CRRC (MM)

February 17, 2015

Dear Stockholder:

Enclosed is Courier’s Annual Report on Form 10-K and proxy statement in connection with the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) to be held at Goodwin Procter LLP Conference Center, Second Floor, Exchange Place, 53 State Street,  Boston, MA 02109, at 9:30 A.M. on Tuesday, March 17, 2015 for the following purposes:

1.              To elect three Class B Directors to hold office for a term of three years and until their respective successors shall be elected and shall have been duly qualified;

2.              To approve an advisory vote on executive compensation;

3.              To ratify and approve the selection by the Audit and Finance Committee of the Corporation’s Board of Directors of Deloitte & Touche LLP as independent auditors for the Corporation for the current fiscal year ending September 26, 2015; and

4.              To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on February 13, 2015  as the record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements thereof.

On February 5, 2015, Courier announced that it has signed a definitive agreement by which R.R. Donnelley & Sons Company will acquire Courier for $23.00 per share in cash or 1.3756 RR Donnelley common shares, subject to pro ration.  The completion of the RR Donnelley transaction is subject to customary closing conditions, including regulatory approval and approval of Courier’s stockholders.  The RR Donnelley transaction will not be considered or voted on at the March 17, 2015 Annual Meeting.

We will hold a separate Special Meeting of Stockholders to consider and vote upon the RR Donnelley agreement.  The date for the Special Meeting has not yet been announced.  Stockholders eligible to vote on the RR Donnelley agreement will receive a separate notice of the date, time and location for that meeting once it is determined.

15 Wellman Avenue

North Chelmsford, Massachusetts 01863

February 17, 2015

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting to be held on March 17, 2015

The proxy statement and annual report are also available online for viewing at www.courier.com.

If you do not expect to attend in person, it would be appreciated if you would fill in and sign the enclosed proxy and return it promptly in the enclosed envelope. You may also vote your shares through the Internet or by telephone as indicated on the enclosed proxy card.

COURIER CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

March 17, 2015

To the Stockholders of

COURIER CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of COURIER CORPORATION (the “Corporation”) will be held at Goodwin Procter LLP Conference Center, Second Floor, Exchange Place, 53 State Street, Boston, MA 02109, at 9:30 A.M. on Tuesday, March 17, 2015 for the following purposes:

1.              To elect three Class B Directors to hold office for a term of three years and until their respective successors shall be elected and shall have been duly qualified;

2.              To approve an advisory vote on executive compensation;

3.              To ratify and approve the selection by the Audit and Finance Committee of the Corporation’s Board of Directors of Deloitte & Touche LLP as independent auditors for the Corporation for the current fiscal year ending September 26, 2015; and

4.              To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on February 13, 2015 as the record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements thereof.

Secretary and Clerk

15 Wellman Avenue

North Chelmsford, Massachusetts 01863

February 17, 2015

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on March 17, 2015 — The proxy statement and annual report are also available online for viewing at www.courier.com.

If you do not expect to attend in person, it would be appreciated if you would fill in and sign the enclosed proxy and return it promptly in the enclosed envelope.  You may also vote your shares through the Internet or by telephone as indicated on the enclosed proxy card.

PROXY STATEMENT

COURIER CORPORATION

15 Wellman Avenue

North Chelmsford, Massachusetts 01863

ANNUAL MEETING OF STOCKHOLDERS

March 17, 2015

NATURE OF SOLICITATION

This Proxy Statement is furnished in connection with and accompanies a Proxy Card (the “Proxy”) for and Notice of Annual Meeting of Stockholders (the “Notice”) of Courier Corporation (the “Corporation” or “Courier”), to be held Tuesday, March 17, 2015 at 9:30 A.M. at Goodwin Procter LLP Conference Center, Second Floor, Exchange Place, 53 State Street, Boston, MA 02109 for the purposes set forth in the Notice.  The solicitation is made on behalf of the Board of Directors of the Corporation (the “Board of Directors” or “Board”, and members of the Board “Directors” and each a “Director”).

This Proxy Statement and the accompanying Notice and Proxy are first being sent to stockholders on or about February 17, 2015.  The Board of Directors has fixed the close of business on February 13, 2015 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”).

The cost of preparing, assembling and mailing the Proxy and Notice and this Proxy Statement and of soliciting Proxies is to be borne by the Corporation.  In addition to the use of the mails, solicitation may be made by telephone and personally by employees and Directors of the Corporation.  We have retained the services of MacKenzie Partners, Inc., a professional proxy solicitation firm, in connection with this solicitation; and we will pay to MacKenzie Partners $40,000 for the services that it has provided us to date. We will also reimburse MacKenzie Partners for its out-of- pocket expenses. We have agreed to indemnify MacKenzie Partners against certain liabilities relating to or arising out of their engagement.  The Corporation will also bear the expense of record holders who are banks, brokers and other fiduciaries or nominees who may forward Proxies and proxy material to beneficial owners of such shares.

Any Proxy given pursuant to this solicitation may be revoked by the person giving it prior to the exercise of the powers conveyed by it by filing with the Secretary/Clerk of the Corporation a written revocation or duly executed Proxy bearing a later date, properly casting a new vote through the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities, or by attending the Annual Meeting and voting in person.  Unless a Proxy is revoked, the shares represented thereby will be voted at the Annual Meeting or at any adjournment thereof in the manner hereinafter described.

The Annual Report of the Corporation on Form 10-K for the fiscal year ended September 27, 2014, is being mailed to stockholders concurrently with this Proxy Statement.

VOTING SECURITIES

As of the Record Date, the securities outstanding and entitled to vote at the Annual Meeting consist of 11,524,463 shares of Common Stock, par value $1 per share, of

the Corporation (the “Common Stock”).  Only holders of record of Common Stock on the Record Date will be entitled to vote at the Annual Meeting.  Each stockholder is entitled to one vote, in person or by proxy, for each share held.  The presence, in person or by proxy, of a majority in interest of all shares of Common Stock issued, outstanding and entitled to vote at the Annual Meeting constitutes a quorum for the meeting.  Abstentions, withhold authority and broker non-votes shall be counted as present and entitled to vote for purposes of determining a quorum.

An “abstention” represents an affirmative choice to decline to vote on a proposal other than the election of directors.  A “withhold authority” vote is a stockholder’s vote to withhold authority to cast a vote “for” the election of one or more director nominees.  A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power under applicable law with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner.  If you hold shares through a broker, bank or other custodian (also referred to as holding shares in “street-name”), only such broker, bank, custodian or other nominee can vote your shares.  In order to ensure that your shares are voted at the Annual Meeting, you must give specific instructions regarding how to vote your shares.  If you do not give specific instructions regarding how to vote your shares, the broker, bank, custodian or other nominee may not exercise their discretion to vote your shares with respect to Items 1 and 2 at the Annual Meeting.

Regarding Item 1, a plurality of votes properly cast for the election of Directors by stockholders attending the Annual Meeting in person or by proxy will elect Directors to office. A majority of votes properly cast at the Annual Meeting is required for Item 2, the approval of the non-binding advisory resolution on executive compensation, and for Item 3, the ratification of the auditors.  For Items 2 and 3, broker non-votes will not be counted as votes cast at the Annual Meeting and therefore have no effect on the vote on such items.  In the case of Items 2 and 3, abstentions are not considered votes cast on each such matter and will have the effect of reducing the number of affirmative votes required to achieve a majority for such matters by reducing the total number of shares from which the majority is calculated.  Abstentions and broker “non-votes” will have no effect in determining the outcome of Item 1. Under the Corporation’s Corporate Governance Guidelines, Directors who do not receive a majority of the votes cast are required to submit their resignation to the Board of Directors.  The Board of Directors then determines whether to accept such resignation as set forth in the Corporate Governance Guidelines.

