Document

DEF 14A 1 fy2025proxystatement.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. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under §240.14a-12


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

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


Payment of Filing Fee (Check the appropriate box):
x			No fee required.
¨			Fee paid previously with preliminary materials:
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PROXY STATEMENT

and notice of annual meeting of shareholders

Thursday, April 23, 2026, at 3:00 p.m. Central Daylight Saving Time

www.virtualshareholdermeeting.com/DLX2026

A Letter from Our Independent Board Chair


			“Deluxe has become so much more than our founder W.R. Hotchkiss ever could have imagined.” Cheryl E. Mayberry McKissack Independent Chair

Fellow shareholders,

On behalf of our Board of Directors, thank you for your continued investment in Deluxe and passion for our business. As we approach our Annual Shareholder Meeting on April 23, 2026, I’d like to provide some updates on both our 2025 results and longer-term strategy.

110 Years of Innovation

2025 marked the 110th anniversary of Deluxe. Founded in 1915 with the invention of the checkbook, Deluxe has not stopped reimagining the payments landscape, a testament to the entrepreneurial spirit upon which the company was founded, and the continued passion for innovation and continuous improvement that permeates the company today.

In 2025, we leveraged our history as a leader in paper payments, as we continued our progression toward a tech-forward payments and data powerhouse. Payments are our legacy and our future. Whether by facilitating digital payments, providing financial software-as-a-service solutions, or helping businesses grow through data-driven insights, Deluxe has become so much more than our founder W.R. Hotchkiss ever could have imagined. I speak for the entire board when I share my admiration for the company’s evolution and appreciation for the individuals who are making it happen. It remains an exciting time to be part of Deluxe!

Our Strategic Priorities

As we entered 2025, we outlined three clear priorities for Deluxe:

•shift the revenue mix from our legacy print business to our payments and data portfolio to deliver profitable organic growth;

•drive operating leverage, with profits continuing to grow faster than revenue; and

•increase EBITDA and free cash flow to lower net debt and improve the leverage ratio.

2025 was a resounding success across all three of these factors. Our team executed with discipline and each of our businesses performed well, driving robust growth of profit metrics and benefiting our balance sheet.

Shifting Revenue Mix

Our strategy remains consistent – leverage the cash flow, relationships, and brand equity from our Print businesses to invest in our higher-growth Merchant Services, B2B Payments, and Data Solutions business units. This is a key shift for my board colleagues and me – the Print businesses have served Deluxe well but will continue their secular decline over the coming years. Deluxe must grow the Payments and Data businesses to thrive into the future – and grow they have.

We materially and strategically shifted our revenue mix toward our growing Payments and Data businesses. Combined, these businesses grew 10% in 2025, more than offsetting the secular declines across the Print segment, and they now account for 47% of revenue, up from 43% one year ago. This shift demonstrates the team’s commitment to growing the company the right way, through organic growth and development in the areas that will mark our future. This also serves as another proof point that we are clearly on the path to achieve the strategic objective of parity between our Payments and Data businesses and our Print businesses.

Operating Leverage

The leadership team has made a concerted effort to focus not just on driving revenue, but ensuring it’s the right kind of revenue – profitable and repeatable. Thanks to that rigor and focus, Deluxe profits have grown faster than revenue for the third consecutive year, with comparable adjusted EBITDA growing year-over-year for 12 consecutive quarters. Margins also grew in every one of our operating segments in 2025, a testament to the work the entire team has done to find efficiencies and scale responsibly.

In partnership with the executive team, the board was also adamant about being willing to walk away from low margin deals, particularly in the legacy Print area of promotional solutions. We remain focused on driving profitable revenue, and letting deals with unattractive margins fall to the wayside. This kind of discipline is key as we continue to evolve the portfolio mix.

EBITDA and Free Cash Flow

At our Investor Day in December 2023, we laid out two simple goals: generate $100M in incremental run-rate free cash flow and increase comparable adjusted EBITDA by $80M by 2026. In 2025, we made considerable progress toward these goals, increasing comparable adjusted EBITDA by more than 6% and comparable adjusted EPS by more than 10%. We also quickly exceeded our free cash flow objectives, reaching our 2026 target a full year ahead of schedule.

As a result, we lowered our leverage ratio to 3.2x by the end of 2025, outpacing our goal. We are tracking a full quarter ahead of schedule, which gives the leadership team more freedom to make strategic business decisions in the year(s) ahead. We believe all of this creates long-term value for shareholders, which, of course, is our ultimate goal.

