Document

DEF 14A 1 fy2021proxystatement.htm DEF 14A Document

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. )

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Deluxe Corporation
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


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PROXY STATEMENT

and notice of annual meeting of shareholders

Wednesday, April 27, 2022 at 10:00 a.m. Central Daylight Saving Time

www.virtualshareholdermeeting.com/DLX2022

March 14, 2022

Dear Deluxe shareholders,

This past year, Deluxe continued our historic transformation into a Trusted Payments and Business Technology™ company. In our transformation process, we strive to exceed our customers’ expectations, using our solutions, platforms, expertise, and service excellence to accelerate our growth. We are extremely proud of the incredible progress Deluxe made in 2021, and we remain steadfast in our commitment to our customers, putting their needs first and foremost in our daily actions.

Our 2021 results demonstrate that we are executing well on the vision we laid out in 2019:

1.We reported sales-driven growth for the first time in nearly a decade. Our go-to-market model, One Deluxe, drives our success. We focus on the customers and understand their challenges. We look at each customer holistically, bringing the right solutions from across the entire Deluxe portfolio. This model works. All four segments grew in the fourth quarter, and we experienced record cross-selling performance.

2.We solidified our status as a payments company with the addition of First American, the largest acquisition in our history. First American has a scaled merchant payments platform (credit and debit card acceptance). With First American, Deluxe is now a top ten U.S. non-bank merchant acquirer, and early results have exceeded our expectations. Deluxe brought First American into our One Deluxe sales model, materially accelerating First American’s growth.

3.We improved new product innovation and development, creating and introducing multiple new products, several growing 50% or more per year.

4.We completed our technology platform modernization across our customer relationship management, human resources, and corporate networking systems, and we anticipate completing our migration to a common enterprise resource planning system in the first half of 2022.

5.We solidified our executive leadership team, adding Scott Bomar as our new CFO. We also furthered our commitment to diversity by appointing Telisa Yancy to our board.

Every day, our entire Deluxe family, all employee-owners, in all they do, are dedicated to our continued transformation, focused on delivering differentiated value for our customers, partners and shareholders.

Please join our virtual annual meeting on April 27, 2022. Even if you do not plan to attend, please submit your vote in advance to ensure your shares are represented at the meeting. Thank you for your continued support.

Sincerely,



Cheryl Mayberry McKissack Chair			Barry C. McCarthy President and CEO


			Notice of 2022 Annual Meeting of Shareholders

This year, we invite you to attend Deluxe Corporation's 2022 Annual Meeting of Shareholders, which will be conducted virtually. You will be able to attend the meeting, vote your shares electronically, and submit your questions during the annual meeting by visiting www.virtualshareholdermeeting.com/DLX2022 and following the instructions in your proxy materials.

Date: Wednesday, April 27, 2022

Virtual Forum: www.virtualshareholdermeeting.com/DLX2022

Time: 10:00 a.m. CDT

Record Date: Monday, February 28, 2022

AGENDA

1.Election of nine directors to hold office until the 2023 annual meeting of shareholders;

2.Advisory vote (non-binding) on compensation of Named Executive Officers;

3.Approval of the Deluxe Corporation 2022 Stock Incentive Plan;

4.Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

5.Take action on any other business that may properly come before the meeting and any adjournment thereof.

Shareholders of record at the close of business on February 28, 2022, are entitled to vote at the meeting and at any adjournment thereof. In this Proxy Statement, we also refer to Deluxe Corporation as "Deluxe," "we," "our," "the company," or "us." We are furnishing proxy materials to our shareholders over the Internet in an effort to expedite the delivery of proxy materials, reduce paper waste and save expense.

We are mailing the Notice of Internet Availability of Proxy Materials (Internet Notice) to shareholders of record beginning on or about March 14, 2021. The Internet Notice contains instructions on how to access our Proxy Statement and Annual Report, and how to vote online. In addition, the Internet Notice contains instructions on how to (i) request a paper copy of the Proxy Statement and Annual Report if you received only an Internet Notice this year, or (ii) elect to receive your Proxy Statement and Annual Report only over the Internet, if you received them by mail this year.

It is important that your shares be represented at the annual meeting. Regardless of whether you plan to attend the virtual annual meeting, please vote as soon as possible to ensure the presence of a quorum and save Deluxe further solicitation expense. You may vote your shares by telephone or the Internet, or if you received a paper proxy card, you may sign, date and mail the proxy card in the envelope provided. Instructions regarding the methods of voting are contained in the Internet Notice and in the Proxy Statement. Voting by telephone, the Internet or mail will not limit your right to vote at or to attend the virtual annual meeting.

A replay of the virtual annual meeting will be available at www.deluxe.com through May 20, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

Jeffrey L. Cotter

Chief Administrative Officer, Senior Vice President and General Counsel

March 14, 2022


Table of Contents
Proxy Summary			1
Meeting and Voting Information			7
Item 1: Election of Directors			11
Board Structure and Governance			15
Stock Ownership and Reporting			24
Executive Compensation			26
Compensation Tables			39
Item 2: Advisory Vote on Compensation of Named Executive Officers			49
Item 3: Approval of the Deluxe Corporation 2022 Stock Incentive Plan			50
Item 4 : Ratification of the Appointment of Independent Registered Public Accounting Firm			57
Shareholder Proposals			59
Other Business			59
Annual Report to Shareholders and Form 10-K			59
Annex A			60
Annex B			61


			Proxy
			summary

This summary highlights important information you will find in this Proxy Statement. As it is only a summary, please review the entire Proxy Statement carefully before you vote.

2022 Annual Meeting Information


Date and Time:			Wednesday, April 27, 2022, at 10:00 a.m. Central Daylight Saving Time
Place:			Online at www.virtualshareholdermeeting.com/DLX2022
Approximate Mail Date:			Monday, March 14, 2022
Record Date:			Monday, February 28, 2022

Summary of Shareholder Voting Matters


Agenda Item	Board's Recommendation	Page Reference
Election of directors	FOR EACH NOMINEE	Page 11
Advisory vote on executive compensation	FOR	Page 49
Approval of Deluxe Corporation 2022 Stock Incentive Plan	FOR	Page 50
Ratification of PricewaterhouseCoopers as our independent registered public accounting firm	FOR	Page 57

Our Director Nominees


Name	Age	Director since	Independent	Other current public company boards
William C. Cobb	65	2020	Yes	1
Paul R. Garcia	69	2020	Yes	2
Cheryl E. Mayberry McKissack	66	2000	Yes	0
Barry C. McCarthy	58	2018	No	0
Don J. McGrath	73	2007	Yes	0
Thomas J. Reddin	61	2014	Yes	2
Martyn R. Redgrave	69	2001	Yes	1
John L. Stauch	57	2016	Yes	1
Telisa L. Yancy	55	2021	Yes	0

Corporate Governance Highlights

Diverse Board Leadership

Annual Director Elections

Annual Board and Committee Evaluation Process

Stock Ownership Guidelines for Executive Officers and Directors

Regular Executive Sessions of Independent Directors

ESG Oversight

No Poison Pill

Corporate Governance Guidelines

Stock Hedging and Pledging Policies

Nominee Board Composition


>20% Female Representation						>30% Ethnic/Racial Diversity

Key Director Qualifications

Executive leadership

Payments expertise

Public company board experience

Transformation experience

Financial and accounting expertise

Management of large complex organizations

Marketing expertise

ESG expertise

Risk management oversight

Technology and cybersecurity expertise

Strategic planning expertise

Digital commerce experience

Shareholder Outreach

As a company, we are committed to both listening to and being responsive to our shareholders. Our Compensation and Talent Committee carefully considers the results of the annual shareholder vote on the compensation of our named executive officers (NEOs), commonly referred to as "Say on Pay." Throughout 2021, we continued our shareholder outreach campaign to identify views on our executive compensation programs and, where reasonable, implement changes that directly address any concerns.

During the 2021 Annual Meeting of Shareholders, approximately 94% of votes were cast in support of the company’s executive compensation programs, compared to an average of approximately 93% support over the last ten years. As part of our 2021 shareholder outreach campaign, we invited our largest 25 shareholders, representing approximately 74% of our outstanding shares, to discuss their views on executive compensation; board diversity; disclosure; and environmental, social, and governance (ESG) measures. We met with three of our shareholders representing nearly 20% of our outstanding shares. The participants in the outreach team consisted of our Compensation and Talent Committee Chair; Chief Communications and Human Resources Officer; Chief Administrative Officer, General Counsel and Corporate Secretary; Vice President, Investor Relations; and Vice President of Compensation. As a part of the process, the outreach team also engaged MacKenzie Partners, Inc., as an advisor.