Stockholders are requested to complete, date, sign and return the accompanying proxy card in the enclosed envelope or to vote the proxy card by telephone or via the Internet according to the instructions on the proxy card.  Shares of Common Stock represented by properly executed proxies received by the Corporation and not revoked will be voted at the Annual Meeting in accordance with the instructions contained therein.  If instructions are not given on the proxy card, properly executed proxies will be voted “FOR” the election of the Corporation’s nominees for director, “FOR” the approval of executive compensation, and “FOR” the approval of the independent registered public accounting firm.  The Board does not know of any matters other than those described in this Proxy Statement that will be presented for action at the Annual Meeting.  If other matters are duly presented, proxies will be voted in accordance with the best judgment of the proxy holders.

Any proxy may be revoked at any time before it is voted on any matter by giving written notice of such revocation to the Secretary of the Company, or by signing and duly delivering a proxy bearing a later date, or voting by telephone or via the Internet at a later

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date or by attending the Annual Meeting and voting in person.  The latest dated completed proxy will be the one that counts.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the Record Date, the ownership of Common Stock by each Director, by each executive officer named in the Summary Compensation Table below (each, a “Named Executive Officer”), by all Directors and executive officers of the Corporation as a group, and by any person or group known to the Corporation to be the beneficial owner of more than 5% of the outstanding shares of Common Stock.  The number of shares beneficially owned by each person and entity is determined according to the rules of the Securities and Exchange Commission (the “Commission”), and the information is not necessarily indicative of beneficial ownership for any other purpose.  Under such rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and also any shares which the individual or entity has the right to acquire within sixty days of the Record Date through the exercise of an option or similar right.  Except as noted below, each holder has sole voting and investment power with respect to all shares of Common Stock listed as owned by such person or entity.

(1) The information concerning the amount of Common Stock beneficially owned by each of the Directors and executive officers was furnished to the Corporation by each such Director or executive officer.  The address for the Directors and executive officers is c/o Courier Corporation, 15 Wellman Avenue, North Chelmsford, MA 01863.

(2) Includes shares subject to options exercisable within sixty days of the Record Date as follows:  Mr. Conway, 46,613 shares; Mr. Braverman, 24,025 shares; Prof. Curley, 24,025 shares; Mr. Hoff, 24,025 shares; Mr. Markell, 24,025 shares; Mr. Skates, 24,025 shares; Mr. Thorndike, 24,025 shares; Ms. Wagner, 24,025 shares; Mr. Folger, 26,636 shares; Mr. Balakrishna, 26,636 shares; and all Directors and executive officers as a group, 268,060 shares.  For purposes of calculating the percentage of shares outstanding with respect to each individual and the group, the shares subject to such options have been treated as if they were issued and outstanding only as to such individual or group. Applicable

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percentage of ownership is based upon 11,524,463 shares of common stock outstanding as of the Record Date.

(3) Includes shares allocated to individual accounts in the Courier Employee Stock Ownership Plan (the “ESOP”) as follows:  Mr. Conway, 3,308 shares; and Mr. Folger, 6,022 shares.

(4) Includes 206,385 shares owned by the James F. Conway, Jr. Trusts of which Mr. Conway III is a trustee with shared voting and investment power as to these shares.  Mr. Conway’s address is c/o the Corporation, 15 Wellman Avenue, North Chelmsford, MA 01863.

(5)  Includes 23,855 shares owned by the Kathleen B. Markell Revocable Trust dated 10/24/13 for the benefit of Mr. Markell’s spouse.

(6)  Includes 900 shares owned by family trusts of which Mr. Skates is a trustee with shared voting and investment power as to these shares, as to which he disclaims beneficial ownership.

(7)  Includes 3,150 shares owned by a family trust of which Mr. Thorndike is a trustee with shared voting and investment power as to these shares, as to which he disclaims beneficial ownership.

(8) Based solely upon information provided in a Schedule 13G filed with the SEC by T. Rowe Price Associates, Inc. (“Price Associates”) on February 10, 2015.  The total shares held of 994,677 are owned by various individual and institutional investors, including T. Rowe Price Small-Cap Value Fund, Inc. (which owns 902,717 shares representing 7.8% of the shares outstanding), for which Price Associates serves as investment adviser with power to direct investments and/or power to vote the securities. Price Associates has sole dispositive power for the entire holding of 994,677 shares and has sole voting power for 82,760 shares.  The address for Price Associates is 100 East Pratt Street, Baltimore, MD 21202.

(9) Based solely upon information provided in a Schedule 13G filed with the SEC by Dimensional Fund Advisors LP (“Dimensional Fund”) on February 5, 2015. Pursuant to such report, Dimensional Fund beneficially owns 589,868 shares. Dimensional Fund has sole dispositive power for the entire holding of 589,868 shares and has sole voting power for 563,002 shares.  The address for Dimensional Fund is Building One, 6300 Bee Cave Road, Austin, TX 78746.

ITEM 1:  ELECTION OF DIRECTORS

The Board presently consists of nine members and is divided into three classes, with three directors in Class A, three directors in Class B and three directors in Class C.  Directors serve three-year terms, with one class of directors being elected by the Corporation’s stockholders at each annual meeting of stockholders.

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated for re-election as Class B directors James F. Conway III, W. Nicholas Thorndike and Kathleen Foley Curley.  With regard to Mr. Thorndike, the Board waived the 75-year age limit for independent directors pursuant to the Corporation’s Corporate Governance Guidelines.  Three Class B Directors are to be elected at the 2015 Annual Meeting.  If elected, each of the three Class B Directors will serve until the Corporation’s

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2018 Annual Meeting and until his/her successor shall have been elected and duly qualified or until his/her earlier death, incapacity, resignation or removal. Mr. Conway, Prof. Curley and Mr. Thorndike have each consented to being named as a nominee,  agreed to stand for election and agreed to serve, if elected, as a director.

Mr. Conway, Prof. Curley and Mr. Thorndike were previously elected as Directors by the stockholders.

The Board of Directors unanimously recommends a vote FOR each of the three Class B Director Nominees listed below.

(1) Member of Audit and Finance Committee

(2) Member of Nominating and Corporate Governance Committee

(3) Member of Compensation and Management Development Committee

The Board and the Nominating and Corporate Governance Committee believe that the diversity of backgrounds and breadth of experience of the current Board members together provide the Corporation with the necessary expertise and perspectives needed to guide the business.  The current Directors have experience from current or former roles at a diverse set of domestic and international companies, educational institutions and philanthropic organizations and across a broad range of disciplines.  As a result, they bring the necessary knowledge and understanding of business processes, strategies and challenges to serve as Directors of the Corporation.  In addition, each of our Directors has the requisite integrity, character, judgment, and interpersonal skills to contribute effectively to the Board and ensure excellence in the performance of its duties.

Nominees for Election as Class B Directors

Class B Directors

James F. Conway III — Mr. Conway, age 62, has been a Director of the Corporation since 1988.  Mr. Conway was elected Chairman of the Corporation on September 22, 1994 and also serves as President and Chief Executive Officer.  He had been Acting Chairman, President and Chief Executive Officer since December 1992, and President and Chief Operating Officer from 1988 to 1992. He is a Director of Enterprise Bancorp Inc. and a

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member of the Regional Advisory Board for Citizens Bank. Mr. Conway was previously elected to serve as a Class B Director until the 2015 Annual Meeting.

Mr. Conway’s qualifications for service on the Corporation’s Board include:  (1) 26 years of service as a member of Courier’s Board of Directors, including the past 20 years as Chairman of the Board and Chief Executive Officer; (2) over 35 years’ experience in the printing industry with executive level responsibility for all aspects of operations, strategic planning, and business development, and leadership positions in industry associations including Chairman of Associated Industries of Massachusetts and President of Book Manufacturers Institute; and (3) Board experience including serving as an independent Director and Chairman of the Compensation Committee for Enterprise Bank & Trust Co.

