DEF 14A of Deluxe Corp, Mar 10, 2025

DEF 14A of Deluxe Corp

Filed Mar 10, 2025 · FY20240000027996-25-000107

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees

  2. Our Director Nominees

    | Name | Age | Director since | Independent | Other current public company boards | | Angela L. Brown | 67 | 2024 | Yes | 1 | | Hugh S. (Beau) Cummins III | 62 | 2025 | Yes | 0 | | Paul R. Garcia | 72 | 2020 | Yes | 2 | | Cheryl E. Mayberry McKissack | 69 | 2000 | Yes | 0 | | Barry C. McCarthy | 61 | 2018 | No | 0 | | Thomas J. Reddin | 64 | 2014 | Yes | 2 | | Morgan M. (Mac) Schuessler, Jr. | 54 | 2025 | Yes | 1 | | John L. Stauch | 60 | 2016 | Yes | 1 | | Telisa L. Yancy | 58 | 2021 | Yes | 0 |

  3. ITEM 1: ELECTION OF DIRECTORS

    ITEM 1: ELECTION OF DIRECTORS

  4. Nominees for Election

    Nominees for Election There are currently eleven individuals serving on our board. Each director's term expires as of the date of the 2025 Annual Meeting of Shareholders. William Cobb and Martyn Redgrave are not standing for re-election at the meeting. The board recommends that the nine individuals presented below, all of whom are current directors, be elected to serve on the board until the 2026 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.

  5. Nominees for Election

    | Angela L. Brown Retired President and CEO, Moneris Solutions Corporation Director since: 2024 Age: 67 Independent: Yes | Background •Retired President and Chief Executive Officer of Moneris Solutions Corporation, a Canadian merchant services company specializing in payment processing, from 2013 to 2023 •Former Group Executive, Enterprise Development, Merchants & Acceptance, for MasterCard Worldwide •Held multiple senior banking positions at both Fifth Third Bank in Cincinnati and Canadian Imperial Bank of Commerce in Toronto Qualifications •Broad experience in the banking industry in general, and in particular, payment processing •Her certification in Cybersecurity Risk Oversight from the Software Engineering Institute at Carnegie Mellon University and the National Association of Corporate Directors informs her oversight of our information security program •Currently serves on the board of Altus Group (TSX: AIF) Committees: Audit and Finance; Corporate Governance |

  6. Nominees for Election

    | Hugh S. (Beau) Cummins III Former Chief Operating Officer, Truist Financial Corporation Director since: 2025 Age: 62 Independent: Yes | Background •Vice Chair, Chief Operating Officer, and member of operating council of Truist Financial Corporation, a bank holding company, from 2023 to 2025 •Formerly led Truist's wholesale group from 2021 to 2023, and was the Head of Corporate & Institutional Group of Truist from 2019 to 2021 •Served in various executive operating roles for SunTrust Bank between 2005 and 2019, when SunTrust merged with Truist, including co-Chief Operating Officer and Wholesale Segment Executive Qualifications •His significant experience, including in banking, payments, operational services, and performance acceleration, provide him with insight as we focus on growth in the payments space •Has broad background in corporate strategy and development, transformation, and enterprise governance and controls, all of particular importance to us as a public company Committees: Audit and Finance; Compensation and Talent (both effective April 23, 2025) |

  7. Nominees for Election

    | Paul R. Garcia Retired Chairman and CEO, Global Payments Inc. Director since: 2020 Age: 72 Independent: Yes | Background •Retired Chairman and Chief Executive Officer of Global Payments Inc., a publicly traded, leading provider of credit card processing, check authorization, and other electronic payment processing services, from 2001 to 2014 •Former President and CEO of NaBanco, an electronic credit card processor Qualifications •As a pioneer in the financial services industry, he has extensive experience in the payments space, which is one of our major strategic areas of focus •Currently serves on the boards of Repay Holdings Corporation (Nasdaq: RPAY) and United Health Group (NYSE: UNH), and previously (2019 to 2022) served on the board of Truist Financial Corporation (NYSE: TFC) Committees: Compensation and Talent (Chair); Audit and Finance |

  8. Nominees for Election

    | Cheryl E. Mayberry McKissack CEO of Nia Enterprises LLC Director since: 2000 Independent Chair since: 2019 Age: 69 Independent: Yes | Background •Independent Chair of Deluxe since 2019 •Chief Executive Officer (2000-present) of Nia Enterprises LLC, a marketing, entrepreneurial business, and digital consulting firm, and President, Board Member, and co-owner of Black Opal Inc., a cosmetics and skin care firm •CEO of Ebony Media Operations LLC (May 2016-March 2017), a print and media company •COO of Johnson Publishing Company (JPC) and President of its affiliate, JPC Digital (2013-2016) Qualifications •Regarded as an expert on entrepreneurship and the art of selling; author of the book, The Entrepreneurial Sell, published in 2018 •Former Associate Adjunct Professor of Entrepreneurship at the Kellogg School of Business, Northwestern University, where she lectured for 10 years (2005-2015) •Her experience in launching the ebony.com website and as a successful entrepreneur and digital technology executive provides a unique perspective to the board •Her experience in SaaS marketing and new media solutions is a valuable complement to the skills she brings to the board in leading our Data Solutions and Print segments Committees: Compensation and Talent; Corporate Governance |

  9. Nominees for Election

    | Barry C. McCarthy President and CEO of Deluxe Corporation Director since: 2018 Age: 61 Independent: No | Background •President and CEO of Deluxe Corporation since 2018 •Served in various senior executive positions during the previous 14 years, most recently, from 2014 to 2018, as Executive Vice President and Head of Network and Security Solutions, a $1.5 billion publicly reported segment of First Data Corporation, a financial services company since acquired by Fiserv Inc. Qualifications •Sole member of our management represented on the board •Leads the development and execution of our strategies by drawing on his strong background in product development, sales, payments, marketing, and technology innovation •Significant experience leading corporate transformations •Accomplished executive and financial technology leader with an extensive track record of developing and building innovative, tech-enabled solutions Committees: None |

