Ford and Giangrande and Ms. Wong was not deductible by us.

We intend to consider deductibility as one factor in determining executive compensation; however, in order to best serve our stockholders’ interests, we will retain the flexibility to approve compensation that is not deductible for tax purposes.

Section 280G of the Tax Code.    Section 280G of the Tax Code denies a tax deduction on certain compensation payments to any “disqualified individual” (which term would include our NEOs) that are contingent upon a “change in ownership or control” of the Company. A tax deduction for compensation in excess of the disqualified individual’s average annual taxable compensation is denied, but only if the aggregate change in control payments to the individual equal or exceed three times the individual’s average annual taxable compensation (i.e., the 280G parachute tax threshold). In addition, if the threshold is exceeded, a 20% excise tax is imposed under Section 4999 of the Tax Code on the entire amount of the disqualified individual’s change in control payments (and not merely the amount of such payments in excess of the 280G parachute tax threshold). A rebuttable presumption would treat as a “parachute payment” severance benefits that are provided within twelve (12) months of a change in control.

Additionally, our equity award agreements generally provide for accelerated vesting of equity awards if employment is terminated within 12 months following a change in control (as defined in our 2014 Omnibus Plan, Inducement Award Plan and 2016 Omnibus Plan, as applicable), except that if the accelerated amount would be subject to an excise tax under Section 280G, the value of the acceleration is reduced if this would result in the grantee receiving a larger net after tax value. Stock options that accelerate pursuant to this provision remain exercisable for three (3) months following the date employment terminates.

With the exception of the limited excise tax protection afforded to Mr. Battista see “—Compensation Elements – Understanding the Decisions—Other Compensation Elements—Benefits and Perquisites—Richard Battista—Limited Excise Tax Protection” we do not generally provide excise tax gross ups for parachute payments. Moreover, we contractually require each of our NEOs to take mitigating actions to preserve the Company’s tax deduction for payments otherwise subject to Section 280G of the Tax Code, and, under the terms of our post-Spinoff standard equity award agreements and a CIC Severance Plan, any accelerated vesting is reduced to the extent such reduction results in a greater net after tax benefit to the employee.

Section 409A of the Tax Code.    Our NEO employment agreements equity plans and deferred compensation plans provide that any “nonqualified deferred compensation” will be administered (and if necessary adapted) so as to avoid the imposition of the excise tax under Section 409A.

Table of Contents

Compensation Committee Report

The Compensation Committee reviewed and discussed this Compensation Discussion and Analysis with management.

Based on that review and discussion, the Compensation Committee recommended to the Board of Directors of Time Inc. that the Compensation Discussion and Analysis be included in the Proxy Statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

David A. Bell, Chair

Dennis J. FitzSimons

Betsy D. Holden

Kay Koplovitz

Sir Howard Stringer

Compensation Risk

In February 2016 and again in February 2017, the Compensation Committee’s independent consultant conducted a risk assessment of our compensation programs and policies for employees, including our executive officers and employees. As part of this assessment, the consultant reviewed and analyzed the major components of our compensation, including (i) base salary, (ii) annual bonuses, (iii) long-term incentive programs (including cash-based incentive plans and equity-based incentive plans), (iv) sales incentive plans and commission plans and (v) retirement programs. After reviewing the compensation risk assessment, the Compensation Committee determined that any risks arising from our compensation programs and policies would not be reasonably likely to have a material adverse effect on us.

Table of Contents

2016 Summary Compensation

The table below summarizes the total compensation earned by each of the Company’s named executive officers (NEOs) for the years ended December 31, 2016, 2015, and 2014.