Kathleen Foley Curley — Professor Curley, age 63, has been a Director of the Corporation since 1995, and she is currently Chairperson of the Nominating and Corporate Governance Committee.  She joined Boston University School of Management as a Research Professor in 2002. She had been Senior Vice President and Chief Community Builder at Communispace Corporation from 2000 to 2002 and Executive Director of Lotus Institute since 1999.  Prior to her industry positions, she was a tenured Professor at Northeastern University College of Business Administration in Management Information Systems between 1982 and 1997. Professor Curley was previously elected to serve as a Class B Director until the 2015 Annual Meeting.

Prof. Curley’s qualifications for service on the Corporation’s Board include:  (1) extensive experience in the areas of collaborative software, knowledge management and technology strategies that contribute to business value from her positions with Communispace Corporation, Lotus Institute, and the IBM Software Group; (2) business development experience in her role as Chief Community Builder at Communispace and as Executive Director of Lotus Development Corp.; and (3) first-hand experience in the field of education through her present position and her research and work developing the educational agenda for the Institute of Global Work.

W. Nicholas Thorndike — Mr. Thorndike, age 81, has been a Director of the Corporation since 1989, and currently serves as Lead Director in meetings of the independent Directors.  He served as a Trustee of Massachusetts General Hospital from 1969 to 1999 and now serves as Honorary Trustee, and was the Chairman of the Board from 1987 to 1992 and President from 1992 to 1994.  Until December 1988, he was Chairman and Managing Partner of Wellington Management Company. Mr. Thorndike was previously elected to serve as a Class B Director until the 2015 Annual Meeting.

Mr. Thorndike’s qualifications for service on the Corporation’s Board include:  (1) extensive financial and managerial expertise as Chairman and Managing Partner of Wellington Management Company as well as past trustee of the mutual funds of Grantham, Mayo, and Van Otterloo; (2) significant executive, business and operational experience as past Chairman and as past President of Massachusetts General Hospital; (3) industry exposure as past Director of the Providence Journal Company; and (4) significant board and trustee experience, including serving as the Corporation’s Lead Independent Director.

Directors Continuing in Office

The following persons are incumbent Directors and have unexpired terms as Class A and Class C Directors as indicated.

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Edward J. Hoff — Mr. Hoff, age 59, has been a Director of the Corporation since 1989, and he is currently Chairperson of the Compensation and Management Development Committee.  He joined IBM as Vice President in 2001 and serves as a member of the IBM Senior Leadership Team, called the Growth and Transformation Team. He was President of Leadership Development Inc., a management development firm, from 1998 to 2001.  He had been a Partner at The Center for Executive Development from 1992 to 1998. Mr. Hoff was previously elected as a Class A Director to serve until the 2017 Annual Meeting.

Mr. Hoff’s qualifications for service on the Corporation’s Board include: (1) over ten years of executive experience in leadership and management development as Vice President at IBM, as President of Leadership Development Inc., and as Partner at The Center for Executive Development; (2) human resources and compensation expertise through his roles at IBM; (3) 10 years of successful entrepreneurial experience; and (4) a global perspective as a result of working for a large, multinational corporation like IBM.

Susan L. Wagner — Ms. Wagner, age 65, has been a Director of the Corporation since November 2004.  She was Vice President Global Consumer Insights for NBTY, a nutritional supplement manufacturer and distributor, from 2012 to 2015.  She joined NBTY in 2012.  She had previously been Senior Vice President, Global Strategic Insights, Johnson and Johnson Group of Consumer Companies, a position she held since September 2008.  Prior to that time she was Vice President, Strategic Insights, Pepsi-Cola Company from 2006 to 2008, Vice President of Consumer and Market Knowledge, Procter and Gamble from 2005 to 2006, Vice President of Market Research, Personal Care Group for the Gillette Company from 2002 to 2005 and Vice President of Strategic Market Intelligence, Duracell, from 1998 to 2002.  Ms. Wagner was previously elected as a Class A Director to serve until the 2017 Annual Meeting.

Ms. Wagner’s qualifications for service on the Corporation’s Board include:  (1) strategic planning experience as Vice President Global Consumer Insights for NBTY, Senior Vice President, Global Strategic Insights for Johnson and Johnson and as Vice President, Strategy and Insights for Pepsi-Cola North America; (2) marketing expertise as Vice President of Consumer and Market Knowledge for Procter and Gamble, as Vice President of Market Research for Gillette Company, and as Vice President of Strategic Market Intelligence for Duracell; and (3) a global perspective for distributing products internationally gained through working for large multinational corporations like Gillette, Procter and Gamble, Pepsi-Cola and Johnson and Johnson.

John J. Kilcullen — Mr. Kilcullen, age 55, was elected a Director of the Corporation on November 13, 2013.  He is currently President, Grass Roots Marketing & Consumer Products, United Artists Media Group, a division of MGM.  Previously, he was President, Strategic Partnerships/Ancillary Products at Hearst Productions, Inc., the President and Publisher of Billboard magazine and the Senior Vice President and Group Publisher at Nielson Business Media.  Prior to that time, he was the Chairman and CEO of IDG Books Worldwide and creator of the well-known …For Dummies brand.  He currently sits on the Board of Copyright Clearance Center and is an advisor to Bonobo and has been on the Boards of or been an advisor to several companies that have been successfully sold. He is also a guest lecturer on entrepreneurship and innovation at the Naval Postgraduate School. Mr. Kilcullen was previously elected as a Class A Director to serve until the 2017 Annual Meeting.

Mr. Kilcullen’s qualifications for service on the Corporation’s Board include:  (1) over 20 years of experience in the publishing and digital media industries; (2) extensive executive,

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business and operational experience at large and small public and private companies; and (3) Board experience on a wide variety of technology and publishing companies.

Paul Braverman — Mr. Braverman, age 65, has been a Director of the Corporation since June 2009.  He was a Partner and Chief Financial Officer of Wellington Management Company, LLP from 1986 to 2007.  Prior to that he served as Corporate Pension Manager for Digital Equipment Corporation from 1980 to 1986 and as Tax Counsel from 1977 to 1978; Director of Taxation and International Controller for Data Terminal Systems from 1978 to 1980; and Tax Manager for Arthur Young & Co. from 1973 to 1977.  He is currently a Director of Leerink Swann Holdings, LLC, Claren Road Asset Management LLC, Hartford Variable Insurance Trust, Kieger (US) Ltd., Aesir Capital Management, Trustee of Grantham, Mayo, and Van Otterloo and Co., LLC, a member of the Massachusetts General Hospital Leadership Council for Medicine and a member of the Partners HealthCare Real Estate Committee.  Mr. Braverman was previously elected to serve as a Class C Director until the 2016 Annual Meeting.

Mr. Braverman’s qualifications for service on the Corporation’s Board include:  (1) extensive financial and managerial expertise as Partner and Chief Financial Officer of Wellington Management Company and in various roles at Digital Equipment Corporation, Data Terminal Systems and Arthur Young & Co.; (2) designation as an audit committee financial expert based on his financial experience; and (3) diverse board and trustee experience through a broad range of organizations.

Peter K. Markell — Mr. Markell, age 59, has been a Director of the Corporation since November 2004.  He is Executive Vice President, Chief Financial Officer and Treasurer of Partners HealthCare System, Inc., having joined as Vice President for Finance in 1999. He had previously been a partner at Ernst & Young LLP from 1988 to 1998. He is a Director of Eastern Bank.  Mr. Markell was previously elected as a Class C Director to serve until the 2016 Annual Meeting.

Mr. Markell’s qualifications for service on the Corporation’s Board include:  (1) extensive financial and managerial expertise as Chief Financial Officer and Treasurer for Partners HealthCare System, Inc., and as Partner at Ernst & Young LLP; (2) designation as an audit committee financial expert based on his financial and accounting experience; and (3) board experience through his Director and Trustee positions and community commitment to organizations such as Eastern Bank, Boston College, Big Brother of Mass Bay, and McLean Hospital.

