🧾 What This Document Is — An Amended Proxy Statement

This is an amended definitive proxy statement (DEFR14A) for Deluxe Corporation. Think of it as a "version 2.0" of the original document sent to shareholders. It was filed on April 3, 2026 to correct and update the sections about executive compensation and stock ownership ahead of the Annual Meeting on April 23, 2026.

👉 Why it matters: If you already voted, your vote still counts. But if you haven't, you should review this update before deciding. The changes ensure the company's top five earners are correctly listed and their pay details are accurate.

🏢 What The Company Does — In Simple Terms

Deluxe, originally known for its check-printing business, is now a digitally driven payments and data company. It helps businesses with things like processing electronic payments, business-to-business payments, and marketing data services.

👉 Why it matters: The company is in the middle of a major transformation. It's using the steady, predictable (but declining) cash from its traditional Print business to fund growth in its newer, digital segments: Merchant Services, B2B Payments, and Data Solutions.

📊 2025 Business Performance Highlights

Deluxe reported total revenue of $2.133 billion for 2025. Here’s how the different parts of the business performed:

Merchant Services: Grew 3.8% to $398.6 million.
B2B Payments: Grew 0.9% to $290.5 million.
Data Solutions: Had a standout year, growing 31.3% to $307.3 million.
Print: Declined 5.7% to $1.137 billion, as expected due to industry trends.

👉 Why it matters: The growth in the digital segments is a positive sign that the transformation strategy is working, even as the legacy print business shrinks as planned.

💰 How Executive Pay is Designed — The "Pay for Performance" Philosophy

Deluxe structures executive pay to directly link rewards to company success and shareholder interests. The goal is to ensure "realizable pay" (what executives actually end up with) aligns with performance.

The 2025 mix for the CEO (at target):

Base Salary: Fixed cash ($950,000)
Annual Bonus (AIP): Cash based on yearly goals (120% of salary at target)
Long-Term Incentives: 50% Restricted Stock Units (RSUs) for retention, and 50% Performance Share Units (PSUs) tied to 3-year goals.

👉 Why it matters: A majority of an executive's potential pay is "at risk" and depends on hitting financial targets and growing the stock price.

🎯 2025 Annual Bonus (AIP) Results — Executives Hit Most Goals

The annual cash bonus was based on four metrics. Here’s how the company performed versus its targets:

Enterprise Revenue: Achieved $2,133M vs. Target of $2,140M (97.9% of target).
Enterprise EBITDA: Achieved $431.5M vs. Target of $430.0M (100.4%).
Earnings Per Share (EPS): Achieved $3.61 vs. Target of $3.49 (120.9%).
Strategic Initiatives: Strong performance, resulting in a 158.5% payout for enterprise goals.

The Bottom Line: After blending all metrics, the final bonus payout was 113.1% of target for most top executives, and 104.0% for the head of the Print segment.

📈 2025 Long-Term Incentive Awards (PSUs & RSUs)

For the 2025-2027 performance period, executives were granted stock awards with the following targets:

CEO Barry McCarthy: Total target grant value of $5.5 million (split 50/50 between PSUs and RSUs).
PSU Goals: 50% based on 3-year cumulative revenue and 50% on 3-year cumulative free cash flow, with a modifier based on relative Total Shareholder Return (TSR).

👉 Why it matters: The shift to 3-year cumulative goals (a change made based on shareholder feedback) is designed to incentivize sustainable long-term growth, not just hitting a single year's number.

🤝 Shareholder Engagement & Responsiveness

The company actively engages with its large investors. Based on past feedback, it made several changes to its 2025 compensation program, including:

Switching PSU metrics to a 3-year cumulative measurement.
Providing more transparent detail on how bonus targets are set.
Refreshing its peer group of comparable companies to better match its current size and strategy.

👉 Why it matters: This shows the board is listening to owners. Shareholders expressed general support for the program in 2025, with no new major concerns raised.

👥 Who Owns Deluxe Stock?

As of February 23, 2026, the major institutional owners are:

BlackRock, Inc.: 14.9%
The Vanguard Group, Inc.: 11.4%
State Street: 5.8%
Dimensional Fund Advisors: 5.3%

The CEO, other top executives, and all directors together own 5.4% of the company's shares. All executives meet the strict stock ownership guidelines (e.g., the CEO must hold stock worth 5x his salary).

⚖️ Strengths and Risks

👍 Strengths:

Clear transformation strategy from print to digital.
Strong growth in high-margin Data Solutions.
Compensation structure tightly aligned with performance and shareholder feedback.
Active and responsive board and management.

⚠️ Risks:

Ongoing steep decline in the core Print business funds the transition.
Execution risk in the competitive payments and data markets.
Economic conditions could impact business spending on services like merchant processing.

🧠 The Analogy

Deluxe is like a renovation project on a large, old house. The steady rental income from the original, classic rooms (the Print business) is paying for a modern, high-tech extension (Payments & Data). The renovation is progressing well—the new wing is getting more valuable and profitable—but the old rooms are slowly losing appeal. The contractor's pay (executives) is directly tied to the overall value and functionality of the entire finished property.

🧩 Final Takeaway

This amended proxy confirms Deluxe is diligently managing its transition, tying executive pay to long-term goals, and listening to shareholders. The key story remains: watch the growth in the digital segments to see if it can successfully offset the deliberate decline of its legacy print business.

DELUXE CORP — DEFR14A Filing