  10. Nominees for Election

    | Thomas J. Reddin Managing Partner of Red Dog Ventures LLC Director since: 2014 Age: 64 Independent: Yes | Background •Managing Partner of Red Dog Ventures LLC, a venture capital and advisory firm he founded in 2007 •Early stage member of team that built LendingTree.com, a leader in online lending and e-commerce, from 1999 to 2007, where he held various senior executive positions, including Chief Executive Officer, President and Chief Operating Officer, and Chief Marketing Officer Qualifications •Red Dog Ventures focuses on growing early stage digital companies, through which he brings experience in data and data analytics, AI/machine learning, cybersecurity, digital marketing, internet lead generation, search engine optimization, and product management •Nine years of experience building and scaling an online lending exchange, matching millions of consumers with hundreds of lenders •17 years of experience in the consumer goods industry, including at Kraft General Foods and 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 •Provides a valuable perspective in the board's oversight of our information security program, including through his certification in Cybersecurity Risk Oversight from the Software Engineering Institute at Carnegie Mellon University and the National Association of Corporate Directors •Has extensive public company board experience, including currently serving on the boards of Asbury Automotive Group, Inc. (NYSE: ABG), where he chairs the board, and Tanger Factory Outlet Centers, Inc. (NYSE: SKT), where he chairs the compensation committee Committees: Compensation and Talent; Corporate Governance (Chair) |

  11. Nominees for Election

    | Morgan M. (Mac) Schuessler, Jr. CEO and President of Evertec Group Director since: 2025 Age: 54 Independent: Yes | Background •Since 2015, Chief Executive Officer, President, and Director of Evertec Group (NYSE: EVTC), a S&P 600 component and one of the largest transaction processing companies in Latin America •Served in multiple leadership roles, most recently as President, International, at Global Payments between 2005 and 2014 •Previously served in ascending leadership roles at American Express Corporate Services between 1996 and 2005 Qualifications •Over 30 years of public company experience, including as a CEO and a director •Extensive experience in the payments and financial technology industry, one of our major strategic areas of focus Committees: Audit and Finance; Corporate Governance (both effective April 23, 2025) |

  12. Nominees for Election

    | John L. Stauch President and CEO of Pentair plc Director since: 2016 Age: 60 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 |

  13. Nominees for Election

    | Telisa L. Yancy Group President, American Family Insurance Director since: 2021 Age: 58 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 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 |

  14. Directors Not Standing for Re-election

    Directors Not Standing for Re-election

  15. Directors Not Standing for Re-election

    | William C. Cobb Chairman and CEO, Frontdoor, Inc. Director since: 2020 Age: 68 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 •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 |

  16. Directors Not Standing for Re-election

    | Martyn R. Redgrave Managing Partner and CEO of Agate Creek Partners LLC Director since: 2001 Age: 72 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 Chair 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 •Served on the board of of Francesca's Holdings Corporation from 2015-2021 Committees: Audit and Finance; Corporate Governance |

  17. Non-Employee Director Compensation

    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 and Talent 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 supports 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 28, and consists of companies with 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. Following a market review of our director compensation, in 2024, we increased the annual retainer for our Audit and Finance Committee chair by $2,000, and the annual retainer for each of our Compensation and Governance Committee and Compensation and Talent Committee chairs by $5,000. The following table sets forth our 2024 fee structure for our directors, with the fees paid on a quarterly basis.

  18. Non-Employee Director Compensation

    | Board and Committee Retainers | Annual Fee ($) | | Board Retainer | 85,000 | | Retainers in Addition to Board Retainer: | | | Independent Chair | 110,000 | | Audit and Finance Committee Chair | 30,000 | | Compensation and Talent Committee Chair | 25,000 | | Corporate Governance Committee Chair | 20,000 | | Non-chair Audit and Finance Committee Member | 15,000 | | Non-chair Compensation and Talent Committee Member | 10,000 | | Non-chair Corporate Governance Committee Member | 10,000 |

  19. Non-Employee Director Compensation

    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 2024. 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 2024, but each non-employee director re-elected to the board at last year's annual meeting received a grant of RSUs on April 25, 2024, with a grant date fair value of $159,999, which vest on the date of our 2025 Annual Meeting of Shareholders, or April 24, 2025, 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 RSU 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 2024.

  20. NON-EMPLOYEE DIRECTOR COMPENSATION 2024

    NON-EMPLOYEE DIRECTOR COMPENSATION 2024

  21. NON-EMPLOYEE DIRECTOR COMPENSATION 2024

    | Name | Fees Earned or Paid in Cash 1 ($) | Stock Awards 2 ($) | Total ($) | | Angela L. Brown | 55,000 | 119,990 | 174,990 | | William C. Cobb | 110,000 | 159,999 | 269,999 | | Paul R. Garcia | 125,000 | 159,999 | 284,999 | | Cheryl E. Mayberry McKissack | 215,000 | 159,999 | 374,999 | | Don J. McGrath3 | 54,167 | — | 54,167 | | Thomas J. Reddin | 113,167 | 159,999 | 273,166 | | Martyn R. Redgrave | 111,500 | 159,999 | 271,499 | | John L. Stauch | 125,000 | 159,999 | 284,999 | | Telisa L. Yancy | 110,002 | 159,999 | 270,001 |

  22. NON-EMPLOYEE DIRECTOR COMPENSATION 2024

    (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 2024, Ms. Yancy elected to receive her 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, 2024, 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, except Ms. Brown, received 7,980 RSUs on April 25, 2024, when the closing price of our common stock was $20.05. The RSUs vest on April 24, 2025, the date of our annual shareholder meeting. Ms. Brown was elected to the board on August 13, 2024, and received 6,243 RSUs when the closing price of our common stock was $19.22. Ms. Brown's RSUs vest on the one-year anniversary of the grant date. These were the only unvested RSUs outstanding for our directors as of December 31, 2024. (3)Retired from the board on April 25, 2024.