Ronald L. Skates — Mr. Skates, age 73, has been a Director of the Corporation since 2003, and he is currently Chairperson of the Audit and Finance Committee.  He is a private investor. From 1989 through 1999, he was President and Chief Executive Officer of Data General Corporation, a computer and storage manufacturer. He retired in 1999 when EMC Corp. acquired the company. Prior to joining Data General in 1986, Mr. Skates was a Certified Public Accountant and a partner with Price Waterhouse & Co. He is a Director of Gilbane Corporation, a privately held company, Raytheon Company and State Street Corporation. Mr. Skates is currently a Trustee of the Massachusetts General Physicians Organization and a Trustee Emeritus of the Massachusetts General Hospital. Mr. Skates was previously elected as a Class C Director to serve until the 2016 Annual Meeting.

Mr. Skates’ qualifications for service on the Corporation’s Board include:  (1) extensive business and managerial experience and skills gained as President and CEO of Data General Corporation; (2) accounting and financial expertise as Partner with Price Waterhouse & Co., as a Certified Public Accountant, and as Audit Committee Chairperson

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for Raytheon Co., State Street Corporation and the Corporation; (3) designation as an audit committee financial expert based on his financial and accounting experience; and (4) extensive board experience and broad exposure to addressing governance and strategic matters across a diverse set of industries as a Board Member at Raytheon Company, State Street Corporation and Gilbane Corporation.

CORPORATE GOVERNANCE

The Board of Directors is responsible for supervision of Management and the overall affairs of the Corporation.  The Board has delegated certain authority to committees and has adopted certain governance guidelines designed to ensure the continued excellence of the board in the performance of its duties.  The roles of the committees and the governance guidelines are discussed below.  The Corporation’s Corporate Governance Guidelines, the charters of the Nominating and Corporate Governance Committee, the Audit and Finance Committee, and the Compensation and Management Development Committee, the Corporation’s Business Conduct Guidelines, and the Environmental, Health and Safety Policy are available on the Corporation’s website at www.courier.com.  Printed copies are available free of charge by contacting General Counsel, Courier Corporation, 15 Wellman Avenue, North Chelmsford, MA 01863.

Code of Ethics

On November 4, 2003, the Board of Directors adopted, and subsequently amended on September 18, 2007, and January 25, 2012, the Courier Corporation Business Conduct Guidelines for all directors, officers and employees of the Corporation.  The Courier Corporation Business Conduct Guidelines have been posted on the Corporation’s website at www.courier.com.

Board Meetings and Committees

The Board of Directors held a total of six meetings during the fiscal year ended September 27, 2014.  The Board of Directors has established the following separately designated standing committees: an Audit and Finance Committee, a Compensation and Management Development Committee and a Nominating and Corporate Governance Committee.

Audit and Finance Committee

The Audit and Finance Committee (the “Audit Committee”) consists of Messrs. Braverman, Markell, and Skates.  Mr. Skates serves as Chairperson of the Audit Committee. The Board of Directors has determined that Messrs. Skates, Markell, and Braverman each meet all of the qualifications of an Audit Committee Financial Expert, as defined in Item 407(d)(5) of Regulation S-K under the Securities Exchange Act of 1934.  All the members of the Audit Committee are “independent”, under the rules of the NASDAQ Global Select Market (“NASDAQ”) and the Commission.  The functions of the Audit Committee include appointment and oversight of independent auditors for the Corporation; determination of compensation payable to the independent auditors; consultation with the Corporation’s independent auditors regarding the plan of audit; review, in consultation with the independent auditors, of their audit report and management letter; and review of reports and recommendations of the Corporation’s internal audit department. The Audit Committee has established procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters.  These procedures, along with the Audit Committee Charter are available

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to stockholders on the Corporation’s website at www.courier.com. The Audit Committee held four meetings during the last fiscal year.  A part of each of the meetings was held with representatives of the Corporation’s independent auditors outside of the presence of management.  The Audit Committee also met separately with the Corporation’s internal audit manager.

Compensation and Management Development Committee

The Compensation and Management Development Committee (the “Compensation Committee”) consists of Messrs. Braverman, Hoff, Kilcullen, Markell, Skates, and Thorndike, Ms. Wagner and Professor Curley.  Mr. Hoff serves as Chairperson of the Compensation Committee.  All the members of the Compensation Committee are “independent” under the rules of NASDAQ and the Commission.  The Compensation Committee administers the Corporation’s executive compensation programs and approves the compensation of executive officers.  The Compensation Committee Charter is available to stockholders on the Corporation’s website at www.courier.com.  The Compensation Committee meets annually in November to formally review executive compensation and may meet at other times during the year on compensation matters.

At its meeting in November of each year, the Compensation Committee reviews compensation data provided by the Vice President of Human Resources to establish compensation targets for the executives for the upcoming fiscal year.  As part of the process of setting executive compensation targets, the Compensation Committee reviews the following:

·                  Total Compensation earned by the Chief Executive Officer (“CEO”) and each executive for the prior three fiscal years and potential future payments under long-term plans and change in control arrangements.

·                  Compensation data of other companies of similar size or in similar industries as the Corporation.  For fiscal year 2014, the Compensation Committee reviewed compensation data of executives from our peer group, which consisted of Barnes & Noble, Inc.; Ennis, Inc.; RR Donnelley & Sons Company; Quad/Graphics, Inc.; Scholastic Corporation; The Standard Register Company; and John Wiley & Sons, Inc.; and survey data as provided through The Survey Group 2013 Management Compensation Survey, which is a survey of compensation from 260 New England-based companies, reported on an aggregate basis based on size, industry, and geographic location without reference to company names.  The Corporation only benchmarks compensation against the peer group.

The Compensation Committee establishes and approves base salary, cash bonus amounts, and long-term incentives, including stock options and restricted stock awards, to the CEO and other executives as part of their compensation package.  The Compensation Committee also sets the performance targets for the new fiscal year’s performance-based incentive plans.

In addition, at its November meeting each year, following its review of the prior fiscal year’s operating results, the Compensation Committee approves cash bonus awards earned under our Executive Compensation Program for the fiscal year just ended.

Management’s Role in the Compensation-Setting Process.  The CEO provides his evaluation of the performance of the other executives to the Compensation Committee.  He recommends salary, non-equity incentive compensation, and equity compensation for the other executives, and recommends the business performance targets and objectives for

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approval by the Compensation Committee in connection with incentive compensation plans.  The CEO does not participate in discussions of his compensation by the Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee (the “Nominating Committee”) consists of Messrs. Braverman, Hoff, Kilcullen, Markell, Skates, and Thorndike, Ms. Wagner and Professor Curley.  Professor Curley serves as Chairperson of the Nominating Committee.  All the members of the Nominating Committee are “independent” under the rules of NASDAQ.  The Nominating and Corporate Governance Committee Charter is available to stockholders on the Corporation’s website at www.courier.com.

The Nominating Committee, on behalf of the Board of Directors, is responsible for identifying individuals qualified to become Board members and recommending to the Board Director nominees for election, including nominees to be elected or reelected as Directors at each annual meeting of stockholders, as more fully detailed in the Nominating Committee charter.  The Nominating Committee also periodically reviews and monitors the Corporation’s performance against the Corporate Governance Guidelines established by the Nominating Committee.  Each of the Directors is in compliance with the stock ownership requirements set forth in the Corporate Governance Guidelines.

To fulfill its responsibility to recruit and recommend to the full Board nominees for election as Directors, the Nominating Committee reviews the composition of the full Board to determine the qualifications and areas of expertise needed to further enhance the composition of the Board and works with management in attracting candidates with those qualifications.

·                  The Nominating Committee looks for nominees to have the highest personal and professional integrity, demonstrated exceptional ability and judgment, and effectiveness in serving the long-term interests of the stockholders as a member of the Board.

·                  The Nominating Committee may consider whether the nominee has direct experience in the printing or publishing industry or in the markets in which the Corporation operates and whether the nominee, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience.

·                  The Nominating Committee must ensure that the Board has sufficient “independent” directors (as defined under NASDAQ’s rules) and sufficient “audit committee financial experts” on the Board to satisfy all applicable rules of NASDAQ and the Commission, including rules regarding the composition of certain committees of the Board.