Engagement Timeline


Summer 2021	Fall 2021	Winter 2021
Reviewed Say on Pay results, re-assessed executive compensation programs, and planned shareholder outreach	Requested a shareholder engagement meeting with the top 25 shareholders; met with three; and received feedback and insight	Reviewed feedback to assess possible changes to executive compensation, where appropriate

Results of Shareholder Engagement

Below are highlights of our response to feedback from our shareholders on our executive compensation programs during the 2020 and 2021 shareholder outreach campaigns:

•Shareholders requested clear disclosure related to any approved retention and incentive compensation programs. As a result, a detailed disclosure has been included in this Proxy Statement on page 32.

•Shareholders agree with significant portions of executive compensation being performance based. As a result, a significant portion of our NEOs' Long-Term Incentive Plan awards are in the form of performance share units (PSUs), and the 2021 Retention and Incentive Program described on page 32 is 100% performance based.

•Shareholders hold a favorable view toward our diversity practices. Shareholders inquired about board diversity and diversity practices deeper in the organization and were pleased with the current actions being taken. We will continue to grow and advance diversity practices through both current and new programs. We are committed to diversity at all levels and are proud to have diverse board leadership. We remain committed to board diversity and broad representation throughout the company.

•In order to decrease share usage, the burn rate, and potential dilution under our equity compensation plans, awards under the 2021 annual incentive plan were denominated and paid entirely in cash versus a combination of cash and restricted stock units (RSUs) as we did in 2019 and 2020.

Fiscal 2021 Performance Highlights

In fiscal year 2021, we reported our first full year of sales-driven growth in almost a decade, along with adjusted EBITDA margins of 20.2 percent. Sales driven growth, combined with the acquisition of First American Payment Systems (First American) in June 2021, resulted in revenue of $2.022 billion, an increase of 12.9 percent over the prior year. We reported net income of $62.6 million, compared to net income of $5.2 million for fiscal year 2020, and our adjusted EBITDA increased 11.9 percent, from $364.5 million in fiscal year 2020 to $407.8 million in fiscal year 2021. Our fourth quarter was especially strong, as we delivered sales-driven growth in all four segments. The acquisition of First American, the largest in the company's history, gives us an immediate leadership position in a strong secular growth market complementary to our existing businesses. Further, First American brings us a merchant services platform on which we can further grow and gain scale advantage in the marketplace. Our One Deluxe sales model continues to drive cross-selling within our customer base, and the sales strategy is working. In 2021 we achieved a third consecutive year of record sales performance, including closing four of the top ten deals of the last decade. While we continue to experience supply chain and other disruptions resulting from the COVID-19 pandemic, we are encouraged by the continued momentum of our One Deluxe strategy as we transform into a Trusted Payments and Business Technology™ company. See Annex A for a reconciliation of adjusted EBITDA, a non-GAAP financial measure, to the most directly comparable GAAP financial measure.

Executive Compensation Summary

We have an employment agreement with Barry C. McCarthy, our President and CEO. The table below describes components of his 2021 compensation package, including 2021 compensation actions that are specific to him.


Pay Element			Key Features
Base Salary			•2021 annual base salary remained unchanged from 2020, at $900,000
Annual Incentive Plan			•Target annual incentive payout for 2021 was $1,080,000, or 120% of actual base salary •Actual annual incentive payout for 2021 was $941,760, or 87.2% of target
Long-Term Incentives			•For 2021, the target value of the long-term incentive award was $4.0 million, an increase from $3.75 million in 2020, with a mix of stock options, RSUs, and PSUs
2021 Retention and Incentive Program			•Target award of $6.5 million, consisting of 50% PSUs that vest based on absolute total shareholder return and 50% performance units (PUs) that vest based on cumulative earnings per share over a two-year performance period
Long-Term Disability Plan			•Supplemental long-term disability insurance policy that restores benefits lost due to a salary cap that applies to our broad-based employee long-term disability plan, in which Mr. McCarthy also participates

The table below describes the components of the 2021 compensation package for our NEOs generally.


Element	Objectives	Key Features
Base Salary	•Provides competitive pay to attract and retain experienced and successful executives with the requisite experience to drive significant growth	•Base salary is targeted at a blend of median comparison Peer Group data and size-adjusted median general industry survey data
Annual Incentive Plan	•Encourages and rewards valuable contributions to our annual financial and operational performance objectives •Rewards high performance and achievement of annual corporate goals	•Annual incentive is targeted at a blend of median comparison Peer Group data and size-adjusted median general industry survey data •Awarded based on the following goals: 50% enterprise/business unit adjusted revenue, 30% enterprise adjusted EBITDA, and 20% strategic initiatives, which are defined on page 31 •Awards are paid in cash •Annual incentive award targets are based on position and range from 50% to 85% of actual base salary and are capped at 200% of target value •For 2021, target opportunity remained constant for all NEOs, and awards were paid out between 77.6% and 87.2% of target based on enterprise or business unit performance
Long-Term Incentives	•Helps retain talent and drives stock performance for shareholders; rewards stock performance on both an absolute basis and relative to peers •Target pay mix includes 45% PSUs, which vest based on two metrics: absolute (total revenue) and relative (share price performance relative to peers in the Russell 3000, Commercial & Professional Services and Software Services GICS industries), 30% stock options, and 25% time-based vesting RSUs	•Award sizes are targeted to median Peer Group levels and survey data •RSUs accrue dividend equivalents that are only paid out upon vesting •Metrics for the PSUs are weighted equally between three-year total revenue and three-year TSR relative to our Peer Group •2021 awards were targeted at or near the market median and were made considering individual performance and our Peer Group and market data, as well as our President and CEO's recommendations for the other NEOs
2021 Retention and Incentive Program	•Helps retain talent and drives stock performance for shareholders •Target mix includes 50% PSUs, which vest based on an absolute TSR metric and 50% PUs, which vest based on a cumulative adjusted EPS metric	•Performance based compensation •Two-year performance period (fiscal years 2021 and 2022) •Award amounts varied based on individual responsibilities and organizational impact •Sought insights through shareholder outreach •Worked with independent compensation consultant in considering prevailing market best practices •Awards approved by board in March 2021
Retirement Benefits	•Directly rewards continued service and indirectly rewards individual performance	•Retirement benefits include participation in 401(k) savings plans and non-qualified compensation deferral plans
Personal Choice Program	•Used in lieu of perquisites to cover expenses typically incurred by executives as a result of their positions	•Legacy program under which our CAO received a $7,500 quarterly allowance •Program ended on December 31, 2021

Human Capital, Sustainability and Community

We care deeply about our employees, our customers, our environment and the social fabric of the communities we serve, and with the support of our board, our executive leadership team strives to build programs to further these purposes. To that end, management regularly reports to our board regarding employee health, wellness, and safety, and our board is supportive of our commitment to inclusion, diversity, and equity.

Human Capital

Employee Well-being

Well-being in our organization is about having a holistic commitment to provide resources and support for our employees so that they can deliver for customers and shareholders. To do that, we focus on five areas of well-being: financial, emotional, physical, social, and career. We offer an employee assistance program to assist employees on a wide variety of well-being support. We have a relationship with Care.com to allow employees to find tutors, nannies, and daycare centers. In 2021, we added a new sabbatical leave for qualified employees. We provide a YourVoice tool that allows for anonymous feedback directly from employees to management on new ideas, concerns, and questions. We offer a financial resource tool, company wide recognition program, employee discounts, gym discounts, tuition assistance, health advocates, and travel assistance. We offer paid parental leave, along with infertility, adoption, and surrogacy assistance to ensure we are enabling well-being for all of our employees so that they can bring their full selves to work. By enabling our employees in their personal lives, we believe they have more focus and can truly deliver for customers and shareholders.

Health and Safety Response to COVID-19

During the ongoing COVID-19 pandemic, we have remained focused on safeguarding the health and wellbeing of our employees while continuing to deliver for shareholders. We continue to support remote work and have adopted a balanced return to office strategy. Safety protocols remain in effect, including social distancing and enhanced cleaning procedures. We continue to monitor and follow governmental requirements to ensure safety compliance.