  23. CEO Realizable Pay Versus Target Pay 2022–2024

    CEO Realizable Pay Versus Target Pay 2022–2024 In keeping with our pay for performance philosophy, the Committee designed our compensation program to ensure that the realized value our executives receive is closely aligned with company performance. Since 2022, our executives successfully transformed our business, rationalizing the portfolio and investing to stabilize and secure our technology infrastructure. Leadership has driven robust execution against the North Star program, creating strong operating leverage across the business as both earnings and cash flow growth have outpaced revenue trajectories. At the same time, the actual pay our executives realized has been less than target. For example, the PSU payouts for each of the performance cycles ending in 2022, 2023, and 2024 were below target (i.e., 0%, 77%, and 83%, respectively). As a result, our CEO’s realizable pay was below the target pay opportunity, as described in the following charts: The following assumptions and calculations were used for purposes of the charts above: •Cumulative target pay for 2022–2024 includes base salary paid during each of the three years, target AIP pay for each year, and the grant date fair values of long-term equity incentives awarded. Equity-based awards are valued as determined under ASC Topic 718. •Cumulative realizable pay for 2022–2024 includes base salary paid during each of the three years, actual AIP pay received for each year, the market value of shares released for long-term equity incentive awards, and the intrinsic value of long-term equity award shares outstanding as of December 31, 2024. This calculation uses the $22.59 per share closing stock price as of December 31, 2024, and assumes that unvested PSUs are earned at target. •The market capitalization for Deluxe at the beginning of the three year period 2022–2024 was $1.4 billion.

  24. Compensation Philosophy

    Compensation Philosophy The Committee designed our executive compensation program to reflect the dynamics of the markets in which we compete for talent. In constructing an overall compensation program, the Committee balances those components that are fixed (such as base salary and benefits) against components that are variable and require the achievement of certain levels of performance. The Committee also strives for a balance between compensation components that reward executives for the achievement of short-term goals with those that focus on our long-term growth. Each year the Committee reviews the form and value of long-term equity incentive grants to ensure alignment with our overall compensation philosophy and to reward attainment of our enterprise-wide goals. The Committee structures the executive pay to ensure a significant percentage is performance-based, comprised of both annual and long-term incentive awards. A substantial portion of each executive's total compensation is directly linked to our stock price and driven by the company’s performance. The Committee also acknowledges that additional compensation may occasionally be necessary to reward extraordinary efforts or retain key executives. Our 2024 incentive pay includes both short- and long-term incentives, in the form of annual cash bonus incentives and RSUs and PSUs. This design is intended to ensure that the actual compensation earned by NEOs is aligned with company performance, and, by extension, with shareholders’ interests. The charts below illustrate the mix of 2024 base salary, time-based RSUs, and performance-based incentives (annual incentives and PSUs), presented at the target level of performance, for our President and CEO and our other NEOs. The composition of our 2024 AIP and our long-term equity incentive program is summarized in the table below.

  25. Compensation Philosophy

    | Incentive Program | Objective | Award Type | Performance Metrics, Weightings, and Vesting | | AIP | Encourages and rewards valuable contributions to our annual financial and operational performance objectives | 100% cash | 30% enterprise comparable adjusted revenue and/or business unit revenue | | | | | 30% enterprise comparable adjusted EBITDA | | | | | 20% enterprise comparable adjusted earnings per share | | | | | 20% strategic initiatives | | RSUs | Helps retain talent and aligns NEOs' incentives with the interests of our shareholders | 50% of total long-term incentive value | Three-year ratable vesting | | PSUs | Rewards share price performance on both an absolute and relative basis | 50% of total long-term incentive value, with payouts determined based on achievement of defined performance metrics, subject to a relative total shareholder return (TSR) modifier | 50% of PSUs—three-year cumulative revenue | | | | | 50% of PSUs—three-year cumulative free cash flow target | | | | | Final PSU results are subject to a relative TSR modifier based on relative TSR ranking as compared to a relevant index |

  26. President and CEO and Other NEO Target Compensation

    | Element | Key Features | | Base Salary | •Annual base salary of $950,000, unchanged from 2023 | | AIP | •Target annual incentive payout of 120% of base salary, unchanged from 2023 | | Long-Term Equity Incentives | •Target value of the long-term equity incentive award of $5.5 million (a 50/50 mix of RSUs and PSUs), unchanged from 2023 | | 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 |

  27. President and CEO and Other NEO Target Compensation

    | Element | Key Features | | Base Salary | •Provides competitive, fixed cash pay to attract and retain experienced and successful executives with the requisite experience to drive significant growth | | AIP | •Variable incentive cash pay that encourages and rewards valuable contributions to our annual financial and operational performance objectives •Rewards high performance and achievement of annual corporate goals | | Long-Term Equity Incentives | •Stock-based pay that helps retain talent and drives stock performance for shareholders by rewarding stock performance on both an absolute basis and relative to peers •Target pay mix includes 50% time-based vesting RSUs and 50% PSUs | | Retirement Benefits | •Retirement benefits include participation in a 401(k) savings and an optional non-qualified deferred compensation plan •Directly rewards continued service and indirectly rewards individual performance |

  28. 2024 Outreach and Engagement

    | Pay quantum | Board diversity | Proxy disclosure | | Board refreshment | PSU grant design | Peer Group composition | | Goal-setting process | Rationale for metric selection | Pay-for-performance |

  29. 2024 Outreach and Engagement

    The following common themes arose during our dialogue with shareholders: •a preference for clearer and more concise proxy disclosure overall, providing improved transparency to investors, specifically around performance metric selection, adjustments in performance measurements, and the goal-setting process; •seeking an explanation of the rationale behind the use of the revenue metric in both our short- and long-term incentive plans; •a request for analysis of year-over-year expectations built into targets under our AIP, including the rationale for any adjustments made; •a preference for a PSU design that incorporates a cumulative three-year performance period; and •appreciation for our proactive efforts and planned responsiveness to investor feedback, including steps we identified as already being taken to enhance the program. Our board conducted an in-depth review of shareholder feedback and, in response, took the following actions with respect to compensation practices and disclosure:

  30. 2024 Outreach and Engagement

    | Investor Engagement Topics | Company Actions and Responsiveness | | PSU Grant Design (investors expressed a preference for traditional three-year targets) | Beginning with our 2025 annual equity grants, PSU award targets are based on a cumulative three-year measurement, rather than the year-over-year fixed growth rate approach that was utilized in 2024 Growth targets are set at the beginning of the performance period (see page 35) The performance metrics and associated weightings remained the same as in 2023, based 50% on cumulative revenue and 50% on cumulative free cash flow, along with a relative TSR modifier. | | AIP Goal Setting (investors requested analysis of year-over-year expectations built into targets, including describing in detail the reason for any adjustments) | Our 2024 enterprise revenue, EBITDA, and EPS targets under our AIP are set in relation to our Annual Operating Plan and are equal to or above the actual results achieved for fiscal year 2023 and as reported in our Annual Report on Form 10-K (see page 31) Our shareholders have supported our historical practice of adjusting our targets in consideration of business acquisitions and divestitures but requested greater transparency of such adjustments | | Overlapping Use of Revenue Metric (investors requested reasoning for using revenue as a performance metric in both AIP and PSUs) | We considered that revenue is just one of the various performance metrics we utilize in our incentive plans, as both the AIP and the PSUs include various other performance metrics for a balanced approach (e.g., EBITDA, EPS, free cash flow, relative TSR) We have provided more fulsome disclosure in this Proxy Statement regarding why we consider revenue an important metric and how the Committee evaluates our executives’ performance against it (see pages 30 and 35) | | CEO Pay Quantum (investors requested more explanation of pay changes) | Our CEO’s long-term incentive target was increased by $1 million in 2023 over 2022 to recognize leadership through our transformation and to better align compensation with peers Our CEO's 2024 target total direct compensation, including base salary, target bonus, and target long-term incentives, remained unchanged from 2023 and approximately aligned with the 25th percentile of our peer group We are committed to providing fulsome disclosures about our rationale for CEO pay changes, as we have done for other NEOs, within this Proxy Statement | | Proxy Disclosure (investors stated their preference for clearer and more concise disclosure, improving transparency) | We incorporated several enhancements to our disclosures in this Proxy Statement to ensure information is clearly presented and easily understood, including the items discussed in this table |

  31. Benchmarking Process

    Benchmarking Process Based on FW Cook's recommendation, the Committee used two sources of data to benchmark compensation: (1) data from the publicly-available proxy statements of a peer group of companies (Peer Group) which the Committee believes, after consultation with FW Cook, are of comparable size range in various industries that share common business traits with us; and (2) market data drawn from published, broad-based, third-party general industry survey data from Aon Radford and Willis Towers Watson General Industry Survey. Data selected from the surveys are scoped based on our revenue.

  32. Our Company's Peer Group

    Our Company's Peer Group The Committee used Peer Group data to assist in determining the compensation of NEOs to the extent those NEO positions are comparable to the named executive officer positions at other companies within our Peer Group. FW Cook, the Committee's independent advisor, compiles a list of recommended peers annually for review based on an objective selection criteria as approved by the Committee, as follows:

  33. Our Company's Peer Group

    | 1 | Start with all public companies in Standard & Poor's database listed on major U.S. exchanges and incorporated in the U.S. or Canada | 2 | Give consideration to companies that (i) are aligned with Deluxe's business transformation to a digitally driven trusted Payments and Data company, (ii) are referenced in similar Global Industry Classification Standards (GICS) sub-industries, and (iii) Deluxe competes with for key executive talent | | 3 | Give consideration to companies with revenues between one-third to three times that of Deluxe and within a reasonable size range in various measures of importance, such as operating income, total assets, total equity, number of employees, and market capitalization | 4 | After consideration of Deluxe's prior year peer group, screen further to companies that meet one or more of the following objective criteria: •business complexity/multiple lines of business •identify Deluxe as a peer company •listed in the peer group of at least three other current peer companies; or •identified by management and the Committee as a relevant business competitor |

  34. Our Company's Peer Group

    Following this process, for purposes of compensation decisions made in 2024, our Peer Group consisted of the following companies:

  35. Our Company's Peer Group

    | Peer Group for 2024 Pay Decisions | | | | | | ACCO Brands | CBIZ | Equifax | Iron Mountain | Pitney Bowes | | Brady Corp. | Cimpress | Evertec | Jack Henry & Associates | Quad Graphics | | Bread Financial | Conduent | Fair Isaac | Matthews International | Shopify | | Broadridge Financial | Dun & Bradstreet | Insperity | Paychex | WEX |

  36. Our Company's Peer Group

    Compared to the 2023 Peer Group, two companies were removed after being acquired (Black Knight and EVO Payments) and were replaced with Brady Corp. and Matthews International, which fit the objective selection criteria described above. When compared to the resulting peer group for 2024 pay decisions, Deluxe is positioned near the median in several important size criteria that are closely-correlated with executive pay levels, such as revenue, operating income, and total assets. In choosing the above Peer Group, a critical consideration by the Committee and management was the transformation from our check printing heritage to a digitally driven trusted Payments and Data company. This transformation affected not only the products and services we offer to our customers, but also the culture and makeup of the entire organization. Consistent with our execution on this strategy, and to ensure we have the right leaders in place to realize our vision, the Peer Group includes a number of data and payments companies, in addition to those that are similar to our print businesses. Due to the complexity of our business portfolio, we do not believe it is appropriate to set a peer group focused only on our legacy business while ignoring our growth segments and long-term strategy. Importantly, during our 2024 shareholder engagement efforts, we met with investors holding 42% of our outstanding shares, none of which expressed concern with our selection process or our Peer Group.

  37. Annual Incentive Plan

    Annual Incentive Plan Our AIP serves to align NEO compensation with company performance, shareholder interests, and strategic objectives. The plan is designed to reward executives for achieving specific financial and strategic goals, thereby motivating and retaining highly qualified individuals. Payouts earned by the NEOs are determined based on overall company performance against predetermined metrics approved by the Committee at the outset of the year, as well as the performance of business segments for our segment Presidents.

  38. 2024 AIP Metrics and Rationale

    2024 AIP Metrics and Rationale The Committee believes that a combined formulaic and qualitative approach to annual incentives aligns executive compensation with company performance and shareholder interests. This approach ensures that incentives are based on measurable and consistent criteria, including financial performance metrics and strategic goals, while simultaneously serving to motivate executives to achieve key business objectives, drive company growth and profitability, and create long-term shareholder value. The table below describes why the Committee chose each of the 2024 AIP metrics.