·                  The Nominating Committee considers the number of other boards of public companies on which a candidate serves under our Corporate Governance Guidelines.

The Nominating Committee considers candidates for Director suggested by our stockholders, provided that the recommendations are made according to the procedures and within the time periods required under our By-laws.  Stockholder nominees whose

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nominations comply with these procedures and who meet the criteria outlined above, in the Nominating Committee’s Charter, and in our Corporate Governance Guidelines, will be evaluated by the Nominating Committee in the same manner as the Nominating Committee’s nominees.

In January 2015, the Nominating Committee recommended that each of Messrs. Conway and Thorndike and Prof. Curley be nominated for election to serve as a Class B Director until the Corporation’s 2018 Annual Meeting.  The Nominating Committee held no meetings during the last fiscal year; Board of Directors’ nominees were approved at a meeting of the Board of Directors.

Board Leadership Structure

The Board believes that the most effective leadership structure for the Corporation at this time is one with a combined Chairman and CEO, coupled with an independent Lead Director.  The Board believes that combining these roles benefits the Corporation by providing a clear and consistent strategic focus and facilitating the execution of strategies in the short and long terms.  The current Chairman and CEO has a long and proven track record in his current role and many decades of experience in the printing and publishing industries.  By combining the roles, he is better able to negotiate with the Corporation’s major customers who value a single unified decision maker and respond nimbly to their changing business needs and objectives.  The open communications between our Chairman and the rest of the Board keeps the Board informed of significant enterprise risks and major developments in operations.  Taken together with an experienced Lead Director like Mr. Thorndike, the Board believes that the structure is currently optimal for the Corporation.

The Board created the position of Lead Director to strengthen independent Board oversight.  Pursuant to the Corporation’s Corporate Governance Guidelines, since our Chairman is also the CEO, the Lead Director is required to be independent and is elected by a majority of the independent Directors.  The Lead Director is charged with presiding over executive sessions of the Corporation’s independent Directors.  The Lead Director is also responsible for liaising with the Chairman on matters raised by the independent Directors and providing input on agendas and information presented to the Board.

Risk Management

The Corporation’s senior management is charged with assessing and managing the Corporation’s exposure to risk on a day-to-day basis.  Many controls and processes to mitigate and control risk are embedded in the Corporation’s operations.  The Board is primarily responsible for overseeing management in the execution of its responsibility and for evaluating the Corporation’s approach to risk management.  The Board exercises this responsibility in the course of its meetings and through its Committees.  As part of its periodic review of Management’s recommendations on the budget and guidance for upcoming fiscal periods, the Board requires Management to review the significant risks and assumptions underlying Management’s recommendations.  The Board is then able to assess and provide input on whether Management has appropriately identified and considered the risks to the Corporation’s business and prospects.  In addition, as part of any commitment of capital for capital expenditures or acquisitions or in connection with any financings or other strategic transactions, the Board considers enterprise risk as part of its deliberations of those matters.  The Board’s committees take the lead on certain areas of risk within their area of expertise or responsibility.  The Audit Committee plays a significant role in monitoring risk from a financial perspective, which may include oversight of

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Management’s use of hedging and derivative instruments, interest rate exposure, access to capital and capital structure.  The Audit Committee also focuses on risk associated with audit and reporting matters, using the Corporation’s internal and external auditors to confirm the robustness and verify the effectiveness of the Corporation’s disclosure controls and procedures and internal controls over financial reporting.  The Compensation Committee focuses on risk as it relates to compensation and works to ensure that management is not incented to take unreasonable risk as a result of the Corporation’s compensation structure.

Participation at Meetings

Each Director attended at least 75% of the total number of meetings held by the Board of Directors and each committee on which he or she served during fiscal year 2014. Directors are encouraged to attend our annual meeting, and a majority of the Directors did attend the 2014 Annual Meeting.  Messrs. Hoff, Thorndike, Skates and Ms. Wagner, who had conflicting business commitments, did not attend the 2014 Annual Meeting.

Contacting Members of the Board of Directors

The policy of the Board of Directors is that stockholders of the Corporation may contact the Board of Directors, including the Chairman of the Board, the independent Directors as a group, or any individual Director, by writing to the Board of Directors c/o, Courier Corporation, Attention: Rajeev Balakrishna, Compliance Officer, 15 Wellman Avenue, North Chelmsford, MA 01863.  Such writing must clearly specify the name of the individual Director or group of Directors to whom such writing is addressed.

If you wish to contact the Audit Committee to report complaints or concerns regarding accounting, internal accounting controls or auditing matters, write to the Compliance Officer, Courier Corporation, 15 Wellman Avenue, North Chelmsford, MA 01863.  Reports may be made anonymously.

We recommend that all correspondence be sent via certified U.S. mail, return receipt requested.  All such correspondence received in this manner will be forwarded to the relevant director or group of directors or other addressee.

Director Independence

The Board of Directors has determined that each of Messrs. Braverman, Hoff, Kilcullen, Markell, Skates and Thorndike, Ms. Wagner and Prof. Curley is an “independent director” in accordance with the corporate governance rules of NASDAQ.  Therefore, the Corporation currently has a majority of “independent directors.”

Meetings of Independent Directors

Independent directors of the Corporation regularly meet in executive session outside the presence of management.  The Lead Director, Mr. Thorndike, presides over these meetings.  Any interested parties who wish to make their concerns known to the independent directors may avail themselves of the procedures listed above in the section of this Proxy Statement entitled “Contacting Members of the Board of Directors.”

Related Party Transactions

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Under the terms of the Audit Committee charter and its Business Conduct Policy, information about transactions involving related persons are reviewed by the independent directors of the Corporation.  Related persons include, among others, the Corporation’s directors and executive officers, as well as immediate family members of directors and officers.  If the determination is made that a related person has a material interest in any transaction of the Corporation, then the Corporation’s independent directors would review, and if it were in the best interests of the Corporation, approve or ratify it.  In addition, the transaction would be required to be disclosed in accordance with the Commission’s rules.  There were no related party transactions in fiscal 2014.

Directors’ Compensation

The Corporation paid its non-employee directors (Messrs. Braverman, Hoff, Kilcullen, Markell, Skates and Thorndike, Prof. Curley and Ms. Wagner) an annual retainer of $40,000 for calendar year 2014.  During fiscal year 2014, for any meeting in which they participated, they also received meeting fees of $2,500 per meeting of the Board of Directors or $1,250 for any such meeting held by phone and lasting less than one-half hour, and $1,250 for any committee meeting of the Board of Directors or $625 for any such meeting held by phone and lasting less than one-half hour. The Corporation paid annual retainer fees to non-employee directors who serve as Chairpersons of Committees of the Board of Directors as follows:  Compensation Committee, $12,500; Audit Committee, $15,000; and Nominating Committee, $7,500, and committee member retainer fees of $5,000 for Nominating Committee, $10,000 for Compensation Committee, and $10,000 for Audit Committee.  Non-employee directors may receive additional fees for service on executive, strategic initiative, stockholder value and other special committees that the Board of Directors may from time to time establish.  Total compensation earned for fiscal 2014 for each of the non-employee directors is detailed in the table below.

For fiscal 2014, the non-employee directors were allowed, at their election, to receive all or one-half of their annual retainer fees for services as Directors and as Chairpersons of Committees (“annual retainer fees”) in the form of stock units or shares of Common Stock pursuant to the Corporation’s 2010 Stock Equity Plan (the “Stock Equity Plan”).  In calendar year 2014, an aggregate of 17,363 shares were awarded to the following Directors who elected to receive shares in lieu of their annual cash retainer:  Mr. Braverman, 3,612 shares; Mr. Hoff, 3,194 shares; Mr. Markell, 3,612 shares; Mr. Skates, 3,889 shares; and Mr. Thorndike, 3,056 shares.  In addition, all non-employee directors received a restricted stock grant of approximately $50,000 based on the closing stock price on the day preceding the date of grant.  The restricted stock grants were for 2,844 shares of Common Stock each, or an aggregate of 22,752 shares, and they vest in equal amounts annually over a three-year period.