To summarize, our 2025 results demonstrate clear progress on all three concurrent strategic priority areas: shifting the mix toward Payments and Data, driving operating efficiencies, and increasing cash flow generation while reducing debt and improving our leverage ratio.

Our People and Our Leadership

Of course, it’s not all about the financials, which is where the thousands of Deluxers come in. Put simply: our team executed well in 2025. This team rallied around our goals, finding new ways to work and adapt to the realities of the marketplace, and embodied our values every day. The rating agencies noticed this execution, with S&P upgrading our rating twice during the year. The board and I cannot express enough gratitude to these dedicated individuals for their passion and efforts.

Having the right leadership team in place is critical to this effort. As a board, we remain dedicated to supporting this work and ensuring we have strong governance practices and the right mix of experience and expertise to provide thoughtful, independent oversight of Deluxe’s strategy, performance, and culture.

Thank You

On a personal note, I am retiring and, therefore, am not standing for reelection. It has been my distinct honor and privilege to serve on the Deluxe board for the last 25 years, and to chair the board for the last seven. I am as optimistic as I’ve ever been about the company, its future and the management team’s ability to achieve our goals.

Again, thank you for your support of and investment in Deluxe. Please join our Annual Shareholder Meeting on April 23, 2026, and if you are unable to attend, please submit your vote in advance to ensure your shares are represented at the meeting – your vote and your voice is very important to us.

Sincerely,



Cheryl E. Mayberry McKissack Chair

Notice of 2026 Annual Meeting of Shareholders


Date and Time:			Thursday, April 23, 2026, at 3:00 p.m. Central Daylight Saving Time Online check-in begins at 2:30 p.m.
Virtual (Online Only):			Online at www.virtualshareholdermeeting.com/DLX2026
Approximate Mail Date:			Monday, March 9, 2026
Record Date:			Shareholders of record at the close of business on February 23, 2026, are entitled to vote at the meeting and at any adjournment thereof. Each share of common stock is entitled to one vote for each director candidate and one vote for each of the other proposals.


Items of Business	Board's Recommendation	Page Reference
Election of nine directors	FOR EACH NOMINEE	Page 6
Advisory vote to approve the compensation of our named executive officers	FOR	Page 50
Approval of Amendment No. 3 to the Deluxe Corporation Stock Incentive Plan	FOR	Page 51
Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm	FOR	Page 59

In addition, any other business properly presented may be acted upon at the meeting.

By Order of the Board of Directors,

Jeffrey L. Cotter

Chief Administrative Officer, Senior Vice President and General Counsel

March 9, 2026

How to Vote in Advance

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. Voting by telephone, internet, or mail will not limit your right to vote at or to attend the virtual annual meeting.


Method	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 22, 2026 •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 22, 2026 Telephone voting is available 24 hours a day
Mail	This option is available only if you receive a paper proxy card or receive a voting instruction card. If you own your shares directly: •Complete, sign, and date the proxy card •Mail it in the pre-addressed envelope that accompanies the proxy card If 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 23, 2026 (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

Participating in our Annual Meeting

We are holding our annual meeting in a virtual meeting format because we believe a virtual meeting provides ease of access, real-time communication, cost savings for our shareholders and the company, and greater access and participation opportunities for shareholders.

How can I attend the meeting?

You can attend the meeting online, vote your shares electronically, and submit your questions during the meeting by logging onto our virtual forum at www.virtualshareholdermeeting.com/DLX2026 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. The meeting will begin promptly at 3:00 p.m. CDT. We encourage you to access the meeting prior to the start time. Online check-in will begin at 2:30 p.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. Answers to appropriate questions not addressed during the meeting will be posted following the meeting on the investor relations page of our website.

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 login page.

Will a replay of the meeting be available?

Following completion of the meeting, a webcast replay will be available on www.deluxe.com through May 15, 2026.


Table of Contents
Proxy Summary			1
Item 1: Election of Directors			6
Board Structure and Governance			10
Stock Ownership and Reporting			19
Executive Compensation			21
Compensation Tables			38
Item 2: Advisory Vote to Approve the Compensation of Named Executive Officers			50
Item 3: Approval of Amendment No. 3 to the Deluxe Corporation 2022 Stock Incentive Plan			51
Item 4: Ratification of the Appointment of Independent Registered Public Accounting Firm			59
Other Proxy and Voting Information			62
Annual Report to Shareholders and Form 10-K			64
Annex A			65
Annex B			67
Annex C			68

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. In this Proxy Statement, we refer to Deluxe Corporation as Deluxe, we, our, the company, or us.