A Diverse Workplace

We recognize inclusion, diversity, and equity as an internal and external business imperative. We promote and sustain a culture of inclusion across Deluxe. Our mission is to empower people to bring their full authentic selves to work and foster an environment that reflects the diverse communities we serve. Diversity is important at all levels of our organization, including on our Board of Directors. We are proud to have diverse board leadership through the independent Chair, and we continue to seek diverse talent to bring a wide variety of perspectives to our board and to our company. In 2021, we added Martin Luther King Day and Veterans Day as company holidays, and in 2022 we are adding Juneteenth as a holiday. Our 2021 Annual Incentive Plan also includes diversity measures as part of our strategic initiatives.

Employee Resource Groups

We actively encourage employee resource groups (ERGs), which consist of a recognized group of employees who share the concerns of a common race, gender identity, national origin, sexual orientation, or life experience. Each ERG is voluntary and employee-led, and each has an executive level sponsor. Our Inclusion, Diversity and Equity Council provides overall governance to further our progress on our inclusion, diversity, and equity roadmap, and ERGs are an integral part of achieving that progress. We are proud of the success and expansion of our ERG program and believe that these groups encourage cultural awareness, inclusiveness and respect; promote professional leadership development; provide an organizational resource for recruitment and retention; provide insights and expertise to create a productive and engaging work environment; and strengthen community partnerships.

Community

Our partnerships and charitable work in the communities we serve are an integral part of our core values. This spirit of community is felt throughout our organization and is fostered by our paid volunteer time off (VTO) program for employees, which provides three paid VTO days per year. It is also reflected in our partnership with the Deluxe Corporation Foundation, which enables employees to donate to a not-for-profit organization of their choosing and receive a matching donation, dollar for dollar, up to $2,000 per year. Our commitments go far beyond monetary donations. Several of our top executives serve on boards for major not-for-profit organizations and other community organizations that align with our company values on diversity initiatives, rebuilding communities, and education.

Trust, Security and Privacy

Deluxe is a trusted partner to organizations of all sizes, and this is a responsibility we take seriously. Our robust privacy and information security practices, policies, and controls help us ensure privacy and data security for our customers and shareholders. We have enterprise risk-based data privacy and cybersecurity programs dedicated to protecting our employee, customer, and partner data and other sensitive information. Our privacy policies, together with associated controls and procedures, provide a comprehensive framework to inform and guide the handling of data. These programs dovetail with our Information Security program in a manner designed to ensure that any data we handle remains protected. We employ an in-depth, defensive strategy, utilizing the concept of security layers and the CIA (confidential, integrity and availability) triad model. We have an enterprise risk management committee to oversee and advise on key risk areas of our organization. In the event a cybersecurity incident is identified, our Cyber Security Incident Response team will act in accordance with our Incident and Crisis Management Program.

Sustainability

We are committed to sustainability and environmental initiatives. Protecting the environment and our shared future is key to our business and to delivering the products our customers need. We focus on the following five areas of sustainability:

Our sustainability report is available for download at www.deluxe.com/about/sustainability. This report and our website are not incorporated by reference in, and are not part of, this Proxy Statement.

Code of Ethics

For over 100 years, Deluxe has operated with a focus on our values. Through our steadfast commitment to “doing well by doing right,” we display ethical behaviors every day that allow us to put our customers first, maintain confidentiality, sell responsibly, make good choices, respect one another, maintain a safe and healthy workplace, celebrate inclusion, diversity, and equity, respect human rights, compete fairly, avoid conflicts of interest, avoid bribery and corruption, follow trade laws, protect private information, ensure financial integrity, avoid insider trading, and communicate responsibly. We take reports of suspected violations of our Code of Ethics seriously. There are several reporting channels available to our employees beyond the standard management chain, including a private e-mail address, a reporting hotline, and a website. Every year our employees receive ethics and compliance training to ensure we all know and understand our responsibilities so that we can deliver for shareholders.

Meeting and Voting Information

What is the purpose of the annual meeting?

At our annual meeting, the Board of Directors will ask shareholders to vote on the matters disclosed in the Notice of Annual Meeting of Shareholders. We will also consider any other business that may be properly presented at the meeting (although we are not expecting any other matters to be presented).

How can I attend the meeting?

You can attend the meeting online by logging on our virtual forum at www.virtualshareholdermeeting.com/DLX2022 and following the instructions provided on your proxy card, voter instruction card or Internet Notice.

To participate in the annual meeting, you will need the 16-digit control number included on your proxy card, voter instruction card or Internet Notice. If you do not have this control number at the time of the meeting, you will still be able to attend as a guest, but you will not be able to vote or ask questions.

Why is Deluxe holding a virtual annual meeting?

We are holding a virtual meeting this year because we believe a virtual meeting provides ease of access, real-time communication and cost savings for our shareholders and the company and facilitates shareholder attendance and participation from any location. Additionally, hosting a virtual meeting will eliminate the risks associated with gathering our management, directors and shareholders for an in-person meeting during the ongoing COVID-19 pandemic.

How will the meeting be conducted?

The meeting will be conducted online, in a fashion similar to an in-person meeting. You will be able to attend the meeting online, vote your shares electronically, and submit your questions during the meeting by visiting our virtual forum at www.virtualshareholdermeeting.com/DLX2022 and following the instructions on your proxy card, voter instruction card or Internet Notice. The meeting will begin promptly at 10:00 a.m. CDT. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:30 a.m. CDT, and you should allow ample time for the check-in procedures.

How can I ask questions during the meeting?

You may submit questions in real time during the meeting through the virtual forum. We are committed to acknowledging each appropriate question we receive in the order that it was received, with a limit of one question per shareholder until we have allowed each shareholder to ask a question. We will allot approximately 15 minutes for questions during the meeting. Submitted questions should follow our Rules of Conduct in order to be addressed during the meeting. Our Rules of Conduct will be posted on the forum.

What can I do if I need technical assistance during the meeting?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual forum log-in page.

If I can’t attend the meeting, how do I vote or listen to it later?

You do not need to attend the virtual meeting to vote if you submitted your vote via proxy in advance of the meeting. A replay of the meeting, including the questions answered during the meeting, will be available on www.deluxe.com through May 20, 2022.

Who is entitled to vote at the meeting?

The board has set February 28, 2022, as the record date for the meeting. If you were a shareholder of record at the close of business on February 28, 2022, you are entitled to vote at the meeting. You have one vote for each share of common stock you held on the record date. Cumulative voting for the election of directors is not permitted. As of the record date, 42,855,477 shares of our common stock were outstanding. We do not have any other class of capital stock outstanding.

How many shares must be present to hold the meeting?

A quorum is necessary to hold the meeting and conduct business. The presence of shareholders who can direct the vote of at least a majority of the outstanding shares of common stock as of the record date is considered a quorum. A shareholder is counted present at the meeting if the shareholder (1) is present and votes at the virtual meeting, or (2) has properly submitted a proxy or voted by telephone or the Internet. If you vote "WITHHOLD" or "ABSTAIN," your shares will still be counted as present at the meeting for the purposes of determining a quorum.

What is the difference between a shareholder of record and a "street name" holder?

If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered the shareholder of record with respect to those shares. If your shares are held in a stock brokerage account or by a bank, trustee, or other nominee, you are still considered the beneficial owner of the shares, but your shares are deemed to be held in "street name."

Who pays the cost of proxy preparation and solicitation?

We pay for the cost of proxy preparation and solicitation, including the charges and expenses of brokerage firms or other nominees for forwarding proxy materials to beneficial owners. We are soliciting proxies primarily by use of the Internet. In addition, our directors, officers, and employees may solicit proxies personally or by email, mail, or telephone. These individuals receive no additional compensation for these services.

How many votes are required to approve each item, and how does the Board recommend that I vote?

Proposals

Votes Required

Voting Options

Board Recommendation

Broker Discretionary Voting Allowed 1

Effect of Withhold Vote / Abstention

Effect of Broker Non-Vote 1

Item 1. Election of the nine directors listed in this Proxy Statement

Plurality of the votes present and entitled to vote on this item 2

For or withhold

"FOR" each director nominee

Directors who receive more "WITHHOLD" votes than "FOR" votes must tender their resignation

None

Item 2. Advisory vote (non-binding) to approve compensation of our Named Executive Officers

Majority of votes present and entitled to vote on this item 3

For, against or abstain

"FOR"

Same as an "AGAINST" vote

None

Item 3. Approval of the Deluxe Corporation 2022 Stock Incentive Plan

Majority of votes present and entitled to vote on this item 3

For, against or abstain

"FOR"

Same as an "AGAINST" vote

None

Item 4. Ratification of the appointment of PricewaterhouseCoopers LLP as Deluxe’s independent registered public accounting firm for the fiscal year ending December 31, 2022

Majority of votes present and entitled to vote on this item 3

For, against or abstain

"FOR"

Yes

Same as an "AGAINST" vote

Not
applicable

(1)If you are a beneficial owner but not the record holder, you generally cannot vote your shares directly and must instead instruct your broker, trustee, bank or nominee how to vote your shares using the voting instruction form provided by that intermediary party. If you do not provide voting instructions, whether your shares can be voted by this party depends on the type of matter being considered. If this party does not have discretion to vote your shares, your shares will not be voted unless you provide instructions. Broker non-votes will generally have no effect in determining whether any proposals to be voted on at the meeting are approved.