Directors’ Compensation Table - 2014

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(1)         This column includes Board and Committee meeting fees paid in cash.  It also includes annual retainers and committee retainers, as described above.

(2)         This column reflects the value of the stock grants that were awarded to those Directors who chose to receive all or part of their annual retainer and committee retainer in shares of stock, as described above.

(3)         This column reflects the aggregate grant date fair value of the annual restricted stock awards granted on January 21, 2014.

Non-employee directors had the following aggregate stock options outstanding at the end of fiscal 2014:

The non-employee directors do not receive non-equity incentive plan compensation, pension, or non-qualified deferred compensation, nor do they receive any other form of compensation.  They did not receive stock option awards during fiscal year 2014.  Therefore, the columns titled “Non-Equity Incentive Plan Compensation”, “Change in Pension Value and Non-qualified Deferred Compensation Earnings”, “All Other Compensation” and “Option Awards” were intentionally omitted from the Directors’ Compensation table.

AUDIT COMMITTEE REPORT

The primary purpose of the Audit Committee is to assist the Board of Directors in its general oversight of the Corporation’s financial reporting process.

Management is responsible for the preparation, presentation, and integrity of the Corporation’s financial statements, accounting and financial reporting principles, internal controls, and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations.  The Corporation’s independent auditors, Deloitte & Touche LLP, are responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

The Audit Committee has reviewed and discussed the audited financial statements of the Corporation for the fiscal year ended September 27, 2014 with the Corporation’s management and has discussed with Deloitte & Touche LLP the matters required to be discussed by Statement on Auditing Standards No. 61 as amended, “Communication with Audit Committees”.  In addition, Deloitte & Touche LLP has provided the Audit Committee with the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning

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independence.  Finally, the Audit Committee has discussed with Deloitte & Touche LLP such firm’s independence.

Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended September 27, 2014, for filing with the Securities and Exchange Commission.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy

The goals of our Executive Compensation Program are to:

·                  attract and retain high quality management talent and to motivate them to build and sustain value for stockholders;

·                  provide aggregate compensation opportunities that, when performance goals are achieved, will be comparable to those provided by other companies with revenues and operating characteristics similar to us; and

·                  establish for employees in management positions a significant performance-based compensation structure through incentive pay plans that do not encourage the taking of unreasonable risk.

Our Executive Compensation Program is designed to accomplish these goals by providing an annual incentive to motivate executives to achieve our annual earnings goals and two long-term incentives tying executives’ compensation to the results of the business decisions they make and to the creation of stockholder value over the long term.

On January 21, 2014, 93% of the stockholders of the Corporation approved the advisory vote, known as “say-on-pay”, on the compensation of the Corporation’s Named Executive Officers as disclosed in the Corporation’s Proxy Statement dated December 10, 2013.  During fiscal year 2014, no changes were made to our Executive Compensation Program.

Compensation Elements

The cash- and stock-based, short- and long-term components of our Executive Compensation Program begin with a total compensation amount established for each executive officer.  In determining total compensation amounts, the Compensation Committee considers the following:

·                  compensation data of companies of a similar revenue size, in similar markets and in regional areas in which we compete for executive talent.  Those companies are listed above on page 10.  However, there is no attempt to benchmark total compensation of executive officers to particular levels (e.g., median, salary midpoint) within the survey group data.  The Compensation Committee reviews the compensation data to make sure that the total compensation paid to our executives remains competitive.

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·                  the total compensation earned by executives over the past three years as provided to the Compensation Committee.  The total compensation information provides confirmation to the Compensation Committee that our compensation program is indeed performance-based.

·                  the Corporation’s initiatives for the new fiscal year, and the challenges in achieving those initiatives.

·                  the performance of our executives and the company as a whole.

·                  individual job responsibilities of our executives.

Our Executive Compensation Program is designed such that three of the four compensation components are variable; therefore, total compensation can fluctuate significantly year-to-year if performance targets are exceeded, achieved, or not attained.  In addition, our Program is designed to ensure that executives are not encouraged to take excessive or unreasonable risks by balancing short- and long-term incentives and by avoiding incentives based solely on sales or revenue targets.  Executives are also required to meet certain equity ownership levels pursuant to the Corporation’s Corporate Governance Guidelines.

Total compensation, as defined in our plan, is comprised of a fixed pay component, which is base salary, and up to three variable pay components, which consist of an annual cash bonus, a long-term stock incentive, and a long-term performance incentive.  The Compensation Committee uses as a guide a target pay mix for the four compensation components.  For the CEO, the target pay mix is 45 percent in fixed pay, 20 percent in annual cash bonus, 20 percent in the long-term stock incentive, and 15 percent in a long-term performance incentive.  For the other executive officers, the target pay mix is 50 percent in fixed pay, 20 percent in annual cash bonus, 15 percent in the long-term stock incentive, and 15 percent in the long-term performance incentive. The Compensation Committee believes it is reasonable and appropriate for executive officers to have at least half of their total compensation in the form of variable pay. The Compensation Committee further believes it is appropriate for the CEO to have a higher percentage of his total compensation in the form of variable pay because of the importance of his role to grow the Corporation and increase total stockholder returns.  The actual pay mix among all of these components may fluctuate year to year among individual executives.

After a review of total compensation as described under “Compensation Elements” above, at its meeting in November 2013, the Compensation Committee approved no increase in the four pay components for the Chief Executive Officer and the Corporation’s other Named Executive Officers for fiscal 2014.

There is some disparity between the total compensation paid to our Chief Executive Officer and the two other named executive officers.  This is primarily because Mr. Conway has a long tenure as the chief executive and because of the importance of his role to grow the Corporation and increase total stockholder value.

1.  Base Salary.  The base salary is designed to compensate executives for fulfilling their job responsibilities, their expected contribution to our performance, and to aid in their attraction and retention.

2.  Annual Cash Bonus.  The annual cash bonus is intended to promote the achievement of our business goals and annual earnings objectives, and is entirely based on quantitative objectives established by the Compensation Committee at its November meeting.  An “annual cash bonus target” is set by the Compensation Committee for each executive for the fiscal year, which corresponds to an earnings target.  If the earnings target

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is met for the fiscal year, the executive earns his annual cash bonus target for the year.  The cash bonus plan provides for the actual amount of annual cash bonus awards to vary from 0 percent of target to 200 percent of target depending on the Corporation’s actual earnings for the fiscal year.  No annual cash bonus is earned unless a minimum earnings threshold is achieved, at which an executive earns 25 percent of the annual cash bonus target.  Earnings targets are set in 25 percent increments, from 25 percent to a maximum of 200 percent, at which an executive may earn that percentage of his annual cash bonus target based on the earnings target.

One hundred percent of the fiscal 2014 annual bonus of the CEO and other named executives was based on achieving the earnings per share target for the Corporation.  Earnings is a key measure that we use to measure our performance year to year.  Therefore, the Compensation Committee believes it is appropriate to use an earnings per share measure for the annual cash bonus.

The earnings targets for fiscal 2014 are listed below.  The earnings per share target at 100 percent is consistent with the guidance provided to stockholders for fiscal 2014.  For purposes of determining whether the earnings per share set forth below are achieved, the Compensation Committee, acting in its discretion, adjusts for transactions or events occurring during the fiscal period which it deems to be unusual and non-recurring.

Based on our performance in fiscal 2014, each of the CEO and the other named executives earned 75 percent of their annual cash bonus target because the 75 percent earnings per share threshold target was achieved.

Earnings targets for the fiscal 2015 annual cash bonus will continue to be based on earnings per share.