Meeting Information

Our 2026 Annual Meeting of Shareholders will be held on Thursday April 23, 2026, at 3:00 p.m. Central Daylight Saving Time. The meeting will be conducted virtually at www.virtualshareholdermeeting.com/DLX2026 with check-in beginning at 2:30 p.m. We are mailing Notice of Internet Availability of Proxy Materials (Internet Notice) to shareholders of record beginning on or about March 9, 2026.

Our Director Nominees


Name	Age	Director since	Independent	Other current public company boards
Angela L. Brown	68	2024	Yes	1
Michelle T. Collins	64	2025	Yes	2
Hugh S. (Beau) Cummins III	63	2025	Yes	0
Paul R. Garcia	73	2020	Yes	2
Barry C. McCarthy	62	2018	No	0
Thomas J. Reddin	65	2014	Yes	2
Morgan M. (Mac) Schuessler, Jr.	55	2025	Yes	1
John L. Stauch	61	2016	Yes	1
Telisa L. Yancy	59	2021	Yes	0

Nominee Board Composition

The following charts provide information about the makeup of our board immediately after the annual meeting if all director nominees are elected:


33% Female Representation			5.1 years Average Tenure			22% Ethnic/Racial Diversity

Director Qualifications and our Strategy

We seek to have a well-rounded, diverse and independent board that reflects both institutional knowledge of longer-tenured directors and fresh perspectives brought by newer directors. We ensure that every director possesses the core competencies we deem necessary to provide effective oversight and leadership to the company. We have also identified other skills that we believe are important to have reflected within the broad range of skills offered by our individual directors. The table and matrix below identify the qualifications and skills we deem most important for our directors and how those qualifications link to our strategy. After identifying relevant director qualifications, our board utilizes the skills and experience matrix to facilitate the comparison of directors’ skills versus those identified as necessary to implement and oversee our strategy. These skills are periodically reviewed to ensure relevance and to assist in identifying director nominees who will complement the experience, qualifications, skills, and attributes of other directors.


Key Skill or Qualification			Link to our Strategy
Core Competencies

C-Suite Experience			Ensures practical understanding of our organization and strategy, and encourages robust dialogue and decision-making
Strategic Planning			Ensures the ability to provide thoughtful and practical leadership through an understanding of the development, execution, and assessment of business strategies and annual operating plans
Shareholder Advocacy			Allows us to be responsive to shareholder concerns and drive change based on engagement feedback
Strategic Skills

Payments and/or Data Experience			Ensures we receive valuable advice in our Merchant Services, B2B Payments, and Data Solutions segments, where we see the biggest opportunities for growth
Public Company Board Experience			Ensures directors understand issues facing public companies, as well as corporate governance practices and the nature of the relationship between the board and management
Financial Management			Ensures our board is able to assess the company's performance, promote disciplined and accurate financial reporting, maintain robust controls, understand capital markets, and exercise disciplined capital allocation
Marketing			Provides valuable perspective for marketing our B2B Payments and Data businesses, while sustaining our Print business
Risk Management Oversight			Ensures our board's ability to exercise its oversight of our overall enterprise risk management program, including identifying, managing, and mitigating key risks
Cybersecurity and Data Privacy			Supports our commitment to protecting the data of the financial institutions, businesses, and consumers to whom we provide services and products

Corporate Governance Highlights

Our Corporate Governance Guidelines, together with our bylaws, are intended to foster leading governance practices for our board and company. Our board oversees administration and interpretation of these guidelines, including determining whether amendments to the guidelines are appropriate. Below are highlights of key features of our corporate governance practices. Please see “Board Structure and Governance” beginning on page 10 of this Proxy Statement for more information about our corporate governance practices.

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

Cybersecurity Oversight

Stock Hedging and Pledging Policies

Shareholder Outreach

We are committed to both listening and responding to our shareholders. Management, along with Investor Relations, regularly meets with shareholders throughout the year. We will continue this active dialogue with shareholders and elevate and integrate feedback into board discussions to ensure we address those matters shareholders deem critical.