(2)A plurality means that the nine nominees receiving the most votes will be elected. In an uncontested election of directors, our Corporate Governance Guidelines require that if an incumbent director receives more "WITHHOLD" votes than "FOR" votes in this type of an election, that director nominee must tender his or her resignation to the board following the certification of the shareholder vote. The Corporate Governance Committee must then make recommendations to the board as to whether to accept the letter of resignation, and the board must take action with respect to this recommendation and disclose its decision-making process.

(3)This amount must be a least a majority of the minimum number of shares entitled to vote that would constitute a quorum. "Shares present" includes shares represented by attendance or by proxy at the virtual annual meeting.

How do I vote my shares?

We are mailing the Internet Notice on or about March 14, 2022 to shareholders of record. If your shares are held in street name, your broker or other agent is responsible for sending you an Internet Notice. You will not receive a printed copy of these proxy materials unless you request to receive these materials in hard copy by following the instructions provided in the Internet Notice. Instead, the Internet Notice will instruct you how to access and review all the important information contained in these proxy materials, and how to vote. If you received an Internet Notice by mail and would like to receive a printed copy of these proxy materials, you should follow the instructions for requesting such materials included in the Internet Notice.


Voting Methods
	Step-by-Step Instructions	Voting Deadline
Internet	Instructions can be found on the Internet Notice. The Internet procedures are designed to (1) verify your identity, (2) provide voting instructions, and (3) confirm those voting instructions have been properly recorded •Go to www.proxyvote.com •You will need the 16-digit control number on your Internet Notice, proxy card or voter instruction card	•11:59 p.m. EDT on April 26, 2022 •Internet voting is available 24 hours a day
Telephone	The telephone procedures are designed to (1) verify your identity, (2) provide voting instructions, and (3) confirm those voting instructions have been properly recorded •Call 800-690-6903 (toll-free) •You will need the 16-digit control number on your Internet Notice, proxy card or voter instruction card	•11:59 p.m. EDT on April 26, 2022 •Telephone voting is available 24 hours a day
Mail 1	You own your shares directly: •Complete, sign, and date the proxy card •Mail it in the pre-addressed envelope that accompanies the proxy card You own your shares in street name: •Request a voting instruction card according to the instructions on the Internet Notice provided to you by your broker or other agent •Complete, sign, and date the voting instruction card provided by the broker or other agent •Mail the voting instruction card in the pre-addressed envelope provided	•Directly-Held Shares: Proxy cards must be received before April 27, 2022 (date of the annual meeting) in order for the shares to be timely voted •Shares Held in Street Name: Voting instruction cards must be received before the date specified on the voting instruction card in order for the shares to be timely voted
At the virtual meeting	If you attend the virtual meeting, you will be able to vote online at www.virtualshareholdermeeting.com/DLX2022	•April 27, 2022 until the voting polls are announced closed

(1)This option is only available to shareholders who receive a paper proxy card or receive a voting instruction card.

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials?

It means you hold shares registered in more than one account. To ensure that all of your shares are voted, if you vote by telephone or the Internet, vote once for each Internet Notice you receive. If you wish to consolidate your accounts, please contact our stock transfer agent, EQ Shareowner Services at P.O. Box 64874, St. Paul, MN 55164 or by toll-free telephone at (800) 401-1957. You also may receive a "voting instruction" card, which looks very similar to a proxy card. Voting instructions are prepared by brokers, trustees, banks or nominees for shareholders who hold shares in street name.

What if I submit my proxy but do not specify how I want my shares voted?

If you vote your shares directly (as opposed to voting through a broker or other intermediary) and do not specify on your proxy card (or when giving your proxy by telephone or the Internet) how you want to vote your shares, the proxy holder will vote them as the board recommends as outlined above.

Can I change my vote?

Yes. If you attend the virtual meeting, whether you are a shareholder of record or hold your shares in street name, you may change your vote online during the meeting (attendance will not, by itself, revoke a proxy). If you are a shareholder of record, you can change your vote and revoke your proxy at any time before it is voted at the meeting in any of the following ways:

•by sending a written notice of revocation of your proxy to our Corporate Secretary;

•by submitting another properly signed proxy card at a later date to our Corporate Secretary; or

•by submitting another proxy by telephone or the Internet at a later date.

If you hold your shares in street name, you must follow the voting instructions provided to you by your broker, trustee, bank or nominee.

ITEM 1: ELECTION OF DIRECTORS

Nominees for Election

There are currently ten individuals serving on our board. Each director's term expires as of the date of the annual meeting of shareholders. Victoria A. Treyger has determined not to stand for re-election. The board recommends that the nine individuals presented on the following pages, all of whom are current directors, be elected to serve on the board until the 2023 annual meeting of shareholders. With the exception of Mr. McCarthy, who serves as our President and CEO and therefore is not independent, all nominees have been determined by the board to meet the independence standards of the New York Stock Exchange (NYSE) (see the discussion of Director Independence in the "Board Structure and Governance" section of this Proxy Statement).

Each of the individuals listed below has consented to being named as a nominee in this Proxy Statement and has indicated a willingness to serve if elected. However, if any nominee becomes unable to serve before the election, the shares represented by proxies may be voted for a substitute designated by the board, unless a contrary instruction is indicated in the proxy card.

Pursuant to our Corporate Governance Guidelines, at any shareholder meeting at which directors are subject to an uncontested election (i.e., an election where the only nominees are those recommended by the board), any nominee for director who receives a greater number of "WITHHOLD" votes from his or her election than "FOR" votes shall submit to the board, within five (5) business days of certification of the shareholder vote by the Inspector of Elections, a written offer to resign from the board. The Corporate Governance Committee shall promptly consider the resignation offer and recommend to the full board whether to accept it. The board will act on the Corporate Governance Committee’s recommendation within 90 days following the certification of the shareholder vote by the Inspector of Elections, which action may include, without limitation, acceptance of the offer of resignation, adoption of measures intended to address the perceived issues underlying the vote, or rejection of the resignation offer. Thereafter, the board will disclose its decision whether to accept the director’s resignation offer and the reasons for rejecting the offer, if applicable, in a Current Report on Form 8-K to be filed with the United States Securities and Exchange Commission (SEC) within four business days after the board’s determination.

The board recommends that you vote "FOR" the election of each of the following nominees:


William C. Cobb Former President and CEO, H&R Block, Inc. Director since: 2020 Age: 65 Independent: Yes			Background •Director and Independent Chairman of Frontdoor, Inc., a provider of home service plans, since 2018 (Nasdaq: FTDR) •Served as President and Chief Executive Officer of H&R Block, Inc. from 2011 to 2017, where he was also a director •Held various leadership positions at eBay Inc., including President, eBay North America Marketplaces •Served in various senior sales and marketing positions with PepsiCo, Inc. Qualifications •Extensive background in marketing, technology, and digital commerce, which will assist us as we continue to transform our company, particularly in the areas of cloud solutions •As a public-company CEO at H&R Block, he dealt with a broad range of human capital management, environmental, and social issues, and assumed responsibility for enterprise risk management •His history of service on public company boards, as well as his executive leadership roles with H&R Block, eBay and PepsiCo, make him uniquely qualified to advise on an array of matters facing public companies Committees: Audit; Finance (Chair)


Paul R. Garcia Retired Chairman and CEO, Global Payments Inc. Director since: 2020 Age: 69 Independent: Yes			Background •Retired Chairman and Chief Executive Officer of Global Payments Inc., a publicly traded, leading provider of credit card processing, check authorization and other electronic payment processing services, from 2001 to 2014 •Former President and CEO of NaBanco, an electronic credit card processor Qualifications •As a pioneer in the financial services industry, he has extensive experience in the payments space, which is one of our major strategic areas of focus •Currently serves on the boards of directors of Repay Holdings Corporation (Nasdaq: RPAY) and United Health Group (NYSE: UNH) Committees: Audit; Compensation and Talent