The decrease in total compensation earned for 2014 compared to the prior fiscal year of 2013 listed in the Summary Compensation Table on page 23 is primarily the result of lower bonus awards earned in fiscal 2014 compared to fiscal 2013.  The increase in total compensation earned for 2013 compared to the prior fiscal year of 2012 is primarily the result of (1) higher bonus awards earned in fiscal 2013 compared to fiscal 2012; and (2) no stock awards being granted in fiscal year 2012.  Stock awards attributed to the executives’ fiscal year 2012 compensation were made in September 2011, and therefore are listed in the Summary Compensation Table under awards made in fiscal year 2011.  In addition, the amount paid as salary as reported in the Summary Compensation Table for fiscal year 2012 contains 53 weeks of salary, consistent with that year’s 53-week fiscal year period, compared to the 52-week fiscal year of 2013 and 2014.

Change in Control.  In the event we undergo a change in control, executives are entitled to receive a pro rata portion of their annual cash bonus target.  It is the Compensation Committee’s belief that making such awards pro rata based on the elapsed time period and target amount is a fair and reasonable manner in which to treat executives who, as a result of the change in control, may not have the opportunity to earn all of this incentive.

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3.  Long-Term Stock Incentive (“LTSI”).  The LTSI is comprised of awards of stock options and restricted stock made under the Courier Corporation 2011 Stock Option and Incentive Plan approved by stockholders in January 2011. The Compensation Committee believes that stock-based awards closely align the interests of the executive officers with those of our stockholders.  The value of stock option awards cannot be realized unless an appreciation in the price of our Common Stock occurs over a number of years.  Similarly, the value of restricted stock awards will fluctuate with the value of our Common Stock.  We use a mix of options and restricted stock in order to manage the amount of shares awarded and minimize stockholder dilution.

Stock Option Awards.  A portion of the compensation value under the LTSI is delivered in the form of stock options.  The Compensation Committee uses the Black-Scholes option-pricing model to determine the number of shares that correspond to the compensation value to be delivered through a stock option.  The Compensation Committee awards the stock option with an exercise price equal to the fair market value of the Corporation’s Common Stock on the date of the award.  Historically, the Compensation Committee has granted stock option awards with a five-year term. Beginning in fiscal year 2013, stock option awards are granted with a ten-year term.  The Compensation Committee believes a ten-year period allows executives more opportunity to exercise options after the shares vest.  Stock option awards granted as part of the LTSI vest in equal amounts annually over a three-year period.  Vesting of awards may be accelerated by the Compensation Committee in its sole discretion.

Restricted Stock Grants.  The remaining balance of the compensation value to be delivered under the LTSI is awarded as a restricted stock grant which vests in full on the third anniversary of the date of the grant. Vesting of grants may be accelerated by the Compensation Committee in its sole discretion.  Executives receive dividends on unvested shares during the restricted period in the same amount and manner as are paid to all stockholders.  In addition, we provide tax assistance to the executive equal to 30 percent of the taxable value realized upon vesting of the restricted stock grant in order to encourage our executives to retain their shares of our Common Stock rather than sell them to meet tax obligations that result from the vesting.  The value of a restricted stock grant is determined by taking the stock price on the date of the grant and multiplying by 1.3 to reflect the value of the tax assistance.  As a result, the tax assistance does not increase the compensation value being delivered but rather is reflected in the number and value of the restricted shares being delivered.

Awards for fiscal year 2014 were granted at the Compensation Committee’s November 2013 meeting.  Ten percent of the LTSI was delivered as stock options and 90 percent was delivered as a restricted stock grant.  Through this combination of stock option and restricted stock grant awards, the Compensation Committee was able to deliver the compensation value to the executives while minimizing stockholder dilution and ensuring there would be a sufficient number of shares available in the Courier Corporation 2011 Stock Option and Incentive Plan for future years’ awards.

In addition to the LTSI awarded under the Executive Compensation Program, the Compensation Committee may also make discretionary stock awards for special purposes.  No discretionary awards were made to executives for fiscal year 2014.

Change in Control.  If we should undergo a change in control, all outstanding restricted stock grants for the executives will vest and all outstanding stock options will become fully exercisable.  It is the Compensation Committee’s belief that accelerating such

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awards is a fair and reasonable manner in which to treat executives who, as a result of the change in control, could otherwise forfeit the value of these incentives.

4.  Long-Term Performance Incentive (“LTPI”).  The LTPI is a cash award earned by executive officers based upon our achieving an average return on asset (ROA) target over a three-year performance period as compared against our peer group’s average ROA over a comparable three-year performance period, excluding transactions or events occurring during the fiscal period, for both the Corporation and its peers, that the Compensation Committee, acting in its discretion, deems to be unusual or non-recurring.  The Compensation Committee believes that the three-year ROA measure is an effective way to encourage executives to manage our operations responsibly and to invest in our business wisely so that our ROA exceeds the performance of our industry peers over the long-term. ROA is a financial measure typically used in industries where investments in equipment are a critical component of performance.

The LTPI earned at the close of fiscal 2014 is the 2012 LTPI, which covers the three-year performance period of fiscal 2012, 2013, and 2014.  The award is earned if our average ROA for this period exceeds by 5 percent or more our peer group’s average ROA for the comparable period.  Our average ROA for this three-year period was 5.3 percent and our peer group’s average ROA for the comparable period was 3.1 percent.  Therefore, the 2012 LTPI was earned as our average ROA exceeded our peer group’s average by more than 5 percent.

The 2012 LTPI awards were approved at the Compensation Committee’s November 2014 meeting and paid out soon thereafter.  The 2013 LTPI which covers the three-year period of fiscal 2013, 2014, and 2015, and the 2014 LTPI which covers the three-year period of fiscal 2014, 2015, and 2016 will be earned if our average ROA exceeds by 5 percent or more our peer group’s average ROA for the comparable three-year periods.

Change in Control.  In the event we undergo a change in control, executives are entitled to receive a pro rata portion of their target LTPI awards.  It is the Compensation Committee’s belief that making such awards pro rata based on the elapsed time period is a fair and reasonable manner in which to treat executives who, as a result of the change in control, may not have an opportunity to earn these incentives.

Other Benefits and Perquisites

Executives generally receive the same healthcare benefits, life and disability insurance, and vacation benefits as other employees.  The executives participate in the same manner as all employees in the Courier Profit Sharing and Savings Plan, which is our retirement plan.  The plan provides all non-union employees with a 401k savings feature, a company matching contribution, and an annual profit sharing contribution.

We provide executives with certain limited perquisites and other personal benefits that the Compensation Committee believes are reasonable and appropriate for attracting and retaining executives for key positions.  Executives receive a monthly car allowance, with Mr. Conway receiving a car allowance of $1,641 per month and the other named executive officers receiving an allowance of $1,373 per month.  This amount is normally adjusted annually in January by the same percentage as the percentage increase, if any, in the annual IRS mileage reimbursement rate. Messrs. Conway, Folger, and Balakrishna participate in the Courier Corporation Deferred Compensation Program, which is a non-qualified, unfunded plan that provides for an annual award.  The annual award is the difference between what our annual profit sharing contribution would have been but for

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the IRS-mandated compensation maximum and the actual profit sharing contribution made to the participant’s account in the Courier Profit Sharing and Savings Plan for the plan year (which is a calendar year).  Interest is credited annually based on the investment return of one of four mutual funds within the Courier Profit Sharing and Savings Plan that the participant elects prior to the beginning of the plan year.  Messrs. Conway, Folger, and Balakrishna make no contributions to the plan.

Senior Executive Severance Program

Our Board of Directors determined that it is appropriate to reinforce and encourage the continued attention and dedication of senior members of our management to their assigned duties without distraction in potentially disruptive circumstances arising from the possibility of a change in control.  In December 2005, the Board of Directors approved the Amended and Restated Senior Executive Severance Program which sets forth the severance compensation which we will pay to certain executives in the event that the executive’s employment with us terminates under certain circumstances if we should undergo a change in control.