Fiscal 2025 Performance Highlights

In fiscal year 2025, we reported revenue of $2.133 billion, a 0.5% increase from 2024 on a reported basis and 1.1% increase from 2024 on a comparable adjusted basis. We reported net income of $82.2 million, compared to $52.9 million in the prior year, driven by overall revenue growth, improved operating expense efficiencies, and lowered restructuring spending. Adjusted EBITDA was $431.5 million, increasing 6.2% versus 2024 on a comparable adjusted basis, and reflecting a 20.2% margin. We delivered against our capital allocation priorities, reducing our total debt by $73.7 million, investing $95.3 million in capital expenditures, including toward our growth initiatives, and continuing to

return capital to shareholders via our dividend. We remain encouraged by our continued momentum as we have transformed into a trusted Payments and Data company. See Annex A for a reconciliation of adjusted EBITDA, comparable adjusted revenue, comparable adjusted EBITDA, and comparable adjusted EBITDA margin, each of which are non-Generally Accepted Accounting Principles (GAAP) financial measures, to the most directly comparable GAAP financial measure.

Executive Compensation Highlights

Our executive pay is comprised of base salary, an annual bonus calculated in accordance with our Annual Incentive Plan (AIP), and long-term equity incentives consisting of restricted stock units (RSUs) and performance share units (PSUs). Over 70% of our executive pay (87.5% for our President and CEO) is at-risk, and a significant portion is performance-based, as shown below.

We believe that this mix provides appropriate incentive for executives throughout the year, while ensuring that their interests align with those of our shareholders. Each component of our compensation package serves specific objectives, as follows:


Element			Objectives
Base Salary			Provides competitive pay to attract and retain accomplished and successful executives with the requisite experience to drive significant growth
Annual Incentive Plan			Encourages and rewards valuable contributions to our annual financial and operational performance objectives by rewarding high performance and achievement of annual corporate goals
RSUs			Helps retain talent and aligns executive incentives with the interests of our shareholders
PSUs			Rewards share price performance on both an absolute and relative basis and provides incentive for executives to reach long-term financial and strategic goals

Environmental, Social and Governance (ESG) Highlights

Before ESG even had a name, Deluxe was incorporating many of its key principles into our operations. Our long-standing commitment to “do the right thing” continues today. Further details about our ESG program can be found in our ESG Report at deluxe.com/content/dam/deluxe/us/en/home/blog/newsroom/Deluxe-ESG-Report-2024.pdf

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 2026 Annual Meeting of Shareholders. Cheryl E. Mayberry McKissack is not standing for re-election at the meeting, and Paul R. Garcia is expected to be the independent Chair of the Board effective immediately following the 2026 Annual Meeting of Shareholders. The board recommends that the nine individuals presented below, all of whom are current directors, be elected to serve on the board until the 2027 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.


Angela L. Brown Retired President and CEO Moneris Solutions Corporation Director since: 2024 Age: 68 Independent: Yes			Background •Retired President and Chief Executive Officer of Moneris Solutions Corporation, a Canadian merchant services company specializing in payment processing, from 2013 to 2023 •Former Group Executive, Enterprise Development, Merchants & Acceptance, for MasterCard Worldwide •Held multiple senior banking positions at both Fifth Third Bank in Cincinnati and Canadian Imperial Bank of Commerce in Toronto Qualifications •Broad experience in the banking industry in general, and in particular, payment processing •Her certification in Cybersecurity Risk Oversight from the Software Engineering Institute at Carnegie Mellon University and the National Association of Corporate Directors informs her oversight of our information security program •Currently serves on the board of Altus Group (TSX: AIF) Committees: Audit and Finance; Corporate Governance


Michelle T. Collins Former Partner Deloitte Director since: 2025 Age: 64 Independent: Yes			Background •Retired Partner, Deloitte (serving from 1996-2024), and former member of Deloitte's U.S. Board of Directors, she led the automotive sector and served many of Deloitte's largest global clients •While at Deloitte, served as the Vice Chair and Automotive Sector Leader, Audit Chief Strategy and Communications Officer, Audit & Assurance Ideation Leader, Central Regional Risk and Advisory Leader, and Michigan Audit Practice Leader Qualifications •Broad experience in business transformations, mergers and acquisitions, enterprise risk management, financial accounting and reporting, and SEC compliance informs her oversight of our management and governance processes •As a Certified Public Accountant with decades of audit experience, she is a qualified financial expert •Currently serves on the board of OwensCorning (NYSE: OC) and Albemarle (NYSE: ALB) Committees: Audit and Finance; Compensation and Talent


Hugh S. (Beau) Cummins III Former COO Truist Financial Corporation Director since: 2025 Age: 63 Independent: Yes			Background •Vice Chair, Chief Operating Officer, and member of operating council of Truist Financial Corporation, a bank holding company, from 2023 to 2025 •Formerly led Truist's wholesale group from 2021 to 2023, and was the Head of Corporate & Institutional Group of Truist from 2019 to 2021 •Served in various executive operating roles for SunTrust Bank between 2005-2019 (SunTrust-Truist merger), including co-Chief Operating Officer and Wholesale Segment Executive Qualifications •His significant experience, including in banking, payments, operational services, and performance acceleration, provide him with insight as we continue to grow in the payments space •Has broad background in corporate strategy and development, transformation, and enterprise governance and controls, all of particular importance to us as a public company Committees: Audit and Finance; Compensation and Talent


Paul R. Garcia Retired Chairman and CEO Global Payments Inc. Director since: 2020 Age: 73 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 Repay Holdings Corporation (Nasdaq: RPAY) and UnitedHealth Group (NYSE: UNH), and previously (2019 to 2022) served on the board of Truist Financial Corporation (NYSE: TFC) Committees: Audit and Finance; Compensation and Talent (Chair), Corporate Governance


Barry C. McCarthy President and CEO Deluxe Corporation Director since: 2018 Age: 61 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, payments, 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


Thomas J. Reddin Managing Partner Red Dog Ventures LLC Director since: 2014 Age: 65 Independent: Yes			Background •Managing Partner, Red Dog Ventures LLC, a venture capital and advisory firm he founded in 2007 •Early stage member of team that built LendingTree.com, a leader in online lending and ecommerce, from 1999 to 2007, where he held various senior executive positions, including Chief Executive Officer, President and Chief Operating Officer, and Chief Marketing Officer Qualifications •Red Dog Ventures focuses on growing early stage digital companies, through which he brings experience in data and data analytics, AI/machine learning, cybersecurity, digital marketing and internet lead generation, search engine optimization, and product management •Nine years of experience building and scaling an online lending exchange, matching millions of consumers with hundreds of lenders •17 years of experience in the consumer goods industry, including at Kraft General Foods and 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 •Provides a valuable perspective in the board's oversight of our information security program, including through his certification in Cybersecurity Risk Oversight from the Software Engineering Institute at Carnegie Mellon University and the National Association of Corporate Directors •Has extensive public company board experience, including currently serving on the boards of Asbury Automotive Group, Inc. (NYSE: ABG), where he chairs the board, and Tanger Factory Outlet Centers, Inc. (NYSE: SKT), where he chairs the compensation committee Committees: Audit and Finance; Compensation and Talent; Corporate Governance (Chair)


Morgan M. (Mac) Schuessler, Jr. CEO and President Evertec Group Director since: 2025 Age: 55 Independent: Yes			Background •Since 2015, Chief Executive Officer, President, and director of Evertec Group (NYSE: EVTC), an S&P 600 component and one of the largest transaction processing companies in Latin America •Served in multiple leadership roles, most recently as President, International, at Global Payments between 2005 and 2014 •Previously served in ascending leadership roles at American Express Corporate Services between 1996 and 2005 Qualifications •Over 30 years of public company experience, including as a CEO and a director •Extensive experience in the payments and fintech industry, one of our major strategic areas of focus Committees: Audit and Finance; Corporate Governance


John L. Stauch President and CEO Pentair plc Director since: 2016 Age: 61 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 and Finance (Chair); Corporate Governance


Telisa L. Yancy Group President American Family Insurance Director since: 2021 Age: 59 Independent: Yes			Background •Group President of American Family Insurance, a property/casualty insurance group, since January 2023 •Previous positions at American Family include serving as President, Direct to Consumer from 2021 to 2023, Chief Operating Officer, Agency Business from 2019 to 2021, and 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 enables her to provide guidance as we continue cross-selling 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 of American Family Insurance and of the American Property and Casualty Insurance Association Committees: Audit and Finance; Compensation and Talent

Director Not Standing for Re-election


Cheryl E. Mayberry McKissack CEO Nia Enterprises LLC Director since: 2000 Independent Chair since: 2019 Age: 70 Independent: Yes			Background •Independent Chair of Deluxe since 2019 •Chief Executive Officer (2000-present) of Nia Enterprises LLC, a marketing, entrepreneurial business, and digital consulting firm, and President, Board Member, and co-owner of Black Opal Inc., a cosmetics and skin care firm •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) Qualifications •Regarded as an expert on entrepreneurship and the art of selling; author of the book, The Entrepreneurial Sell, published in 2018 •Former Associate Adjunct Professor of Entrepreneurship at the Kellogg School of Business, Northwestern University, where she lectured for 10 years (2005-2015) •Her experience in launching the ebony.com website and as a successful entrepreneur and digital technology executive provides a unique perspective to the board •Her experience in SaaS marketing and new media solutions is a valuable complement to the skills she brings to the board particularly in our Data Solutions and Print segments Committees: Compensation and Talent; Corporate Governance

BOARD STRUCTURE AND GOVERNANCE

Corporate Governance at Deluxe

We seek to adopt and use corporate governance 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			•One of our director nominees self-identifies as African American, one as Hispanic, and three 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 •With the President and CEO, develops and sets the agenda for board meetings 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, change management, and other risks that could adversely affect our business, which also includes crisis management and business continuity planning
Board Effectiveness Reviews			•We conduct annual self-assessments of the board and each of its committees

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 and Finance, 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 Finance Committee 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 and Finance, Compensation and Talent, and Corporate Governance 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 is 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.

Code of Ethics

All of our directors and employees, including our Named Executive Officers (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 is designed to require 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 coworkers, 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 our principal executive offices at Deluxe Corporation, 801 Marquette Avenue South, Minneapolis, Minnesota 55402.

Certain Relationships and Related Person Transactions

Program Overview

The board has adopted a written policy under which the Audit and Finance 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 and Finance 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.

Synapse Labs Inc.

In 2024, Deluxe entered into agreements with Synapse Labs Inc. (“Synapse”) for software and technical services used to enhance Deluxe’s systems and products. An immediate family member of our Chief Technology and Digital Officer, Mr. Jeyaprakasam, is an officer and equity owner of Synapse. Payments to Synapse in 2024 totaled approximately $1,190,000. These transactions have been reviewed and approved by the Audit and Finance Committee.

In 2025, Deluxe continued to engage Synapse for similar software and technical services. Payments to Synapse in 2025 totaled approximately $1,235,000, and the Audit and Finance Committee likewise reviewed and approved these transactions.

In December 2025, Deluxe entered into an agreement ("December 2025 SOW") with Synapse anticipating Synapse's engagement in 2026 as an IT vendor, providing various software and technical services. These transactions were also reviewed and approved by Deluxe's Audit and Finance Committee. Any spend occurring under the December 2025 SOW will be reported as required in Deluxe's fiscal year 2026 proxy statement.

Board Composition, Qualifications, and Tenure

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, we believe that our directors should have diverse backgrounds and possess a variety of qualifications, experience, and knowledge to complement the attributes of other board members and enable them to contribute effectively to the board's oversight role. We invite candidates to self-identify gender, sexual orientation, race, or ethnicity, as well as diversity in their work experiences. We also believe that a majority of board members should have a background in business, including experience in markets we serve 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 in the Director Skills Matrix in the Proxy Summary section), 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 directors must be independent, the current standards for which are discussed above under "Board Oversight and Director Independence."

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

•A non-employee director who ceases to hold the principal 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.

If all of the nominees are elected to the board, after the 2026 Annual Meeting of Shareholders, our directors' tenure will range from less than one year to 12 years of board service, with an average of approximately five years. 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.

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. Collins was recommended to the board during 2025 by a third-party search firm in response to specifications identified by the Corporate Governance Committee.

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 in care of Deluxe Corporation, 801 Marquette Avenue South, Minneapolis, Minnesota 55402. 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. Because the advance notice provisions of our bylaws require earlier notice than what is required by Rule 14a-19, any notice being provided under Rule 14a-19 must also be submitted in accordance with the deadlines set forth in the preceding sentence. 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. In addition, shareholders who intend to solicit proxies in support of director nominees other than company nominees for the 2026 Annual Meeting of Shareholders must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act and complies with all other requirements under Rule 14a-19, including the minimum solicitation requirements. No shareholders submitted director nominations in connection with this year's meeting. Any shareholders desiring to present a candidate at the 2027 Annual Meeting of Shareholders must furnish the required notice no later than January 26, 2027.

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 11 directors is optimal. 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 six meetings of the board in 2025. Each director attended, in person, virtually, or by telephone, at least 75% 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 2025.

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 three standing committees: Audit and Finance, Compensation and Talent, and Corporate Governance. Each committee may 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.


Name	Audit and Finance	Compensation and Talent	Corporate Governance
Angela L. Brown	ü		ü
Michelle T. Collins	ü	ü
Hugh S. (Beau) Cummins III	ü	ü
Paul R. Garcia	ü	C	ü
Cheryl E. Mayberry McKissack1		ü	ü
Barry C. McCarthy
Thomas J. Reddin	ü	ü	C

SEC Form DEF 14A filed by Deluxe Corporation