Cheryl E. Mayberry McKissack CEO of Nia Enterprises LLC Director since: 2000 Independent Chair since: 2019 Age: 66 Independent: Yes			Background •Independent Chair of Deluxe since 2019 •Chief Executive Officer (2000-present) of Nia Enterprises LLC, a Chicago-based marketing, entrepreneurial business and digital consulting firm, and President, Board Member and co-owner of privately held Black Opal Inc., a cosmetics and skin care firm consisting of two brands, Black Opal and Fashion Fair cosmetics, co-owned under Nia Enterprises. LLC •CEO of Ebony Media Operations LLC (May 2016-March 2017), a print and media company •COO of Johnson Publishing Company (JPC) and President of its affiliate, JPC Digital (2013-2016) •Provided project support to JPC under a consulting relationship between Nia Enterprises and JPC prior to her appointment as COO and President of JPC Digital, including launching the ebony.com website and several other transformational digital and business projects •Served as the Worldwide Senior Vice President and General Manager for Open Port Technology and was Vice President for the Americas and a founding member of the Network Systems Division for 3Com (formerly U.S. Robotics) Qualifications •Regarded as an expert on entrepreneurship and the art of selling; author of the book, The Entrepreneurial Sell, published in 2018 •Associate Adjunct Professor of Entrepreneurship at the Kellogg School of Business, Northwestern University, where she lectured for 10 years (2005-2015) •As a successful entrepreneur and digital technology executive, brings a unique perspective to the board •Given that two of our segments are cloud solutions and promotional solutions, her experience in SaaS marketing and new media solutions is a valuable complement to the skills she brings to the board as a small business owner and former executive of several technology and new business ventures Committees: Compensation and Talent; Corporate Governance


Barry C. McCarthy President and CEO of Deluxe Corporation Director since: 2018 Age: 58 Independent: No			Background •President and CEO of Deluxe Corporation since 2018 •Served in various senior executive positions during the previous 14 years, most recently, from 2014 to 2018, as Executive Vice President and Head of Network and Security Solutions, a $1.5 billion publicly reported segment of First Data Corporation, a financial services company since acquired by Fiserv Inc. Qualifications •Sole member of our management represented on the board •Leads the development and execution of our strategies by drawing on his strong background in product development, sales, marketing, and technology innovation •Significant experience leading corporate transformations •Accomplished executive and financial technology leader with an extensive track record of developing and building innovative, tech-enabled solutions Committees: None


Don J. McGrath Managing Partner of Diamond Bear Partners LLC Director since: 2007 Age: 73 Independent: Yes			Background •Managing Partner and co-founder of Diamond Bear Partners LLC, an investment company, since 2009 •Chairman and CEO (2005-2009) and President and COO (1998-2004) of BancWest Corporation, a $75 billion bank holding company serving nearly three million households and businesses •Director of BancWest (1998-2010) •Served as Chairman of the Board of Bank of the West (a BancWest subsidiary) and as CEO (1996-2007) •Appointed to the President's Council on Financial Literacy in 2008 Qualifications •40 years of experience in the banking and financial services industry, particularly in the large bank sector, enables him to provide us with valuable insight into this important portion of our customer base •Led BancWest through an era of significant growth and therefore is well-suited for our board as we continue to execute our transformational growth strategies Committees: Audit; Corporate Governance (Chair)


Thomas J. Reddin Managing Partner of Red Dog Ventures LLC Director since: 2014 Age: 61 Independent: Yes			Background •Principal of Red Dog Ventures LLC, a venture capital and advisory firm for early stage digital companies, which he founded in 2007, and of which he has been the Managing Partner since 2009 •Served as the Chief Executive Officer (2008-2009) of Richard Petty Motorsports •Chief Marketing Officer (1999-2000); President and Chief Operating Officer (2000-2005); and Chief Executive Officer (2005-2007) of LendingTree.com, an online lending exchange Qualifications •17 years of experience in the consumer goods industry, including 12 years at Kraft General Foods and five years at Coca-Cola USA, where he managed the Coca-Cola® brand as Vice President of Consumer Marketing and played a lead role in the introduction of bottled water in the U.S. market •Brings a wealth of experience in data and data analytics, digital marketing, e-commerce, and product management, all of which are central to our growth strategy •His extensive leadership experience, including serving on multiple public company boards and audit, compensation, nominating, and governance committees, further qualify him for his role as a member of the board •Currently serves on the boards of directors of Asbury Automotive Group, Inc. (NYSE: ABG), where he serves as Chair of the Board, Tanger Factory Outlet Centers, Inc. (NYSE: SKT), where he serves as Chair of the Compensation Committee, and previously served on the boards of Premier Farnell PLC, Valassis Communications, Inc. and R.H. Donnelley Corporation Committees: Compensation and Talent (Chair); Finance


Martyn R. Redgrave Managing Partner and CEO of Agate Creek Partners LLC Director since: 2001 Age: 69 Independent: Yes			Background •Managing Partner and CEO of Agate Creek Partners LLC, a professional governance and consulting services company co-founded by Mr. Redgrave in 2014 •Executive Vice President and Chief Administration Officer (2005-2012), Chief Financial Officer (2006-2007), and Senior Advisor (2012-2014) to L Brands, Inc. (formerly known as Limited Brands, Inc.), one of the world’s leading personal care, beauty, intimate apparel and specialty apparel retailers Qualifications •Served as Independent Chairman of our board (2012-2019) •In addition to bringing extensive operations management experience and financial and accounting acumen to the board, his background in overseeing the reporting systems and controls of complex business operations is particularly relevant to the work of our board •Throughout his career, has had direct involvement with matters similar to those encountered by our company, such as operations management, financial reporting and controls, enterprise risk management, information technology systems, data management and protection, and access to capital markets •His background also includes mergers and acquisitions and financial analysis, continuing areas of importance for us •Currently serves on the Board of Directors of Igniting Consumer Growth Acquisition Company Limited, a special purpose acquisition company focused on consumer facing companies •Served on the Boards of Directors of Francesca's Holdings Corporation and Popeye's Louisiana Kitchen, Inc. (2013-2017, when the company was sold) Committees: Compensation and Talent; Corporate Governance


John L. Stauch President and CEO of Pentair plc Director since: 2016 Age: 57 Independent: Yes			Background •Since 2018, President and Chief Executive Officer and a director of Pentair plc (NYSE: PNR), a leading water treatment company; served as Pentair's Executive Vice President and Chief Financial Officer from 2007-2018 •Chief Financial Officer of the Automation and Control Systems unit (2005-2007) of Honeywell International, Inc. •Served as Chief Financial Officer and Information Technology Director of PerkinElmer Optoelectronics and various executive, investor relations and managerial finance positions within Honeywell International, Inc. and its predecessor AlliedSignal, Inc. (1994-2005) Qualifications •His role as President and CEO of Pentair plc, and his prior service as CFO of Pentair for 11 years, renders him a financial expert, and he has extensive direct experience with many aspects of public company strategy and operations Committees: Audit (Chair); Finance


Telisa L. Yancy President, Direct to Consumer, American Family Insurance Director since: 2021 Age: 55 Independent: Yes			Background •President, Direct to Consumer, of American Family Insurance, since July 2021 •Previous positions at American Family include serving as Chief Operating Officer Agency Business, from 2019 to 2021, and as Chief Marketing Officer from 2015 to 2019 •Held general management, sales, marketing and operations leadership positions in a variety of industries Qualifications •Her background in understanding customers, products, and digital ecosystems provides guidance as we continue to transform our business and encourage cross-selling of products and services across our segments •Her operations leadership experience allows her to advise on customer service, operations, marketing, technology, and sales initiatives •Currently serves as a director for National Public Radio and the American Property and Casualty Insurance Association Committees: Audit; Compensation and Talent

Director Skills, Experience, Background and Tenure

We operate in highly competitive markets characterized by rapidly evolving technologies and exposure to business cycles. Along with our board, our Corporate Governance Committee is responsible for assessing the appropriate skills, experience, and background that we seek in board members in the context of our business and the existing composition of our board. This assessment includes numerous factors, including, but not limited to, the following:

•independence;

•relevant skills and expertise; and

•diversity of background and experience.