Messrs. Conway, Folger, and Balakrishna are participants in our Senior Executive Severance Program (the “Severance Program”).  In accordance with the Severance Program, if we should undergo a “change in control,” as defined in the Severance Program, while one of these individuals is an employee, and his employment is subsequently terminated for reasons other than death, disability, or termination for cause, he shall be entitled to a severance payment as well as continuation of participation in our group health plan until the end of the second calendar year following the year of termination; for example, if an executive officer’s employment is terminated mid-year, then he shall be entitled to receive benefits through December 31 of that year plus an additional 2 calendar years.

The occurrence or potential occurrence of a change in control transaction creates uncertainty regarding the continued employment of executive officers; and often times, such transactions are immediately followed by significant organizational changes, especially at the senior officer level.  In order to encourage executive officers to remain with us to create stockholder value and to obtain the highest value possible should we be acquired in the future, we have agreed to provide the severance benefits described above should their employment be terminated following the transaction.  In order to give the executives comfort that the obligations under the Severance Program will be fulfilled by any acquirer, we have provided for payment of severance benefits on termination by the executive for “good reason” (e.g., as a result of changes in title, responsibilities or salary), and which includes termination by the individual for any reason during a 30-day window commencing on the first anniversary of the change in control.  We provided this window period whereby the executive can resign and receive his severance to encourage the executive to remain employed for at least one year after the transaction to provide transition assistance to the acquirer.  No tax gross-up payment is provided under the Severance Program because of cost considerations.  It is the Compensation Committee’s belief that the benefits provided under our Severance Plan are consistent with severance benefits provided by other companies of similar size and in similar industries as us.

Employment Agreements

We have not entered into an employment agreement with any executive.

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Tax Deductibility of Compensation

In its deliberations, the Compensation Committee considers ways to maximize deductibility of executive compensation, but nonetheless retains the discretion to compensate executive officers at levels the Compensation Committee considers commensurate with their responsibilities and achievements.  We have not adopted a policy that all executive compensation be fully deductible.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

We, the Compensation Committee of the Board of Directors of Courier Corporation, have reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management.  Based on such review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement for the fiscal year ended September 27, 2014.

Compensation Committee of the Board of Directors

Summary Compensation Table

The following narrative, table, and footnotes describe the “total compensation” earned during fiscal 2014 by our Named Executive Officers (“executives”).  Biographies of the executives can be found in the Annual Report on Form 10-K and its Amendment No. 1 on Form 10-K/A and are hereby incorporated by reference.

The table discloses compensation information for the Chief Executive Officer, James F. Conway III, and the Chief Financial Officer, Peter M. Folger.  The table may disclose up to the next three highest paid other executives; the Corporation has one other executive, who is Senior Vice President and General Counsel, Rajeev Balakrishna.

The table discloses the salary of each executive.  “Salary” is base salary paid during the fiscal year before salary reduction contributions to health insurance plans and to the Courier Profit Sharing and Savings Plan.

The amounts reported under the headings, “Stock Awards”, and “Option Awards” reflect the grant date fair value computed in accordance with FASB ASC Topic 718 of awards of restricted stock and stock options granted to the Named Executive Officers in the fiscal year indicated.  Grants of restricted stock and stock options are explained in detail in the “Compensation Discussion and Analysis” section above.

Amounts listed as “Non-Equity Incentive Plan Compensation” were earned in fiscal 2014 under the annual cash bonus for 2014 and the fiscal year 2012 LTPI for the three-year performance period ended September 27, 2014, as described more fully in the “Compensation Discussion and Analysis” section above.  These amounts were approved for payment by the Compensation Committee on November 12, 2014, and paid shortly thereafter.  We have omitted the column with the heading, “Change in Pension Value and

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Non-Qualified Deferred Compensation Earnings,” as we do not consider the interest credited under the Deferred Compensation Plan as above market.

Amounts listed under the heading, “All Other Compensation”, show the combined value of the executive’s perquisites, such as automobile allowance, tax assistance on amounts taxable as compensation as a result of vesting of restricted stock grant awards, company contributions to the Courier Profit Sharing and Savings Plan and the Deferred Compensation Plan, and group-term life insurance premiums.

Summary Compensation Table — 2014

(1)         The amounts reflect the grant date fair value computed in accordance with FASB ASC Topic 718 of awards of restricted stock granted to the Named Executive Officers in the fiscal year indicated.

(2)         The amounts reflect the grant date fair value computed in accordance with FASB ASC Topic 718 of awards of stock options granted to the Named Executive Officers in the fiscal year indicated. Refer to note F to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended September 27, 2014, for a discussion of the relevant assumptions used in calculating the value.

(3)         Awards of Non-Equity Incentive Plan Compensation were earned under the annual cash bonus for 2014 and the fiscal year 2012 Long-term Incentive Plan as provided in the following chart:

(4)         The table below presents an itemized account of “All Other Compensation” paid in 2014 to or on behalf of the executives in accordance with the Commission’s rules and regulations.

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All Other Compensation

(a)         Amounts listed are the value of executive’s perquisites which consists entirely of an automobile allowance.

(b)         Amounts listed represent the tax assistance paid upon the vesting of the restricted stock award, equal to 30 percent of the amount that is taxable as income to the executive for the fiscal year.

(c)          Represents amount paid to the profit sharing and 401k matching contribution accounts in the Courier Profit Sharing and Savings Plan and contributions that were credited to the Deferred Compensation Plan in fiscal 2014.

(d)         Company cost of group-term life insurance premiums.

Grant of Plan-Based Awards

During fiscal 2014, the Compensation Committee granted the following plan-based awards:

·                  An annual cash bonus, subject to minimum earnings performance thresholds for fiscal 2014.

·                  The 2014 LTPI, to be earned at the end of a three-year performance period (fiscal 2014, 2015, and 2016), subject to the Corporation exceeding by 5% or more its peer group’s three-year average ROA.  Since a three-year long-term performance incentive is normally granted each year, there are three overlapping long-term performance incentive awards outstanding at any time.

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Grant of Plan-Based Awards — 2014

(1)         The amounts shown for the Annual Cash Bonus for fiscal 2014 are the range of payouts that may be earned.  If the minimum earnings threshold is met, the payout amount is 25 percent of the target bonus, as shown in the “Threshold” column above. If the minimum earnings threshold is not met, the payout amount is $0.  The amount in the “Maximum” column reflects the maximum payout under the annual cash bonus program, which is 200 percent of the amount shown in the “Target” column.  The target amount for the LTPI may be earned at the end of the three-year performance period of fiscal 2014, 2015, and 2016, as described in the Compensation Discussion and Analysis section above.  These amounts were approved by the Compensation Committee on November 13, 2013.

(2)         Amounts shown in “All Other Stock Awards” column reflect shares of restricted stock granted in fiscal 2014.  Awards vest in full on the third anniversary of the date of grant.  Dividends are paid on shares of restricted stock, when and if declared, at the same rate as paid to all stockholders.

(3)         The amounts shown in the “All Other Option Awards” column reflect stock options granted in fiscal 2014, which are for a term of ten years and vest in equal amounts annually over a three-year period.

(4)         The stock option exercise price is the closing price of our Common Stock on the date of grant.

(5)         The grant date fair value for awards is calculated as follows:  (a) for restricted stock, by multiplying the number of shares granted by the closing price of our Common Stock on the date of the award; and (b) for option awards, by using the Black-Scholes option pricing model, as described in Note N of the Corporation’s audited financial statements for fiscal 2014 included in the Corporation’s Annual

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Report on Form 10-K for the year ended September 27, 2014.  This value does not reflect estimated forfeitures or awards actually forfeited during the year or tax assistance on grants when they vest.  The actual value, if any, that will be realized upon the exercise of an option will depend upon the difference between the exercise price of the option and the market price of our Common Stock on the date the option is exercised.  The actual value realized by the executive with respect to a grant of restricted stock depends on the market value of the shares when the executive sells the shares after the shares have vested.

Outstanding Equity Awards at Fiscal Year-End — 2014

The following table sets forth information concerning stock options and stock awards which were outstanding as of September 27, 2014: