dlx-20240308

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 25, 2024 at 3:00 p.m. Central Daylight Saving Time

www.virtualshareholdermeeting.com/DLX2024

March 11, 2024

Dear Deluxe shareholders,

In 2019, we began to leverage the trust and credibility built from our check printing heritage to successfully transform Deluxe into a modern Payments and Data company. Our legacy print businesses continue to be strong profit drivers, enabling us to responsibly invest in our Payments and Data businesses to drive growth. As we enter 2024, we have completed our infrastructure modernization and have significantly streamlined our product portfolio. Our One Deluxe approach continues to help us win business by solving customer challenges with multiple Deluxe solutions.

Last year’s results confirm our approach:

•We achieved our third consecutive year of organic revenue growth – the first time we’ve accomplished this in nearly three decades.

•We leveraged our scale to grow profits faster than revenue, outpacing the secular design of our legacy print businesses. We have clearly changed the company’s trajectory.

•We launched the enterprise-wide North Star initiative, which we expect will more than double our current cash flow run rate and improve our adjusted EBITDA. We’ve already made significant progress toward unlocking the value promised by this plan.

•Our business generated strong cash flows and improved our net debt position. Lowering net debt while simultaneously investing for growth and maintaining our dividend remain our clear capital allocation priorities.

In early December, we met in person with more than 25 investors – with hundreds more joining virtually – for our Investor Day. This was a great opportunity to tell our story to investors and analysts, pulling back the curtain even further on our success and future growth.

Of course, it’s not all about the financials, which is where the thousands of Deluxers come in. We continue to work side-by-side, fostering a culture that enables us to provide value to our employees, customers, partners, and shareholders.

Please join our virtual annual meeting on April 25, 2024. 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 2024 Annual Meeting of Shareholders

We invite you to attend Deluxe Corporation's 2024 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/DLX2024 and by following the instructions in your proxy materials.

Date: Thursday, April 25, 2024

Virtual Forum: www.virtualshareholdermeeting.com/DLX2024

Time: 3:00 p.m. CDT

Record Date: Monday, February 26, 2024

AGENDA

1.Election of eight directors to hold office until the 2025 annual meeting of shareholders;

2.Advisory vote to approve the compensation of our named executive officers;

3.Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

4.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 26, 2024, are entitled to vote at the meeting and at any adjournment thereof. In this Proxy Statement, we 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 11, 2024. 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 17, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

Jeffrey L. Cotter

Chief Administrative Officer, Senior Vice President and General Counsel

March 11, 2024


Table of Contents
Proxy Summary			1
Meeting and Voting Information			9
Item 1: Election of Directors			12
Board Structure and Governance			16
Stock Ownership and Reporting			25
Executive Compensation			27
Compensation Tables			40
Item 2: Advisory Vote to Approve the Compensation of Named Executive Officers			51
Item 3 : Ratification of the Appointment of Independent Registered Public Accounting Firm			52
Shareholder Proposals			54
Other Business			54
Annual Report to Shareholders and Form 10-K			54
Annex A			55

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.

2024 Annual Meeting Information


Date and Time:			Thursday, April 25, 2024, at 3:00 p.m. Central Daylight Saving Time
Place:			Online at www.virtualshareholdermeeting.com/DLX2024
Approximate Mail Date:			Monday, March 11, 2024
Record Date:			Monday, February 26, 2024

Summary of Shareholder Voting Matters


Agenda Item	Board's Recommendation	Page Reference
Election of directors	FOR EACH NOMINEE	Page 12
Advisory vote to approve the compensation of our named executive officers	FOR	Page 51
Ratification of PricewaterhouseCoopers as our independent registered public accounting firm	FOR	Page 52

Our Director Nominees


Name	Age	Director since	Independent	Other current public company boards
William C. Cobb	67	2020	Yes	1
Paul R. Garcia	71	2020	Yes	2
Cheryl E. Mayberry McKissack	68	2000	Yes	0
Barry C. McCarthy	60	2018	No	0
Thomas J. Reddin	63	2014	Yes	2
Martyn R. Redgrave	71	2001	Yes	0
John L. Stauch	59	2016	Yes	1
Telisa L. Yancy	57	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


25% Female Representation						>35% 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 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 2023, we continued our shareholder outreach campaign to identify views on our executive compensation programs and, where reasonable, implemented changes that directly address any concerns. Several of these changes are described in more detail in this Proxy Statement on page 29.

As part of our 2023 shareholder outreach campaign, we invited our largest 25 shareholders, representing approximately 74% of our outstanding shares, to discuss their views on, among other things, executive compensation; board diversity; disclosure; and environmental, social, and governance (ESG) measures. We met with shareholders representing nearly 18% of our outstanding shares. We will continue to maintain this active dialogue with shareholders and continue to elevate and integrate feedback into board discussions, including topics such as pay-for-performance and metrics that are used to determine short- and long-term incentive compensation. The participants in the outreach team consisted of our Compensation and Talent Committee Chair; Chief Human Resources Officer; Chief Administrative Officer, General Counsel and Corporate Secretary; Vice President, Total Rewards; Vice President, Regulatory Counsel & Chief Compliance Officer; and Vice President, Mergers, Acquisitions and Investor Relations. As a part of the process, we also engaged MacKenzie Partners, Inc., as an advisor.

Fiscal 2023 Performance Highlights

In fiscal year 2023, we reported revenue of $2.192 billion, a 2% decrease from 2022 inclusive of our exit of the web hosting business during the year. On a comparable adjusted basis, revenue increased by $6 million versus the prior year. This represents our third consecutive year of organic sales-driven growth, an achievement not seen in nearly three decades. We reported net income of $26.2 million compared to $65.5 million in the prior year, driven by increased interest and restructuring expenses, while our adjusted EBITDA of $417.1 million increased 3.2% on a comparable adjusted basis, and reflected a 19% margin. Our growth businesses of Payments and Data posted full-year comparable adjusted revenue growth while our legacy print business saw modest secular decline, as expected. Our One Deluxe strategy continues to drive cross-selling within our customer base. While we continue to encounter

macro-economic pressures, including supply chain issues, inflation, and high interest rates, we are encouraged by our continued momentum as we have transformed into a modern Payments and Data company. See Annex A for a reconciliation of comparable adjusted revenue, comparable adjusted EBITDA, and EBITDA margin, each of which are non-Generally Accepted Accounting Principle (GAAP) financial measures, 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 2023 compensation package, including 2023 compensation actions that are specific to him.


Element			Key Features
Base Salary			•2023 annual base salary changed April 1, 2023, from $925,000 to $950,000, in line with the increases generally provided to our employees
Annual Incentive Plan			•Target annual incentive payout for 2023 was $1,132,500, or 120% of actual base salary •Actual annual incentive payout for 2023 was $1,228,763, or 108.5% of target
Long-Term Equity Incentives			•For 2023, the target value of the long-term equity incentive award was $5.5 million (a 50/50 mix of restricted stock units (RSUs) and performance share units (PSUs)), an increase from $4.5 million in 2022 in recognition of continued operating success and alignment with competitive market practice
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 2023 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: 30% enterprise/business unit adjusted revenue, 30% enterprise adjusted EBITDA, 20% enterprise adjusted earnings per share, and 20% strategic initiatives, which are defined on page 33 •Annual incentive award targets are individual, range from 75% to 120% of actual base salary, and are capped at 200% of target value •For 2023, target opportunity remained constant, and awards were paid out at 108.5% of target for enterprise plan participants
Long-Term Equity Incentives	•Helps retain talent and drives stock performance for shareholders; rewards stock performance on both an absolute basis and relative to peers •Target long-term equity mix includes 50% time-based vesting RSUs and 50% PSUs	•Long-term incentives are targeted at a blend of median comparison Peer Group data and size-adjusted median general industry survey data •RSUs accrue dividend equivalents that are only paid out upon vesting •Metrics for the PSUs are weighted equally between three-year cumulative revenue and three-year cumulative free cash flow targets using a year-over-year fixed growth rate specific to each metric, with final payout results for both metrics subject to a relative total shareholder return (TSR) modifier •2023 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
Retirement Benefits	•Directly rewards continued service and indirectly rewards individual performance	•Retirement benefits include participation in a 401(k) savings plan and an optional non-qualified compensation deferral plan

Environmental, Social, and Governance Matters

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. At the management level, our ESG matters are coordinated by our Vice President, Regulatory Counsel and Chief Compliance Officer, who regularly engages with executive leadership and the board on ESG issues and who is responsible for:

•regularly assessing ESG priorities to determine the topics our stakeholders find most pressing;

•working with enterprise leadership to weave ESG-related priorities into our business operations, including sourcing and supply chain operations, human resource management, and managing our real estate portfolio; and

•managing ESG-related goals and our ESG data, measurement, and reporting.

Inclusion

Under the board’s oversight and guidance, we have taken significant actions to enhance our diverse and inclusive culture, protect and train our employees, and maintain our reputation as a great place to work. We believe that our culture of diversity, equity, inclusion, and belonging is a competitive advantage and that it enhances our ability to attract and retain talent. We continually strive to improve the attraction, retention, and advancement of diverse employees to grow and sustain talent that represents the communities in which we operate. We continue our commitment to diversity, equity, inclusion, and belonging through our sustained and targeted efforts to recruit, develop, and retain employees representing diverse groups.

Some recent examples of our commitment to diversity, equity, inclusion, and belonging include:

•More than 35% of our director nominees identify as from diverse backgrounds, including the independent Chair of our board, who is a woman of color.

•As of December 31, 2023, more than 56% of our total workforce identified as female and approximately 42% identified as male, with the remaining approximately 1% choosing not to identify.

•As of December 31, 2023, our United States workforce was made up of approximately 48% white and 38% non-white employees, with the remaining approximately 14% choosing not to identify.

•In 2020, our CEO, Barry McCarthy, joined the CEO Action for Diversity and Inclusion coalition. The goal of the coalition is to create and maintain environments, platforms, and forums where all employees feel comfortable reaching out to colleagues to gain greater awareness of each other’s perspectives and experiences. With more than 1,000 CEOs in the coalition, work is focused on cultivating workplaces that support open dialogue on complex and sensitive conversations about equality and inclusivity.

•In 2020, we formed our Employee Resource Committee and established four employee resource groups (ERGs) dedicated to fostering inclusion and diversity. Since 2020, we have grown our programs and now offer ten ERGs, including for our African American; Pacific Islander, Middle Eastern, Asian; disabled (visible and invisible disabilities); Hispanic and Latino; veteran; LBGTQI+; those affected by cancer; parent; emerging leader; and women employee populations. Each group has a senior management-level leader who champions its cause and offers support. Since 2020, our ERGs have provided over 100 hours of programming, and hundreds of our employees regularly participate in ERG meetings and activities.