  39. 2024 AIP Metrics and Rationale

    | Metric | Formula Weighting | Rationale | | Comparable Adjusted Revenue | 30% | •The Committee believes this metric is relevant for both the AIP and long-term incentive plan as the secular decline in printed products, which remains a significant portion of our revenue, emphasizes the importance of increasing revenue overall •The attainment of revenue goals aligns with shareholder interests and company success •Revenue-based incentives combined with profit measures help drive growth in both sales and profitability, thereby enhancing long-term shareholder value •For Ms. Engelhardt, the revenue metric is Print Revenue, and for the remaining NEOs, the revenue metric is Enterprise Comparable Adjusted Revenue | | Comparable Adjusted EBITDA | 30% | •The Committee believes that this metric aligns the interests of executives with those of shareholders by focusing on the company's ability to generate profit, which is critical to the company's success, and enhancing shareholder value | | Comparable Adjusted Diluted EPS | 20% | •The Committee believes that this metric is a direct indicator of the financial health of the company and its executives' performance •Including this metric in the bonus plan aligns executives with shareholder interests, motivating decisions that enhance profitability and drive shareholder value | | Strategic Initiatives | 20% | •The Committee believes strategic initiatives ensure that executives are focused on achieving important objectives that contribute to overall business success •The Committee considered the following quantitative metrics for each initiative: oFor the Enterprise, unlocking North Star value in key areas, e.g., real estate, procurement, process improvement and digitization, service delivery, tech and app simplification oNew customer activations and logo wins in our B2B Payments, Merchant Services, and Data Solutions businesses oRetention of Print personal check units •When determining the final payout on the strategic initiatives component of the AIP, the Committee also performs a qualitative assessment of overall company performance and management's efforts |

  40. 2024 AIP Metrics and Rationale

    The financial metrics utilized in the AIP are comparable adjusted measures of revenue, EBITDA, and EPS. These are non-GAAP financial measures used to evaluate operating performance by excluding certain items that are not indicative of ongoing operations. See Annex A for a reconciliation these measures to the most directly comparable GAAP financial measure

  41. 2024 AIP Targets and Ranges

    2024 AIP Targets and Ranges Financial Targets In setting 2024 AIP financial targets, the Committee considered our Annual Operating Plan (AOP), our prior year results, and whether any additional adjustments were appropriate. Consistent with this approach, the Committee considered divestitures and acquisitions to determine if the year-over-year comparisons are fair and to ensure that NEOs are not rewarded for additional revenue resulting from an acquisition or penalized for reduced revenue due to a divestiture. Because we divested our web hosting and payroll businesses in 2023, our 2024 AIP financial targets were reviewed both in light of actual 2023 reported results and adjusted results after excluding results related to the divested businesses. In our disclosure below, we refer to these as comparable adjusted results. The Committee also reviewed targets against feedback received from our shareholders and made modifications to the revenue target, all as described in the table below:

  42. 2024 AIP Targets and Ranges

    | Process and Considerations in Setting 2024 AIP Financial Targets | | | | Primary inputs for targets set in first quarter of 2024 | AOP | •Management develops and the board reviews and approves the AOP to ensure it is challenging, yet achievable, and consistent with the company's long-term strategy and financial goals •The Committee uses the AOP as a foundational element to set target goals for revenue, EBITDA and EPS | | | Prior Year Actual Results | •Considered as a benchmark to ensure targets are realistic, challenging, and require growth for our ongoing (non-divested) business | | | Divestitures of Businesses | •The Committee considers business acquisitions and divestitures in setting AIP targets to maintain the integrity and fairness of the AIP •Targets require growth in the ongoing business (i.e., the respective target must exceed the prior year actuals after adjusting for divestitures) | | Shareholder feedback | •Shareholders expressed a desire to ensure targets exceeded prior year reported results •Shareholders requested detailed explanation of any adjustments made to reported results | | | Target modifications made in response to shareholder feedback | •In response to shareholder feedback and during the second quarter of 2024, the Committee re-evaluated each of the 2024 targets that were set during the first quarter based on the AOP •Comparable adjusted EBITDA and comparable adjusted EPS targets already exceeded 2023 reported results •The Enterprise Comparable Adjusted Revenue target, however, was below the 2023 reported result •The Committee increased the Enterprise Comparable Adjusted Revenue target that had originally been set by the Committee for the NEOs to match the 2023 actual reported revenue (not adjusted for divestitures) •For the Enterprise, this change increased this target above the AOP and required NEOs to replace divested revenue with organic growth before the revenue target was achieved •Target still required growth in revenue for our ongoing business, other than in our Print business, where we anticipated continued secular decline | |

  43. 2024 AIP Targets and Ranges

    The table below shows each of the 2024 AIP financial targets for the NEOs, along with the corresponding 2023 reported financial measure and the corresponding 2023 comparable adjusted financial measure. Targets required growth over the 2023 comparable adjusted performance, with the exception of the Print segment, as explained in the table above. Following the divestiture of the web hosting and payroll businesses, the approximate impacts to our comparable adjusted figures in 2023 were $56 million in revenue, $26 million in EBITDA, and $0.30 in EPS. Because we seek to reward NEOs for results related to our ongoing business, the final column indicates the percentage growth required over 2023 comparable adjusted results, or, in the case of the Print business, the better than planned secular decline. Importantly, and as discussed above, in direct response to shareholder feedback, the Committee ensured the 2024 Enterprise targets for each metric, at a minimum, matched the prior year reported measure (i.e., disregarding divestitures).

  44. 2024 AIP Targets and Ranges

    | Financial Metric | 2023 Reported1 | 2023 Comparable Adjusted2 | 2024 AIP Target | 2024 Growth Required at Target Performance | | Enterprise Revenue3 (in thousands) | $2,192,260 | $2,136,500 | $2,192,260 | 2.6% | | Print Revenue4 (in thousands) | $1,261,283 | $1,261,283 | $1,232,000 | -2.3% | | Enterprise Adjusted EBITDA (in thousands)5 | $417,135 | $391,209 | $420,000 | 7.4% | | Enterprise Adjusted EPS5 | $3.32 | $3.02 | $3.40 | 12.6% |

  45. 2024 AIP Targets and Ranges

    (1)See our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (2)The divestiture of the web hosting business and payroll business resulted in the following approximate impacts: $56 million revenue impact, $26 million EBITDA impact, and $0.30 EPS impact. Comparable adjusted revenue, comparable adjusted EBITDA, and comparable adjusted EPS are non-GAAP financial measures. See Annex A for a reconciliation of comparable adjusted results to reported. (3)As discussed in the above table titled "Process and Consideration in Setting 2024 AIP Financial Targets," the target for Enterprise Comparable Adjusted Revenue was initially set at $2.165 billion by the Committee during the first quarter of 2024 and, in response to shareholder feedback, later increased by the Committee to $2.192 billion. (4)Effective January 1, 2024, we changed our reportable operating segments, resulting in the creation of our Print segment, and 2023 results from legacy Check and Promotional Solutions segments were recast to our updated/re-segmented reporting structure. The recast 2023 revenue and adjusted EBITDA information for the Print segment was reported on our Current Report on Form 8-K filed on May 1, 2024. (5)In 2023, for purposes of the AIP, to avoid a circular calculation of our bonus, we reported adjusted EBITDA and adjusted diluted EPS excluding the impact of the bonus pool of $38 million and $0.65, respectively. For 2024, to provide clearer disclosure, we adjusted our internal calculations to perform an iterative computation that no longer requires this final adjustment. As a result, the 2023 adjusted EBITDA and adjusted diluted EPS numbers reflected here do not match those disclosed in Annex A to our fiscal year 2023 proxy statement. We believe this change will allow us to more clearly and consistently disclose targets and actuals relative to the prior year. After setting financial performance targets, the Committee set ranges around these targets to provide a structured and measurable way to reward executives for achieving threshold to maximum levels of performance outcomes, ensuring that incentives are meaningful and challenging. No payouts are made on a financial metric if the threshold performance requirements for that metric are not met. This structure helps mitigate excessive risk-taking, ensures payouts are competitive and market-aligned, and provides a clear framework for assessing performance and determining payouts. The following table summarizes the 2024 AIP threshold and maximum performance requirements relative to the financial targets and the corresponding payout percentages.

  46. 2024 AIP Targets and Ranges

    | Performance Level | Enterprise Comparable Adjusted EBITDA | Enterprise Comparable Adjusted EPS | Enterprise Comparable Adjusted Revenue | Business Unit Revenue | Payout (% of target) | | Maximum (% of Target) | ≥ 110.0% of AOP | ≥ 115.0% of AOP | ≥ 110.0% of AOP | ≥ 110.0% of AOP | 200% | | Target | 100% | 100% | 100% | 100% | 100% | | Threshold (% of Target) | 92% of AOP | 87% of AOP | 92.5% of AOP | 92.5% of AOP | 50% | | Below Threshold | — | — | — | — | 0% |

  47. 2024 AIP Targets and Ranges

    Strategic Initiatives The Committee believes strategic initiatives ensure that executives are focused on achieving important objectives that contribute to overall business success. For this metric of the AIP, the Committee identified areas of focus related to specific operational goals of the company and its segments. The Committee assessed the company's performance in each of these areas, which included a quantitative assessment of each initiative, followed by a qualitative assessment of overall company performance and management's efforts. The following table summarizes the quantifiable portion of the 2024 AIP strategic initiative goals identified by the Committee.

  48. 2024 AIP Targets and Ranges

    | Strategic Initiative | Threshold | Target | Maximum | | Enterprise: Unlocking value in key areas specific to North Star measured as a percentage of the total 2024 implemented value of the program | ≥ 90% | 100% | 115% | | Print: Retention of personal check units | ≥ 91% | 94% | 97% | | B2B Payments: DPX+ and R360+ new customer activations | ≥ 125 | 250 | 375 | | Merchant Services: new merchant activation growth in identified verticals | ≥ 4% | 5% | 6% | | Data Solutions: new logo wins | ≥ 50 | 60 | 80 |

  49. AIP Target Payouts

    AIP Target Payouts The target payouts under the AIP for each of the NEOs are expressed as a percentage of base salary paid during the year and are generally set at or near the median of competitive market data based on comparisons against compensation surveys and our Peer Group. The 2024 target incentive percentages are displayed in the following table for each of the NEOs and are unchanged from 2023.

  50. AIP Target Payouts

    | Name | Target Annual Incentive as % of Base Salary | | Barry C. McCarthy | 120% | | William C. Zint | 75% | | Tracey G. Engelhardt | 75% | | Yogaraj Jeyaprakasam | 75% | | Jeffrey L. Cotter | 75% |

  51. 2024 AIP Results

    2024 AIP Results Based on our fiscal 2024 results, the outcomes and corresponding payouts for the 2024 AIP financial metrics are shown in the following table, relative to the targets and ranges:

  52. 2024 AIP Results

    | Metric | Formula Weight | Threshold Target Maximum (50% payout) (100% payout) (200% payout) | Result | Payout | | Enterprise Comparable Adjusted Revenue | 30% for Enterprise NEOs | | $2,111M | 79% | | Print Revenue | 30% for Print NEO | | $1,205M | 81% | | Enterprise Comparable Adjusted EBITDA | 30% | | $406M | 80% | | Enterprise Comparable Adjusted EPS | 20% | | $3.26 | 84% |

  53. 2024 AIP Results

    The strategic initiatives represent 20% of the overall bonus potential, with 10% tied to enterprise strategic initiatives and 10% tied to segment-specific strategic initiatives (Print segment only for Ms. Engelhardt and the average of all segments combined for the other NEOs). In determining the payout percentages for the strategic initiatives, the Committee considered the following: •For the Enterprise strategic initiatives, in 2024, the North Star program unlocked approximately 83% of the target implemented value. Qualitatively, the Committee recognized the significance of the company-wide efforts toward this initiative and the resulting value to shareholders and awarded a 25% payout for this objective. •For Ms. Engelhardt and the Print segment, the strategic initiative focused on retention of personal check units and did not account for the legacy promotional solutions business that is now included in this segment. The Print team delivered strong performance in the area of retention of personal check units with a retention level at 98%. Qualitatively, after considering the lower than expected promotional solutions business results, the Committee set the payout for this objective at 117%. •Against its strategic initiatives, Data Solutions achieved 85 new logos, and the Committee set a 200% payout for this segment. •The Merchant Services segment achieved approximately 8% growth in new merchant activations. Qualitatively, after considering the impact of cross-selling by other segments on these results, the Committee set the payout for this segment at 165%. •The Committee set the payout for the strategic initiatives for B2B Payments at 30% after considering 162 new activations and overall performance. •Based on the foregoing, the blended calculated strategic initiatives payout for Ms. Engelhardt was 71% and for the enterprise NEOs was 77%. As a final step, after combining the above financial and strategic initiative metrics, the Committee exercised discretion to adjust payouts downward because, while significant progress was made during 2024, the Committee chose to maintain optimum alignment between management's interests and those of shareholders. This downward adjustment resulted in a blended AIP payout of 70.6% for each NEO, as shown in the following table:

  54. 2024 AIP Results

    | | Enterprise Comparable Adjusted Revenue (30%) | Segment Revenue (30%) | Enterprise Comparable Adjusted EBITDA (30%) | Enterprise Comparable Adjusted EPS (20%) | Strategic Initiatives (20%) | Blended Calculated Payout | Committee Adjustment | Actual Payout % | | Enterprise NEOs | 79% | N/A | 80% | 84.0% | 77.0% | 79.8% | (9.2)% | 70.6% | | Print (Ms. Engelhardt) | N/A | 81% | 80% | 84.0% | 71.0% | 79.3% | (8.7)% | 70.6% |

  55. 2024 AIP Results

    The table below reflects the actual AIP payout received by each NEO.

  56. 2024 AIP Results

    | Name | 2024 Eligible Base Salary ($) | Target as a % of Base Salary | Award at Target ($) | Payout as a % of Target | Actual Payout ($) | | Barry C. McCarthy | 950,000 | 120% | 1,140,000 | 70.6% | $804,840 | | William C. Zint | 575,000 | 75% | 431,250 | 70.6% | $304,463 | | Tracey G. Engelhardt | 615,000 | 75% | 461,250 | 70.6% | $325,643 | | Yogaraj Jeyaprakasam | 586,250 | 75% | 439,688 | 70.6% | $310,420 | | Jeffrey L. Cotter | 561,250 | 75% | 420,938 | 70.6% | $297,182 |

  57. 2024 AIP Results

    The amounts earned by all NEOs under the AIP for 2024 are included in the "Non-Equity Incentive Plan Compensation" column of the SCT appearing later in this Proxy Statement.

  58. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our long-term incentive compensation utilizes our Stock Plan to provide our NEOs with equity awards that are directly linked to the value provided to our shareholders. It is designed and administered to balance and achieve several critical objectives for our executive compensation program: •supports and rewards the achievement of our long-term business strategy and objectives; •encourages decisions and behavior intended to increase shareholder value; •reinforces the pay-for-performance orientation of the overall executive compensation program; •enables us to attract and retain high-quality key executive talent by providing competitive incentive and total compensation opportunities; and •promotes share ownership and facilitates achievement of the stock ownership guidelines. Long-term equity incentive compensation for our NEOs generally is set at or near the median of long-term equity incentive compensation paid to executives of companies of similar size and in similar positions using the data gathered from compensation surveys and our Peer Group. All annual equity awards made to our NEOs and other recipients are targeted to be on the same annual grant date, except for awards made in conjunction with an individual's promotion or hire date, as required by board approval, or as necessary to facilitate retention of key employees. We do not time our equity awards to take advantage of market conditions or the release of earnings or other major announcements by us.

  59. Components of Long-Term Incentive Awards

    Components of Long-Term Incentive Awards The following table describes the designs of the equity awards granted to the NEOs in 2024, consisting of a mix of PSUs and RSUs:

  60. Components of Long-Term Incentive Awards

    | Grant Type | Vesting | Weight | Performance Metrics | Purpose | | PSUs | 3-year cliff | 50% | Three-year revenue (50% of PSUs) | •Revenue is included because the continued secular decline in the Print business, which continues to generate a significant portion of our revenue, emphasizes the importance of increasing revenue overall •Revenue acts as a primary motivator for executives, driving performance excellence and aligning their interests with the company's financial and business success | | | | | Three-year free cash flow (50% of PSUs) | •Free cash flow is a measure of our financial health, supporting our ability to pay dividends and reduce debt •Free cash flow is crucial to our strategy for investing in the growth opportunities of our Payments and Data businesses | | | | | Relative TSR modifier (+/- 25% of final payouts) | •Relative TSR aligns the interests of executives with those of shareholders •The Committee believes TSR motivates the creation of long-term shareholder value, encouraging the NEOs to focus on achieving superior performance compared to other companies in the same industry | | RSUs | 3-year ratable | 50% | | •Align the interests of the NEOs with those of our shareholders by providing an ownership stake in the company •Retention tool, encouraging the NEOs to remain with the company through the vesting period |

  61. 2024 PSU Metrics and Terms

    2024 PSU Metrics and Terms For our PSUs granted in 2024, the three-year performance targets for revenue and free cash flow are based on fixed rate growth targets that were established at the beginning of the three-year period. Importantly, the targets are set in alignment with our long-range plan to create shareholder value. As we discussed with our shareholders during our outreach campaign, we will disclose the specific performance targets for these PSUs in 2027, after the end of the performance period, as we consider them to be strategically and commercially sensitive. Shareholders understood the reasoning for this approach. At the end of the three year cycle, performance will be evaluated on a scale and the payouts will vary accordingly, as described in the following tables.