Our board determines whether a nominee's background, experience, personal characteristics, and skills will advance the goal of creating and sustaining a board that can support and oversee our company's complex activities. Our board is committed to actively seeking superior, diverse director candidates for consideration and invites candidates to self-identify diversity in their background, including gender, sexual orientation, race or ethnicity, as well as diversity in their work experiences. As set forth in our Corporate Governance Guidelines, the committee and the board periodically review and assess the effectiveness of the practices used in considering potential director candidates. Following this process has ensured that our board is comprised of experienced leaders with a combination of the skills and business expertise necessary to provide appropriate oversight, critical viewpoints and guidance to a transforming business.

If all of the nominees are elected to the board, after the 2022 annual meeting of shareholders, our directors will have served an average of approximately nine years on the board, ranging from less than one year to twenty-two years of board service. This mix of tenure on the board is intended to support the view that the board as a whole represents a "portfolio" of new perspectives and deep institutional knowledge.

BOARD STRUCTURE AND GOVERNANCE

Corporate Governance at Deluxe

We understand that corporate governance practices change and evolve over time, and we seek to adopt and use practices that we believe will be of value to our shareholders and will positively aid in the governance of our company. Below is a summary of our governance practices.


Independent Board			•Eight of our nine director nominees are independent
Board Diversity			•Two of our director nominees self-identify as African-American, one as Hispanic, and two as female
Independent Chair of the Board			•Acts as a liaison between management and the board •Provides independent advice and counsel to the President and CEO •In concert with the President and CEO, develops and sets the agenda for meetings of the board and annual meetings of shareholders •Calls special meetings of the board when appropriate •Ensures that the independent directors hold executive sessions and presides over these sessions
Annual President and CEO Evaluation and Succession Planning			•The board annually evaluates the President and CEO's performance •The board annually conducts a rigorous review and assessment of the succession planning process for the President and CEO and other executive officers
Annual Director Election and Outside Board Service			•Each director is elected on an annual basis •Currently, no director serves on more than two other public company boards, and our President and CEO does not serve on any other public company boards
Director Stock Ownership			•Within five years after initial appointment or election to the board, each independent director is required to own our common stock with a market value of at least five times the director's annual cash retainer
Stock Hedging and Pledging Policies			•Our insider trading policy bars our directors and executive officers from owning financial instruments or participating in investment strategies that hedge the economic risk of owning our stock •We prohibit executive officers and directors from pledging our securities as collateral for loans (including margin loans)
No “Poison Pill”			•We do not have a "poison pill" in place
Risk Management			•We have a rigorous enterprise risk management (ERM) program targeting controls over operational, financial, legal/regulatory compliance, reputational, technology, privacy, data security, strategic, and other risks that could adversely affect our business, which also includes crisis management and business continuity planning •Through regular reports from management, our board oversees our employee wellness and diversity initiatives, as well as the steps we are taking toward encouraging sustainability at our new Minneapolis and Atlanta office locations
Board Effectiveness Reviews			•We conduct annual self-assessments of the board and each of its committees, and from time to time include in that process independent third-party effectiveness reviews of the board

Board Oversight and Director Independence

Our businesses, property, and affairs are managed under the general direction of our board. In providing this oversight, the board adheres to a set of Corporate Governance Guidelines designed to ensure that the board has access to relevant information and is structured and operates in a manner allowing it to exercise independent business judgment.

A critical component of our corporate governance philosophy is that a majority of our directors meet strict standards of independence, meaning that they have no relationship with our company, directly or indirectly, that could impair their ability to make objective and informed judgments regarding all matters of significance to us and our shareholders. The listing standards of the NYSE require that a majority of our directors be independent, and that our Audit, Compensation and Talent, and Corporate Governance Committees be comprised entirely of independent directors. In order to be deemed independent, a director must be determined by the board to have no material relationship with us other than as a director. In accordance with the NYSE listing standards, our board has adopted formal Director Independence Standards setting forth the specific criteria by which the independence of our directors is determined. These standards include restrictions on the nature and extent of any affiliations that directors and their immediate family members may have with us, our independent registered public accounting firm, or any commercial or not-for-profit entity with which we have a relationship, and also require consideration of any other relationship that may impair independence. Consistent with regulations issued by the SEC and NYSE listing standards, our Director Independence Standards also have heightened standards for Audit and Compensation and Talent Committee members. The complete text of our Director Independence Standards is posted on our website at www.investors.deluxe.com/governance/governance-documents.

Following its assessment, the board has determined that every director and nominee, with the exception of Mr. McCarthy, satisfies our Director Independence Standards. The board has also determined that each member of its Audit, Compensation and Talent, Corporate Governance, and Finance Committees is independent.

Corporate Governance Guidelines

Our board has adopted a set of Corporate Governance Guidelines to assist it in carrying out its oversight responsibilities. These guidelines address a broad range of topics, including director qualifications, director nomination processes, director retirement policies, board and committee structure and processes, director education, CEO evaluation, management succession planning and conflicts of interest. Investors may find these guidelines on our website at www.investors.deluxe.com/governance/governance-documents.

Board Effectiveness and Evaluations

Our board and each of its committees conducts an annual self-evaluation of its performance and processes, all of which are overseen by the board's Corporate Governance Committee. These evaluations are designed to ensure that the board and its committees are functioning effectively and to identify any issues or potential areas for improvement. In addition, from time to time, the board undergoes an effectiveness evaluation conducted by an independent, third-party governance expert.

Code of Business Ethics

All of our directors and employees, including our NEOs, are required to comply with our Code of Ethics to help ensure that our business is conducted in accordance with applicable legal and ethical standards. Our Code of Ethics requires strict adherence to the letter and spirit of all laws and regulations applicable to our business, and addresses professional conduct, including customer relationships, respect for co-workers, conflicts of interest, insider trading, the integrity of our financial recordkeeping and reporting, and the protection of our intellectual property and confidential information. Employees are required to report any violations or suspected violations of the Code of Ethics to management or our legal department, or by using our confidential, third-party ethics and compliance hotline. The full text of our Code of Ethics is posted on our website at www.investors.deluxe.com/governance/governance-documents. The Code of Ethics is available in print, free of charge, to any shareholder who submits a request to our Corporate Secretary at Deluxe Corporation, 801 Marquette Avenue South, Minneapolis, Minnesota 55402.

Policies and Procedures with Respect to Related Person Transactions

The board has adopted a written policy under which the Audit Committee is responsible for reviewing and, as appropriate, approving any proposed related person transactions. Specifically, the policy requires that any transaction: (a) involving our company; (b) in which any of our directors, nominees for director, executive officers, or greater than five percent shareholders, their immediate family members, or the associates of these persons have a direct or indirect material interest; and (c) where the amount involved exceeds $120,000 in any fiscal year, be approved in advance by the Audit Committee. A related party transaction may only be approved if the transaction is determined to be consistent with the best interests of the company and its shareholders. In determining whether to approve such transaction, the committee must consider, in addition to other factors deemed appropriate, whether the transaction is on terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. The committee has the discretion to impose such conditions as it deems necessary and appropriate on the company or the related person in connection with the transaction. No director may participate in any review or approval of any transaction if he or she, or his or her immediate family member, has a direct or indirect material interest in the transaction. There have been no related person transactions since the beginning of 2021 that require disclosure and approval under this policy.

Board Composition and Qualifications

Our Corporate Governance Committee oversees the process for identifying, evaluating and recommending the nomination of candidates for the board. While not maintaining a specific policy on board diversity requirements, we do believe that our directors should have diverse backgrounds and possess a variety of qualifications, experience, and knowledge that complement the attributes of other board members and enable them to contribute effectively to the board's oversight role, and we invite candidates to self-identify diversity in their background, including gender, sexual orientation, race or ethnicity, as well as diversity in their work experiences. We also believe that a predominance of board members should have a background in business, including experience in markets served by us or in which we are developing product and service offerings, and we recognize the benefit of board members having an understanding of the methods by which other boards address issues common to publicly traded companies. We also believe the board should include both actively employed and retired senior corporate officers, and that the board

should include directors with a mix of tenures. The board believes that the diverse mix of skills, qualifications and experience represented by the nominees (as addressed more fully above under "Director Skills, Experience, Background and Tenure"), as well as its ongoing evaluation and continuous improvement processes (discussed above under "Board Effectiveness and Evaluations"), enables the board to perform its responsibilities effectively.

The board has established the following specific guidelines for nominees to the board:

•A majority of the board must be comprised of independent directors, the current standards for which are discussed above under "Board Oversight and Director Independence."

•Non-employees should not be nominated for re-election to the board after their 75th birthday.

•A non-employee director who ceases to hold the employment position held at the time of election to the board, or who has a significant change in position, must offer to resign from the board. The Corporate Governance Committee will then consider whether the change of status is likely to impact the director's qualifications and make a recommendation to the board as to whether the resignation should be accepted.

•Management directors who terminate employment with our company or experience a reduction in employment level, position, or responsibilities, must offer to resign from the board. The board will then decide whether to accept the director's resignation, provided that no more than one former CEO of the company should serve on the board at any one time.

Director Selection Process

All board members are elected annually by our shareholders, subject to the board's right to fill vacancies in existing or new director positions on an interim basis. Based on advice from the Corporate Governance Committee, each year the board recommends a slate of nominees to be presented for election at the annual meeting of shareholders. Ms. Yancy was recommended to the board by a third-party search firm in response to specifications identified by a search committee of the board.

The Corporate Governance Committee considers candidates recommended by members of the board or recommended by our shareholders, and the committee reviews such candidates in accordance with our bylaws and applicable legal and regulatory requirements. Candidates recommended by our shareholders are evaluated using the same criteria and same procedures as candidates recommended by board members. In order for such shareholder recommendations to be considered, shareholders must provide the Corporate Governance Committee with sufficient written documentation to permit a determination by the board as to whether a candidate meets the required and desired director selection criteria and our Corporate Governance Guidelines applicable to directors, as outlined above. Such documentation and the name of the recommended director candidate must be sent by mail to our Corporate Secretary at the address indicated on the Notice of Annual Meeting of Shareholders. Our Corporate Secretary will send properly submitted shareholder recommendations to the Chair of the Corporate Governance Committee for consideration.

Our bylaws require any shareholder wishing to formally nominate a candidate at the annual meeting of shareholders to give written notice of the nomination to our President and CEO or Corporate Secretary no later than 90 days prior to the first anniversary of the previous year's annual meeting. The shareholder must attend the meeting with the candidate and propose the candidate's nomination for election to the board at the meeting. In addition to certain information about the shareholder, as described in our bylaws, the shareholder's notice must set forth as to each nominee: 1) the name, age, business address and residence address of the person; 2) the principal occupation or employment of the person; 3) the number of shares of our stock owned by the person; 4) the written and acknowledged statement of the person that such person is willing to serve as a director; and 5) any other information relating to the person that would be required to be disclosed in a solicitation of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the Exchange Act), if the election of the candidate had been solicited by or on behalf of the board. No shareholders submitted director nominations in connection with this year's meeting. Any shareholders desiring to present a candidate at the 2023 annual meeting of shareholders must furnish the required notice no later than January 27, 2023.

When a vacancy or a new position on the board needs to be filled, the President and CEO, in consultation with the Chair of the Corporate Governance Committee, drafts a profile of the candidate believed to provide the most meaningful contribution to the board as a whole. The profile is submitted to the committee, or its nominee, for approval. In order to properly staff its various committees and support its succession planning initiatives, the board currently believes that a board consisting of nine to eleven directors is the optimal size. Historically, we have engaged a third-party search firm to assist us in identifying suitable candidates for open director positions. The firm selected, as well as the specific terms of the engagement, are based on specifically established search criteria. Members of the board also are given the opportunity to submit names of potential candidates based on the profile developed. Each candidate is subject to an initial screening process after which the selected candidates are interviewed. The

independent Chair of the Board, the President and CEO and at least a majority of the committee interviews each selected candidate and, concurrently with the interviews, the candidate must confirm his or her availability for regularly scheduled board and committee meetings. The committee also assesses each candidate's potential conflicts of interest and the ways in which the candidate's qualifications, experience and knowledge complement those of existing members of the board. The committee reviews the interviewers' reports and recommendations and makes the final determination as to which candidates are recommended for election to the board. Depending on when suitable candidates are identified, the board may decide to appoint a new director to serve on the board until the next annual meeting of shareholders.

Meetings of the Board of Directors

There were nine meetings of the board in 2021. Each director attended, in person, virtually, or by telephone, at least 75 percent of the aggregate of all meetings of the board and its committees on which such director served during the year. It is our policy that directors attend our annual shareholder meetings. All of our directors who served on the board at the time attended our virtual annual shareholder meeting in 2021.

Board Responsibilities

The board oversees, counsels, and directs management in the long-term interests of our company and our shareholders. The board's responsibilities include:

•overseeing the conduct of our business and the assessment of enterprise risks to evaluate whether the business is being properly managed;

•reviewing and approving our major financial objectives, strategic and operating plans, and other significant actions;

•planning for President and CEO succession and monitoring succession planning for other executive officers; and

•overseeing our processes for maintaining the integrity of our financial statements and other public disclosures, as well as our compliance with law and our Code of Ethics.

The board and its committees meet throughout the year on a set schedule, hold special meetings, and act by written consent from time to time, as appropriate. At each board meeting, time is reserved for the independent directors to meet without management present. Officers and members of management regularly attend board meetings to present information on our business and strategy.

Committee Membership and Responsibilities

The board assigns responsibilities and delegates authority to its committees, and these committees regularly report on their activities and actions to the board. The board has four standing committees: Audit, Compensation and Talent, Corporate Governance, and Finance. Each committee can engage outside experts, advisors, and counsel to assist the committee in its work. Each committee has a written charter approved by the board. We post each charter on our website at www.investors.deluxe.com/governance/governance-documents. A copy of each charter is available upon request by contacting our Corporate Secretary, Deluxe Corporation, 801 Marquette Avenue South, Minneapolis, Minnesota 55402. The following table identifies the current committee members as of the date of this Proxy Statement.

Committee Memberships

Name

Audit

Compensation and Talent

Corporate Governance

Finance

William C. Cobb

Paul R. Garcia

Cheryl E. Mayberry McKissack

Barry C. McCarthy

Don J. McGrath

Thomas J. Reddin

Martyn R. Redgrave

John L. Stauch

Victoria A. Treyger

Telisa L. Yancy1

ü Committee Member C Committee Chair

(1)Ms. Yancy joined the board on May 11, 2021.

The following tables provide a summary of each committee's responsibilities, the number of meetings held by each committee during the last fiscal year and the names of the directors who served on each committee.


Audit Committee Number of meetings in 2021: 8 Directors who serve on the committee: John L. Stauch, Chair William C. Cobb Paul R. Garcia Don J. McGrath Telisa L. Yancy			•Subject to ratification by our shareholders, appoints the independent registered public accounting firm and oversees its work •Pre-approves all auditing services and permitted non-audit services to be performed by the independent registered public accounting firm, including related fees •Reviews and discusses with management and the independent registered public accounting firm our annual audited financial statements and recommends to the board whether the such statements should be included in our Annual Report on Form 10-K •Reviews and discusses with management and the independent registered public accounting firm our quarterly financial statements •Reviews and discusses with management and the independent registered public accounting firm significant reporting issues and judgments relating to the preparation of our financial statements, including the adequacy of internal controls and significant non-cash goodwill evaluations •Reviews and discusses with the independent registered public accounting firm our critical accounting policies and practices, alternative treatments of financial information within generally accepted accounting principles (GAAP) that have been discussed with management, and other material written communications between the independent registered public accounting firm and management •Reviews and discusses with management our earnings press releases, including the use of any pro forma or adjusted information outside of GAAP, as well as financial information and earnings guidance •Oversees the work of our internal auditors •Reviews the effectiveness of our legal and ethical compliance programs and maintains procedures for receiving, retaining and handling complaints by employees regarding accounting, internal controls, and auditing matters •Reviews and discusses, with management and the board, our enterprise risk assessment and risk management practices, as well as reports to the board any material risks identified in the course of performing its responsibilities •Receives, reviews, and oversees management responses to certain regulatory and other compliance audits, including Federal Financial Institutions Examination Council examinations


Compensation and Talent Committee Number of meetings in 2021: 6 Directors who serve on the committee: Thomas J. Reddin, Chair Paul R. Garcia Cheryl E. Mayberry McKissack Martyn R. Redgrave Telisa L. Yancy			•Develops our executive compensation philosophy •Evaluates and recommends incentive compensation plans for executive officers and other key managers, and all equity-based compensation plans, and oversees the administration of these and other employee compensation and benefit plans •Reviews and approves corporate goals and objectives relating to the President and CEO's compensation, leads an annual evaluation of the President and CEO's performance in light of those goals and objectives, and recommends to the board the President and CEO's compensation based on this evaluation •Reviews and approves other executive officers' compensation •Establishes and certifies attainment of incentive compensation goals and performance measurements applicable to our executive officers •Considers shareholder advisory votes related to executive compensation and considers risks created by or related to the design of our compensation programs •Oversees human capital management, including talent development and our diversity, equity and inclusion program •Retains and, in accordance with SEC requirements, determines the independence of, consultants that assist in its activities •Reports to the board any material risks identified in the course of performing its responsibilities