•We recognize Rev. Dr. Martin Luther King, Jr. Day, Juneteenth, and Veterans Day as company-wide holidays.

•Beginning in 2021, we added diversity to our formal strategic initiatives. As part of this commitment, we began including diversity measures in our Annual Incentive Plan.

•In 2020, we and our Deluxe Corporation Foundation (Foundation) partnered with the National Urban League and awarded a grant of $500,000 to be paid over three years. A one-year extension and additional $200,000 grant was approved in 2022 to be paid in 2023. Additionally, our leadership continues to work with the National Urban League to create targeted volunteer opportunities nationally to leverage our employees’ talents to support racial justice and equality.

•Since 2020, our Women’s ERG has hosted an annual “Unlocking Your Potential” conference, offering a free event targeted at women, but open for anyone looking to learn, grow, and get inspired through sessions ranging from resilience and wellbeing to inclusion and diversity.

•In 2022, we earned the honor of becoming a Yellow Ribbon Company, a designation awarded by the state of Minnesota to those companies meeting the top criteria for supporting veterans and their families.

•In 2022 and 2023, The Human Rights Campaign Foundation’s Corporate Equality Index recognized our company as a Best Place To Work For LGBTQ+ Equality.

•In 2023, we were named to the Forbes list of "America's Best Employers 2023." This prestigious award is selected through an independent survey based on employees' willingness to recommend their employer to family or friends.

Employee Wellbeing

Wellbeing 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. We listen to our employees, and we heard them when they asked for more help. Because of this, we increased our offering of programs to benefit our employees and support work environments that encourage growth, innovation, and productivity. Since 2022, our employees and eligible dependents enrolled in our medical plans all have access to telemedicine providers as part of those plans. In addition to telemedicine, our medical benefits include paying up to $10,000 for covered individuals to travel for plan-covered medical care not available near their homes. Other benefits include paid parental leave and infertility, adoption, and surrogacy assistance, along with a newly-created resource guide to assist employees with easily navigating our suite of resources. We also work with Care.com to offer services for employees to find tutors, nannies, children’s daycare, and eldercare, allowing employees to have access to back-up day care days for children, adults, and pets, expert assistance in finding care, and free on-demand tutoring for grades K-12 plus college. Through our W.R. Hotchkiss Foundation, we provide $1 million each year in scholarships for the dependents of our employees to continue their education in college or vocational programs. We offer an Employee Assistance Program through Magellan Health that offers employees and their household members free confidential counseling on issues such as managing stress, parenting, coping with grief, and working through life changes. We also offer employees tuition assistance and travel assistance, and qualified long-term employees have the opportunity to take a sabbatical. In 2023, we began offering unlimited flexible time off to our salaried employees. In 2023, we also provided the majority of our employees with LinkedIn Learning access to help them develop and enhance their skills as part of our career development initiatives. With our team of human resources business partners, we want to know how our employees feel and have started a twice per year employee listening campaign. By enabling our employees to thrive in their personal lives, we provide tools for our employees to best deliver for customers and shareholders while at work.

Investing in our Communities

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 our Foundation, which enables employees, retirees, and our board members to donate to eligible non-profit organizations and receive a matching donation, dollar for dollar, up to a maximum $2,000 per person, per year. Our commitments go far beyond monetary donations. Several of our top executives serve on boards for not-for-profit organizations and other community organizations that align with our company values on diversity initiatives, rebuilding communities, and education. We also encourage our employees to become involved in their communities.

We continue our commitment to enriching our communities in the following ways:

•Since 1992, we have partnered with Junior Achievement chapters in our local communities to inspire and prepare young people to succeed. Junior Achievement provides school-aged children with lessons in financial literacy, work and career readiness, and entrepreneurship. We support Junior Achievement’s mission through Foundation grants, awareness, and employee volunteers. Hundreds of our employees have volunteered in local classrooms to make a profound difference to the youth in our communities.

•We have partnered with the American Red Cross for decades, organizing blood drives at our locations and hosting fundraisers and bake sales to help fund the American Red Cross to continue its mission of preventing and alleviating human suffering in the face of emergencies.

•In 2022, in partnership with Habitat for Humanity, we helped build new homes across the country, including inviting our technology partners to join us on a two-day build in Chaska, Minnesota.

•For Black History Month in 2022, we partnered with the Minnesota Timberwolves and Minnesota Lynx to film an original YouTube series called “The Come Up,” that focused on highlighting the significance of Black excellence and the importance of uplifting the Black community. This partnership, working with the Black Men’s Success Initiative, also included hosting a career development training camp designed to educate, inspire, and empower BIPOC and other historically marginalized youth and young adults.

•Through our annual employee giving campaign, employees pledged $110,000 in donations to eligible non-profit organizations, such donations to be made in 2024 via credit card or payroll deductions.

•Through our Foundation, in 2020, we partnered with Minnesota’s Metropolitan Economic Development Association (MEDA) and awarded a grant of $300,000 to be paid over three years. A one-year extension and an additional $100,000 grant was approved in 2022, which was paid in 2023. Our leadership continues to work with MEDA to help advance its mission of helping BIPOC entrepreneurs succeed.

•Through our Foundation, we partnered with the National Center for Civil and Human Rights, an Atlanta-based museum and human rights organization that promotes critical thinking and community engagement, and awarded a grant of $300,000 to be paid over three years. A one-year extension and additional $100,000 grant was approved in 2022 and paid in 2023. Notably, the National Center for Civil and Human Rights partners with the Auschwitz Institute for the Prevention of Genocide and Mass Atrocities to develop and provide a human rights-centric training program for law enforcement leadership and officers.

•In 2023, our employees contributed more than 23,000 hours to our local communities through our VTO program. Notably, our employees contributed more than 2,000 hours during National Service Week alone.

•We hosted onsite events to support the non-profit Meals from the Heart, in which employees in four of our locations packaged a total of more than 120,000 meals for those in need. Those meals were donated to local food shelves in the communities where we live and work.

•For Arbor Day 2023, we partnered with Neighborhood Forest to provide 1,000 trees for our employees to plant in their local communities.

•Each member of our communities is important to us, including those applying to work on our teams. In 2023, we were awarded the Talent Board Candidate Experience Award for the eleventh consecutive year, celebrating our commitment to improving, elevating, and promoting quality candidate experiences during our hiring process.

•The sixth season of our original series, “Small Business Revolution,” was nominated for a Daytime Emmy Award for Outstanding Lifestyle Series; at the time, the only show on Hulu to be nominated for a Daytime Emmy. Season six was especially important, as we brought the show home to Minneapolis and St. Paul, Minnesota, celebrating and sharing the stories of Black-owned business and entrepreneurs in our local communities.

Human Rights and Sourcing

We are aligned with the UN Guiding Principles on Business and Human Rights, and our Code of Ethics, Supplier Code of Ethics, and Slavery and Human Trafficking Statement set standards for our company, suppliers, and partners regarding our expectations around the protection of human rights. Our supplier base is large and complex, with hundreds of suppliers in more than 20 countries, and our Supplier Code of Conduct allows us to mitigate risk and hold our suppliers accountable for human rights standards. We expect all suppliers to uphold our Supplier Code of Conduct, and we enforce that code through our supplier audits and business decisions. Consistent with the rights we set forth in our Code of Conduct and our Supplier Code of Conduct, we

•prohibit forced labor and child labor;

•prohibit discrimination;

•maintain safe and healthy working conditions;

•seek to compensate employees fairly and in compliance with applicable wage, work hours, working conditions, overtime, sick time, and benefits laws; and

•respect the principles of freedom of associate and collective bargaining.

Trust, Security and Privacy

For over 100 years, Deluxe has been a trusted partner to organizations of all sizes, and we take this responsibility 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 Cybersecurity Incident Response team will act in accordance with our incident management plans to coordinate our response and communicate to our executive leadership team.

While every one of our employees plays a part in information security and data privacy, oversight responsibility is shared by our board and management:

•The board has primary oversight responsibility for information security, cybersecurity, and data privacy within our company’s overall risks.

•Members of management, including our Chief Technology and Digital Officer, Chief Information Security Officer and Chief Compliance Officer, along with senior members of our information security and compliance and privacy and legal teams, are responsible for identifying and managing risks related to these topics and reporting those risks and mitigation strategies to the board.

Our programs and practices for these areas include the following:

•Management provides regular updates to the board.

•We have invested significant resources to expand our security protective technologies, assess our program capabilities through proactive testing by internal teams and independent third parties, continuously monitor our environment for potential threats on a 24x7 basis, and perform security due diligence on key third parties in our supply chain.

•We protect Deluxe through our systems and processes. Using a combination of vendor and in-house technology, we operate a threat intelligence program that is well-positioned to identify and assess risk as well as investigate and respond to cyber threats presented to the organization.

•Our employees are regularly trained and tested on information security principles and processes. This includes annual training as well as ongoing practice and education to help employees identify suspicious activity and report it to the proper channels.

•Our information security team participates in risk-specific training exercises, including periodic tabletop exercises, breach simulations, and business continuity/disaster recovery drills. These activities allow the team to sharpen their skills, as well as stay up to date with emerging risks and trends in the cybersecurity space.

Sustainability

We care about sustainability and strive to factor it into everything we do. Protecting the environment and our shared future is key to our business and to delivering the products our customers need. Oversight of sustainability and our environmental stewardship practices resides with our board. Paper is the raw material we use the most in our manufacturing process. We source more than 90% of our paper from Forest Stewardship Council (FSC)-certified paper mills. FSC's standards expand protection of water quality, prohibit harvesting from rare old-growth forests, prevent the loss of natural forest cover, and prohibit the use of hazardous pesticides. Additionally, the vast majority of the products we produce are made from paper, allowing us to collect and recycle applicable production waste and paper trim and also allowing our customers to recycle our products back into the paper lifecycle.

We are proud that two of our facilities are certified through the Leadership in Energy and Environmental Design (LEED), a program used worldwide and developed by the U.S. Green Building Council to rate the design, construction, operation, and maintenance of green buildings. Our New York City facility is a LEED-certified gold building and our Minneapolis facility is a LEED-certified silver building.

We continue in our efforts to retrofit many of our facilities with more energy efficient options, including installing an energy-saving white roof on our Kansas City facility and building our office spaces in Atlanta and Minneapolis with LED lighting, daylight harvesting strategies, and optimized HVAC systems. In addition, we have pivoted from using custom inks in our manufacturing processes, instead using ink mixing systems which, along with the installation of digital presses, have reduced the time, energy, ink, paper, and waste required to provide our products to our customers.

Ethics and Compliance

For over 100 years, we have 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 reporting directly to a manager, human resources, or the compliance team, including a private email address, a reporting hotline, and a website. The hotline and website reporting systems allow for anonymous reporting. Each report is documented and investigated, and our board reviews reporting trends

and patterns every quarter. Every year our employees receive formal ethics and compliance training to ensure we all know and understand our responsibilities so that we can deliver for shareholders. In addition to annual training, employees receive monthly compliance and ethics newsletters and reminders, as well as quarterly updates on new laws and regulations. Additionally, our anti-corruption program includes annual employee training and reference materials. Finally, we assess our third-party suppliers for anti-corruption risk as part of our standard third party risk management program.

Meeting and Voting Information

What is the purpose of the annual meeting?

At our annual meeting, the board 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/DLX2024 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 again 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.

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/DLX2024 and following the instructions on your proxy card, voter instruction card, or Internet Notice. 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 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 17, 2024.

Who is entitled to vote at the meeting?

The board has set February 26, 2024, as the record date for the meeting. If you were a shareholder of record at the close of business on February 26, 2024, 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, 44,028,722 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 eight 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 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. Ratification of the appointment of PricewaterhouseCoopers LLP as Deluxe’s independent registered public accounting firm for the fiscal year ending December 31, 2024

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 eight 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 11, 2024 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 24, 2024 •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 24, 2024 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 25, 2024 (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/DLX2024	•April 25, 2024 until the voting polls are announced closed

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 nine individuals serving on our board. Each director's term expires as of the date of the annual meeting of shareholders. Don McGrath is not standing for re-election at the meeting, as our Corporate Governance Guidelines provide that non-employee directors generally should not be nominated for re-election after turning 75. The board recommends that the eight individuals presented on the following pages, all of whom are current directors, be elected to serve on the board until the 2025 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 Chairman and CEO, Frontdoor, Inc. Director since: 2020 Age: 67 Independent: Yes			Background •Chief Executive Officer (since June 2022), director, and Chairman (since 2018) of Frontdoor, Inc., a provider of home service plans (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 Data Solutions •As a public-company CEO at Frontdoor and H&R Block, he has 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 Frontdoor, H&R Block, eBay and PepsiCo, make him uniquely qualified to advise on an array of matters facing public companies Committees: Audit and Finance; Corporate Governance


Paul R. Garcia Retired Chairman and CEO, Global Payments Inc. Director since: 2020 Age: 71 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: Compensation and Talent (Chair); Audit and Finance


Cheryl E. Mayberry McKissack CEO of Nia Enterprises LLC Director since: 2000 Independent Chair since: 2019 Age: 68 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 Data 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: 60 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 of Red Dog Ventures LLC Director since: 2014 Age: 63 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, cyber security, digital marketing, e-commerce, and product management, all of which are central to our growth strategy •His certification in Cybersecurity Risk Oversight, which he received from the Software Engineering Institute at Carnegie Mellon University and the National Association of Corporate Directors, and his prior position as the CEO of LendingTree.com, give him a valuable perspective in assisting with the board's oversight of our information security program •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; Corporate Governance


Martyn R. Redgrave Managing Partner and CEO of Agate Creek Partners LLC Director since: 2001 Age: 71 Independent: Yes			Background •Managing Partner and CEO of Agate Creek Partners LLC, a professional governance and consulting services company he cofounded 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 •Supervised CIOs and CISOs in large public and private companies as they dealt with various cybersecurity matters. Also has experience supervising legal, risk management, and compliance functions in connection with global risk management, supply chain, and ESG matters •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 (2015-2021) and Popeye's Louisiana Kitchen, Inc. (2013-2017, when the company was sold) Committees: Audit and Finance; Corporate Governance


John L. Stauch President and CEO of Pentair plc Director since: 2016 Age: 59 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); Compensation and Talent


Telisa L. Yancy Group President, American Family Insurance Director since: 2021 Age: 57 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 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 of American Family Insurance and of the American Property and Casualty Insurance Association Committees: Audit and Finance; 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 2024 annual meeting of shareholders, our directors will have served an average of approximately ten years on the board, ranging from three years to 24 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			•Seven of our eight director nominees are independent
Board Diversity			•Two of our director nominees self-identify as African-American, one as Hispanic, and two are 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, 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, 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 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. In addition, from time to time, the board undergoes an effectiveness evaluation conducted by an independent, third-party governance expert.

Code of 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 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 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 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. There have been no related person transactions since the beginning of 2023 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 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.

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.

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 2025 Annual Meeting 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 2025 annual meeting of shareholders must furnish the required notice no later than January 25, 2025.

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 eight 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 six meetings of the board in 2023. 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 2023.

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. Effective October 2023, the board combined the Audit Committee and Finance Committee. As such, the board now 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
William C. Cobb	ü		ü
Paul R. Garcia	ü	C
Cheryl E. Mayberry McKissack		ü	ü
Barry C. McCarthy
Don J. McGrath	ü		C
Thomas J. Reddin		ü	ü
Martyn R. Redgrave	ü		ü
John L. Stauch	C	ü
Telisa L. Yancy	ü	ü

ü Committee Member C Committee Chair

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 at fiscal year end.


Audit and Finance Committee Number of meetings in 2023: 8 (3 separate Finance Committee meetings prior to combining the two committees) Directors who serve on the committee: John L. Stauch, Chair William C. Cobb Paul R. Garcia Don J. McGrath Martyn R. Redgrave 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 quarterly financial statements and our annual audited financial statements and recommends to the board whether such annual statements should be included in our Annual Report on Form 10-K •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 •Reviews and discusses with the independent registered public accounting firm our critical accounting policies and practices, alternative treatments of financial information within 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 financial and enterprise risk assessment and risk management practices and policies, 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 •Reviews and, as appropriate, approves any transactions with related parties •Evaluates material acquisitions, divestitures, and capital projects and reviews other material financial transactions outside the scope of normal ongoing business activity •Reviews our annual financing plans, as well as credit facilities maintained by us, and reviews our 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 our 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


Compensation and Talent Committee Number of meetings in 2022: 6 Directors who serve on the committee: Paul R. Garcia, Chair Cheryl E. Mayberry McKissack Thomas J. Reddin John L. Stauch 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 initiatives, including talent development and our diversity, equity, inclusion, and belonging 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 2023: 4 Directors who serve on the committee: Don J. McGrath, Chair William C. Cobb Cheryl E. Mayberry McKissack Thomas J. Reddin Martyn R. Redgrave			•Reviews and recommends the size and composition of the board and its committees, as well as responsibilities of board committees •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 •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

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 the 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 and Finance 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 and Finance 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 2023, 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 and Finance Committee. Risk updates are shared with the board each quarter.

Audit and Finance Committee Financial Expertise; Complaint Handling Procedures

In addition to meeting the independence requirements of the NYSE and the SEC, all members of the Audit and Finance 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 and Finance Committee,

John L. Stauch, the current Audit and Finance Committee Chair, and Don J. McGrath, are both "audit committee financial experts" as defined by SEC regulations.

In accordance with federal law, the Audit and Finance 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, diversity, equity, inclusion, and belonging.

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 2023, 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 2023 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 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.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is comprised entirely of independent directors. No member of the Compensation Committee has ever been an officer or employee of our company. None of our executive officers serves as a member of the Compensation Committee of any other company that has an executive serving as a member of our board. None of our executive officers serves as a member of the board of directors of any other company that has an executive serving as a member of our Compensation Committee.

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. After consultation with the Compensation Committee, 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.

FW Cook 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 may engage outside advisors, experts, and others for assistance. The director peer group is listed on page 31, 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 2023, other than as a result of combining the Audit and Finance committees. The following table sets forth our 2023 fee structure for our directors, with the fees paid on a quarterly basis.


Board and Committee Retainers			Annual Fee ($)
Board Retainer			85,000
Retainers in Addition to Board Retainer:
Independent Chair			110,000
Audit and Finance Committee Chair1			28,000
Compensation and Talent Committee Chair			20,000
Corporate Governance Committee Chair			15,000
Non-chair Audit and Finance Committee Member1			15,000
Non-chair Compensation and Talent Committee Member			10,000
Non-chair Corporate Governance Committee Member			10,000

(1)The Audit and Finance committees were combined in October 2023. Through September 2023, the Finance Committee chair was paid a separate retainer equating to an annual fee of $15,000, and each non-chair Finance Committee member was paid a separate retainer equating to an annual fee of $10,000.

Non-employee directors also receive $1,500 for each approved company site visit and director education program attended, up to an aggregate of five per year. Directors may receive additional compensation for the performance of duties assigned by the board or its committees that are considered beyond the scope of the ordinary responsibilities of directors or committee members. No such additional compensation was paid in 2023.

Our shareholder-approved 2022 Stock Incentive Plan (Stock Plan) allows our non-employee directors to increase their ownership of our common stock and thereby further align their interests with those of other shareholders by electing to receive, in lieu of cash fees, shares of our common stock having an equal value, based on the closing price of our stock on the NYSE as of the quarterly payment date. The shares of stock are issued as of the quarterly payment date or, at the option of the director, credited to the director in the form of deferred RSUs. Directors may also elect to defer receipt of equity grants made to them in connection with their annual compensation. Each RSU entitles the holder to receive dividend equivalent payments equal to the dividend payment on one share of common stock. RSUs issued pursuant to this plan also convert into shares of common stock and become immediately issuable in connection with certain defined changes of control.

Under the director deferral terms of the Stock Plan, non-employee directors also are eligible to receive other equity-based awards to further align their interests with shareholders and assist them in achieving and maintaining their established share ownership targets. Non-employee directors also have the opportunity to defer any equity grant awarded to them under terms similar to those described above for deferral of cash fees. Any stock options granted to non-employee directors must have an exercise price equal to the fair market value of our common stock on the date of grant. Non-employee directors did not receive any option grants in 2023, but each non-employee director re-elected to the board at last year's annual meeting received a grant of RSUs on April 26, 2023, with a grant date fair value of $149,997, which vest on the date of our 2024 annual shareholder meeting, or April 25, 2024, so long as the director's service has not ended. Each RSU entitles the holder to accrue dividend equivalent payments, provided that the dividend equivalent payments are held by us until the restricted stock unit vests, at which point they are paid to the holder. The RSUs would vest immediately upon a change of control, or upon the director's termination of service due to death, disability, or retirement in accordance with our Corporate Governance Guidelines. Equity grants to directors are recommended by the Corporate Governance Committee, in consultation with the Compensation and Talent Committee, and are approved by the board.

The following table summarizes the compensation earned by each non-employee director in 2023.

NON-EMPLOYEE DIRECTOR COMPENSATION 2023


Name	Fees Earned or Paid in Cash 1 ($)	Stock Awards 2 ($)	Total ($)
William C. Cobb	113,750	149,997	263,747
Paul R. Garcia	116,250	149,997	266,247
Cheryl E. Mayberry McKissack	215,000	149,997	364,997
Don J. McGrath	115,000	149,997	264,997
Thomas J. Reddin	105,000	149,997	254,997
Martyn R. Redgrave	107,750	149,997	257,747
John L. Stauch	123,000	149,997	272,997
Telisa L. Yancy	110,000	149,997	259,997

(1)Directors may elect to receive their fees in the form of stock, including the right to defer such stock into RSUs. Any stock or deferred RSUs issued under a deferral election are equal in value to the cash fees foregone by the director. As a result, amounts reflected are the total fees earned by the directors, including amounts elected to be received in the form of stock or RSUs. In 2023, Mr. Stauch and Ms. Yancy elected to receive their compensation in the form of stock.

(2)Amounts in this column reflect the aggregate grant date fair value of stock awards granted during the fiscal year ended December 31, 2023, other than those granted in lieu of retainer fees, which are included in the first column, and computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718. The grant date fair value is based on the closing price of our common stock on the NYSE on the grant date. All directors received 10,402 RSUs on April 26, 2023, when the closing price of our common stock was $14.42 The RSUs vest on April 25, 2024, the date of our annual shareholder meeting, and these were the only unvested RSUs outstanding for our directors as of December 31, 2023.

Stock Ownership Guidelines for Directors

The board has established stock ownership guidelines for non-employee directors. These guidelines set ownership targets for each non-employee director, with the expectation that the target be achieved within five years of the date the individual is first elected or appointed to the board. Non-employee directors have a target ownership level of shares of our common stock having a value of at least five times the then-current amount of the annual board retainer. All of our non-employee directors who have been in their positions for at least five years are in compliance with the applicable stock ownership guidelines, and all others are on track to meet these guidelines. In addition to the stock ownership guidelines, directors are subject to share retention and holding period requirements. Under this policy, individuals who have not achieved their ownership targets must retain 100 percent of any shares acquired upon the vesting of equity awards and are required to hold the shares until their individual ownership targets are met.

STOCK OWNERSHIP AND REPORTING

Security Ownership of Certain Beneficial Owners and Management

The following table shows, as of February 26, 2024 (unless otherwise noted), the number of shares of common stock beneficially owned by: 1) each person or entity known by us to beneficially own more than five percent of our outstanding common stock; 2) each executive officer named in the Summary Compensation Table (SCT) that appears in the "Compensation Tables" section of this Proxy Statement (each, a NEO); 3) each director and nominee for director; and 4) all of the current directors, director nominees, and executive officers as a group. Except as otherwise indicated in the footnotes below, the shareholders listed in the table have sole voting and investment powers with respect to the common stock owned by them.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
5% Beneficial Owners
BlackRock, Inc.1 50 Hudson Yards New York, NY 10001	7,196,987	16.5
The Vanguard Group, Inc.2 100 Vanguard Blvd. Malvern, PA 19355	4,995,852	11.4
American Century Capital Portfolios, Inc.3 4500 Main Street 9th Floor. Kansas City, MO 64111	3,203,242	7.3
NEOs
Barry C McCarthy4	1,087,825	2.4
William C. Zint5	60,695	*
Tracey G. Engelhardt6	156,532	*
Michael A. Reed7	81,148	*
Yogaraj Jeyaprakasam8	96,377	*
Directors and Nominees
William C. Cobb9	25,463	*
Paul R. Garcia10	23,248	*
Don J. McGrath11	59,417	*
Cheryl E. Mayberry McKissack10	66,789	*
Thomas J. Reddin10	35,709	*
Martyn R. Redgrave12	83,836	*
John L. Stauch10	59,321	*
Telisa L. Yancy10	25,528	*
All Directors, Director Nominees and Executive Officers as a group (18 persons)13	1,861,888

* Less than 1 percent of the class.

(1)Based on a Schedule 13G/A filed with the SEC on January 22, 2024, reporting beneficial ownership as of December 29, 2023, and reporting that such beneficial owner and its affiliates have sole dispositive power over 7,196,987 shares and sole voting power over 7,090,506 shares.

(2)Based on a Schedule 13G/A filed with the SEC on February 14, 2024, reporting beneficial ownership as of December 29, 2023, and reporting that such beneficial owner and its affiliates have sole dispositive power over 4,869,836 shares and sole voting power over 0 shares.

(3)Based on a Schedule 13G filed with the SEC on February 12, 2024, reporting beneficial ownership as of December 31, 2023, and reporting that such beneficial owner and its affiliates have sole dispositive power over 3,203,242 shares and sole voting power over 3,081,361 shares.

(4)Includes 641,730 shares receivable upon the exercise of options that are currently exercisable or will be exercisable within 60 days, and 278,427 RSUs.

(5) Includes 2,930 shares receivable upon the exercise of options that are currently exercisable or will be exercisable within 60 days, and 46,899 RSUs.

(6)Includes 49,900 shares receivable upon the exercise of options that are currently exercisable or will become exercisable within the next 60 days, and 58,217 RSUs.

(7)Includes 36,706 shares receivable upon the exercise of options that are currently exercisable or will become exercisable within the next 60 days, and 26,425 RSUs..

(8)Includes 72,596 RSUs.

(9)Includes 19,464 RSUs, of which 9,062 were issued pursuant to the director's decision to defer certain fees or equity awards.

(10)Includes 10,402 RSUs.

(11)Includes 32,833 RSUs, of which 22,431 were issued pursuant to the director's decision to defer certain fees or equity awards, and 2,000 shares held in trust.

(12)Includes 19,762 RSUs, of which 9,360 were issued pursuant to the director's decision to defer certain fees or equity awards.

(13)Includes 872,739 shares receivable upon the exercise of options exercisable within the next 60 days, and 710,550 RSUs, of which 40,853 were issued pursuant to directors' decisions to defer certain fees or equity awards.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act, and its related regulations, require our directors and executive officers, and any persons holding more than ten percent of our common stock, to report their initial ownership of our securities and any subsequent changes in that ownership to the SEC. We inadvertently filed a late Form 4 for Chad Kurth, who is our principal accounting officer, to report two separate RSU grants made to him. We also filed a late Form 4 for Yogaraj Jeyaprakasam, our Chief Technology and Digital Officer, to report seven purchases made between May and June 2023 that resulted from an automatic investment option he had activated.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

In this Compensation Discussion and Analysis (CD&A), the Compensation and Talent Committee (referred to as the Committee throughout this CD&A and the compensation tables following this CD&A) describes the principles of our executive compensation program, how we applied those principles in compensating our NEOs for 2023, and how we use our compensation programs to motivate effective executive performance aligned to our overall company goals. The following discussion should be read in conjunction with the various tables and accompanying narrative disclosure appearing in this Proxy Statement. The table below identifies our NEOs.


Named Executive Officer	Title at the End of 2023	Years in Position at End of 2023 (rounded)	Years of Service at End of 2023 (rounded)
Barry C. McCarthy	Director, President and Chief Executive Officer	5	5
William C. Zint	Senior VP, Chief Financial Officer	2	4
Tracey G. Engelhardt1	Senior VP, Division President, Check & Promotion	1	29
Michael A. Reed2	Senior VP, Division President, B2B Payments	4	4
Yogaraj Jeyaprakasam	Senior VP, Chief Technology and Digital Officer	2	2

(1)Ms. Engelhardt assumed the role of Senior VP, Division President, Check & Promotion on July 1, 2023.

(2)Mr. Reed assumed the role of Senior VP, Division President, B2B Payments on July 1, 2023. Mr. Reed became Special Advisor to the CEO on January 10, 2024, and his employment will end on April 30, 2024.

Fiscal 2023 Performance Highlights

During fiscal year 2023 (FY 2023), we performed strongly, launched our North Star initiative, and executed on our strategy to invest the robust cash flows from our Print business lines to drive growth of our revenue within Payments and Data Solutions and to further our transformation. We made significant progress toward our growth objectives despite continued inflationary pressures, some softness in discretionary U.S. consumer spending trends, and a volatile interest rate environment. We also continued investment in our technology and product development platforms to enhance features and functionality and to develop new and improved products. We are seeing the positive impact of new client wins across all segments. Specific highlights from our four operating segments are as follows:

•Our Payments segment revenue, which contributed 32% of our FY 2023 revenue, grew 1.8% over the previous year. The Merchant Services (legacy First American) business grew 4.8%.

•Our Data Solutions segment revenue, which contributed 11% of our FY 2023 revenue, declined 10.7% from the previous year, as growth in data-driven marketing from increased campaign activity by banking and other adjacent-market customers was offset by the impact of the sale of our North American and European web hosting and logo businesses in June. On a comparable adjusted basis, Data Solutions revenue growth was 4.3% versus the previous year.

•Our Promotional Solutions segment revenue, which contributed 25% of our FY 2023 revenue, declined 3.8% from the prior year, as the segment saw some expected volume decreases during the year.

•Our Checks segment revenue, which contributed 33% of our FY 2023 revenue, declined 1.1% from the previous year, driven by continued forecasted secular declines, net of pricing activity and new business wins during the year.

For purposes of compensation under our Annual Incentive Plan (AIP), our enterprise adjusted revenue was $2.192 billion which was inclusive of $691 million for our payments division and $721 million for our checks division. In FY 2023, we reported net income of $26.2 million compared to net income of $65.5 million for fiscal year 2022. For purposes of compensation under our AIP, our enterprise adjusted EBITDA was $455 million. Resulting AIP payouts have been 108.5%, 120%, and 87.2% for years 2023 to 2021 respectively. Additionally, PSU plan payouts have been 76.85%, 0%, and 80% for plan performance periods completed in 2023 to 2021 respectively.

As we enter 2024, we continue to be encouraged by focused execution and comparable adjusted earnings expansion under our North Star initiative, including continued revenue drivers leveraging our One Deluxe strategy, under which our sales team is delivering on cross-selling opportunities across all our segments. At the same time, our product development and innovation teams work closely with our sales team and customers to create new, innovative products and platforms that will help further execute our Payments and Data Solutions growth strategy. Enterprise

adjusted EBITDA figures are non-GAAP financial measures. See Annex A for a reconciliation of adjusted amounts to the most directly comparable GAAP amounts.

For a summary of executive compensation actions based on our FY 2023 financial performance, see

SEC Form DEF 14A filed by Deluxe Corporation