Corporate Governance Committee Number of meetings in 2021: 4 Directors who serve on the committee: Don J. McGrath, Chair Cheryl E. Mayberry McKissack Martyn R. Redgrave Victoria A. Treyger			•Reviews and recommends the size and composition of the board •Establishes criteria and procedures for identifying and evaluating potential board candidates •Reviews nominations received from the board or shareholders and recommends candidates for election to the board •Establishes policies and procedures to ensure the ongoing effectiveness of the board, including policies regarding retirement, review of qualifications of incumbent directors, and conflicts of interest •Establishes guidelines for conducting board meetings •Oversees the annual assessment of the board's performance •In consultation with the Compensation and Talent Committee, reviews and recommends to the board the amount and form of all compensation paid to directors •Recommends to the board the size, composition, and responsibilities of all board committees •Reviews and makes recommendations to the board regarding candidates for key executive officer positions and monitors CEO and management succession plans •Develops and recommends corporate governance guidelines, policies and procedures •Reports to the board any material risks identified in the course of performing its responsibilities


Finance Committee Number of meetings in 2021: 6 Directors who serve on the committee: William C. Cobb, Chair Thomas J. Reddin John L. Stauch Victoria A. Treyger			•Evaluates and approves acquisitions, divestitures and capital projects in excess of $10 million, and reviews other material financial transactions outside the scope of normal ongoing business activity •Reviews and approves our annual financing plans, as well as credit facilities maintained by us •Reviews financial performance and forecasts •Reviews and recommends changes to the capital structure, including policies concerning corporate finance matters such as capitalization, investment of assets, and debt/equity guidelines •Reviews and recommends dividend policy and approves declarations of regular shareholder dividends •Reviews and makes recommendations to the board regarding financial strategy and proposals concerning the sale, repurchase or split of our securities •Reports to the board financial risk management policies, as well as reports to the board any material risks identified in the course of performing its responsibilities

Communications with Directors

Any interested party having concerns about our governance or business practices, or otherwise wishing to communicate with our board, our independent directors as a group or any individual director, may submit such concerns in writing to the independent Chair of the Board, or the designated group of directors or individual director, in the care of the Corporate Secretary, Deluxe Corporation, 801 Marquette Avenue South, Minneapolis, Minnesota 55402.

Board Leadership Structure; Independent Chair

The board does not maintain a written policy regarding separation of the offices of Chair and CEO, believing that this issue should be addressed as part of the board's succession planning processes. However, the board has maintained a separation of the Chair and CEO roles since 2005. The board has found this structure to be effective, both in allowing the CEO to focus on execution of our strategy and allowing the Chair to assist the CEO in managing the work of the board. This structure also reinforces the value of independent board oversight from a risk management perspective. Cheryl Mayberry McKissack has been independent Chair of the Board since 2019.

Board Role in Risk Oversight

The board takes an active role in risk oversight, both as a full board and through its committees. Our independent directors regularly meet in executive session, without management present, to assess the quality of the board's meetings and to provide their observations to the President and CEO regarding our business challenges and risk mitigation strategies, among other things. Management conducts an annual enterprise-wide risk assessment. A formal report is delivered to the Audit Committee, the chair of which provides a synopsis to the board. Updates are provided as needed at board meetings. The objectives for the risk assessment process include the following: (1) addressing the NYSE governance requirement that the Audit Committee discuss policies related to risk assessment and risk management; (2) developing a defined list of key risks to be monitored by the board, its committees, and management; (3) determining whether any risks require additional or higher-priority mitigation efforts; (4) facilitating discussion of the risk factors to be included in our SEC reports; and (5) guiding the development of our internal audit plans.

In 2021, the risk-assessment process was conducted by our ERM steering committee, led by members of our Assurance and Risk Advisory Services department, our Chief Financial Officer, and our Chief Administrative Officer, working with the executive leadership team and senior-level staff, including the Chief Compliance Officer and the Chief Information Security Officer. The ERM steering committee evaluated potential risks and associated mitigating factors and strategies across our company. Identified risks were prioritized based on the potential exposure to our company, measured as a function of likelihood of occurrence and potential severity of impact if the risk were to materialize. The process included evaluating management's preparedness to respond to the risk. The risk profiles and current and future mitigating actions were discussed and refined during subsequent discussions with the executive leadership team. A summary of the results of the risk assessment process and our risk mitigation activities was presented to the Audit Committee. Risk updates are shared with the board each quarter.

Audit Committee Financial Expertise; Complaint Handling Procedures

In addition to meeting the independence requirements of the NYSE and the SEC, all members of the Audit Committee have been determined by the board to meet the financial literacy requirements of the NYSE's listing standards. The board has also determined that at least two members of the Audit Committee, John L. Stauch, the current Audit Committee Chair, and Don J. McGrath are both "audit committee financial experts" as defined by SEC regulations.

In accordance with federal law, the Audit Committee has adopted procedures governing the receipt, retention and handling of complaints regarding accounting and auditing matters. These procedures include a means for employees to submit concerns on a confidential and anonymous basis through our ethics and compliance hotline, which is operated by a third party.

Compensation and Talent Committee Processes and Procedures

The authority and responsibilities of the Compensation and Talent Committee are governed by its charter, a copy of which can be found on our website at www.investors.deluxe.com/governance/governance-documents, together with applicable laws, rules, regulations and NYSE listing standards. Along with fulfilling the duties listed in the table above related to executive compensation, the committee also oversees administration of equity-based plans, deferred compensation plans, benefit plans, retirement, and Employee Retirement Income Security Act of 1974 (ERISA) excess plans. The committee has delegated to management committees the responsibility to administer broad-based benefit plans and to oversee investment options and management of retirement and deferred compensation programs. The Compensation and Talent Committee is also responsible for oversight of our human capital management, which includes programs and related outcomes with respect to talent development, attraction, retention, and diversity, equity, and inclusion.

The committee has the authority to engage compensation consultants to assist it in conducting the activities within its general scope of responsibility. The committee retained Frederic W. Cook & Co., Inc. (FW Cook) as its independent consultant commencing in 2017. Prior to retaining FW Cook, and again during 2021, the committee assessed its relationship with FW Cook and determined that no conflicts of interest existed and that the firm was independent. Among other factors supporting FW Cook’s independence, we did not pay fees to FW Cook in 2021 other than for compensation consulting services for the Compensation and Talent Committee.

Although matters of director compensation ultimately are the responsibility of the board, the Compensation and Talent Committee works in conjunction with the Corporate Governance Committee and FW Cook, its independent compensation consultant, in evaluating director compensation levels, making recommendations regarding the structure of director compensation, and developing a director pay philosophy that is aligned with the interests of our shareholders.

Non-Employee Director Compensation

The general policy of the board is that compensation for independent directors should be a mix of cash and equity, with the majority of compensation provided in the form of equity. The Corporate Governance Committee, consisting solely of independent directors, has the primary responsibility for reviewing director compensation and considering any changes in how we compensate our independent directors. The board reviews the committee's recommendations and determines the amount of director compensation.

The independent compensation consultant of the Compensation and Talent Committee and the Compensation group in the Human Resources department support the committee in recommending director compensation and creating director compensation programs. In addition, the committee can engage outside advisors, experts, and others for assistance. The director peer group is listed on page 30, and consisted of companies with some similar characteristics to our company, as described in detail below under "Executive Compensation Discussion and Analysis; Benchmarking Process." The committee generally targets cash and equity compensation at the median of the peer group. The Corporate Governance Committee reviews director compensation on an annual basis, taking into account factors such as workload and market data. We did not make any changes to director compensation in 2021.

The following table sets forth our 2021 fee structure for our directors, with the fees paid on a quarterly basis. Fees remain unchanged from 2020.


Board and Committee Retainers			Annual Fee ($)
Board Retainer			85,000
Retainers in Addition to Board Retainer:
Independent Chair			110,000
Audit Committee Chair			28,000
Compensation and Talent Committee Chair			20,000
Corporate Governance Committee Chair			15,000
Finance Committee Chair			15,000
Non-chair Audit Committee Member			15,000
Non-chair Compensation and Talent Committee Member			10,000
Non-chair Corporate Governance Committee Member			10,000
Non-chair Finance Committee Member			10,000

SEC Form DEF 14A filed by Deluxe Corporation