  62. 2024 PSU Metrics and Terms

    | | Performance as % of Target | | | | Performance Level | Adjusted Revenue (50% weight in PSUs) | Adjusted Free Cash Flow (50% weight in PSUs) | Payout as % of Target Payout1 | | Below Threshold | Below 90% | Below 80% | 0% | | Threshold | 90% | 80% | 50% | | Target | 100% | 100% | 100% | | Maximum or Above | 106% | 110% | 200% |

  63. 2024 PSU Metrics and Terms

    (1)No payouts are made for achievement below the threshold. If achievement is at or above the threshold, payouts are determined by linear interpolation for performance between the threshold and target levels and between the target and maximum levels. Following determination of each financial metric payout in accordance with the chart above, final PSU payout results are subject to a three-year relative TSR modifier, utilizing a formula that may increase or decrease final participant payouts by up to 25%. Payout modification is based on a relative TSR ranking within a list of publicly traded companies that are constituents of the Russell 3000 index and that are categorized within the Commercial & Professional Services and Software Services GICS industries. Upon completion of the performance period, the relative TSR modifier is determined based on the following table:

  64. 2024 PSU Metrics and Terms

    | Relative TSR Modifier | | | | | 3-Year Relative TSR Ranking | Below 25th Percentile | 25th to 75th Percentile | Above 75th Percentile | | Modifier | -25% (final payout decreased 25%) | 0% (final payout unchanged) | +25% (final payout increased 25%) |

  65. 2024 PSU Metrics and Terms

    The final measurements of performance for the PSU metrics are subject to reasonable adjustments, including unknown or unanticipated items, whether favorable or unfavorable, to the calculation of the performance goals as determined by the Committee. Examples include, but are not limited to, acquisitions, partnerships, divestitures, changes in tax law, or other regulatory changes. Historically, if targets are attained, the PSUs have been converted to shares. However, the PSU award agreements allow our board discretion to pay out any earned amounts in cash or stock.

  66. 2024 RSU Terms

    2024 RSU Terms RSUs vest in equal one-third increments on each of the first three anniversaries of the grant date. These awards are intended to further align the interests of the recipients with those of our shareholders, while promoting executive retention. These awards accrue dividend equivalents that are only paid out upon vesting.

  67. 2024 Awards

    2024 Awards The following table details the target grant date fair value used by the Committee to determine the number of PSUs and RSUs awarded to each NEO in 2024, which are disclosed in the "Grants of Plan-Based Awards" table on page 42. The actual value of equity awards that may be realized by the NEOs will depend on their continued service, the performance of the company, and our future stock price performance.

  68. 2024 Awards

    | Name | Target Grant Value ($) | Target PSUs Granted (#) | RSUs Granted (#) | | Barry C. McCarthy | 5,500,000 | 137,844 | 137,845 | | William C. Zint | 1,150,000 | 28,822 | 28,822 | | Tracey G. Engelhardt | 1,200,000 | 30,075 | 30,075 | | Yogaraj Jeyaprakasam | 900,000 | 22,556 | 22,556 | | Jeffrey L. Cotter | 950,000 | 23,809 | 23,810 |

  69. Future Changes for the 2025 PSU Awards

    Future Changes for the 2025 PSU Awards For PSUs granted to NEOs in 2025, the Committee returned to traditional three-year goals with set target dollar values, rather than the annual fixed rate growth targets described above for the 2024 awards. As the company exits the transformation phase and is now engaged in the North Star program, the Committee believes that a traditional three-year goals approach is aligned with the long-range plan of the company.

  70. 2022–2024 PSU Award Payouts

    2022–2024 PSU Award Payouts Our 2022 PSU award goals were set in the first quarter of fiscal year 2022 and included equally weighted performance targets. Half of the PSUs targeted a specific revenue value to be achieved in fiscal year 2024. The other half were based on our three-year relative TSR ranking a within a list of publicly traded companies that are constituents of the Russell 3000 index and that are categorized within the Commercial & Professional Services and Software Services GICS industries. At the end of the three year cycle, performance and payouts were evaluated on a scale, as described in the following tables.

  71. 2022–2024 PSU Award Payouts

    | FY 2024 Total Revenue | | | | | | Threshold | Target | Maximum | | FY 2024 Total Revenue for 2022–2024 PSUs ($ in millions) | $2,188 | $2,304 | $2,418 | | Payout | 50 % | 100% | 200% |

  72. 2022–2024 PSU Award Payouts

    | Three-Year TSR (through December 31, 2024) | | | | | | Threshold | Target | Maximum | | TSR Ranking in comparison group | 25th percentile | 50th percentile | 75th percentile | | Payout | 40% | 100% | 200% |

  73. 2022–2024 PSU Award Payouts

    After the conclusion of FY 2024, the blended performance payout for the 2022–2024 PSU awards was determined to be 82.6%. The performance target for 2024 was set prior to certain recent divestitures, and as a result, adjustments are required to factor in the impact of divested revenue within the performance period. The actual outcome for FY 2024 Total Revenue for 2022–2024 PSUs of $2,111 million required an adjustment of $144 million to capture these impacts, leading to a final achievement of $2,255 million, compared to a target of $2,304 million, resulting in a payout of 79.5%. FY 2024 Total Revenue for 2022–2024 PSUs is a non-GAAP financial measure; for a reconciliation of this non-GAAP measure to its most directly comparable GAAP counterpart, see Annex A. The payout for the three-year relative TSR metric was 85.8%. Actual performance was in the 44th percentile, based on the company's TSR performance compared to that within an index of publicly traded companies in the Russell 3000 (Commercial & Professional Services and Software Services GICS industries), as of the beginning of the performance period.

  74. Compensation Consultant Services and Independence

    Compensation Consultant Services and Independence The Committee has the authority to engage independent advisors to assist it in fulfilling its responsibilities. The Committee has retained FW Cook, a national executive compensation consulting firm, to provide advice with respect to compensation for our NEOs and other officers. FW Cook performs services solely on behalf of the Committee and does not provide any other services to us. FW Cook performed the following services for the Committee in 2024: prepared and reviewed market benchmarking data for the President and CEO and other NEOs to assist the Committee in determining appropriate levels of compensation; reviewed the methodology on which compensation is based and designed, including reviewing the Peer Group for continued appropriateness; prepared and reviewed market data on the design and competitiveness of non-employee director compensation; informed the Committee of current updates regarding trends in executive and director compensation; reviewed tally sheets; assessed incentive risk and other proxy disclosures; and reviewed regulatory and governance guidance. FW Cook attended meetings upon invitation and participated in executive sessions without management present. Management has no separate relationship with FW Cook. We make regular payments to FW Cook for its services around executive and non-employee director compensation, including meeting preparation and attendance, advice, and best practice information, as well as competitive data. Pursuant to SEC rules, the Committee assessed the independence of FW Cook, including based on information provided by FW Cook, and concluded that no conflict of interest exists that would prevent FW Cook from independently representing the Committee.

  75. Management of Compensation-Related Risk

    Management of Compensation-Related Risk In establishing and reviewing our executive compensation program, the Committee considers whether the program encourages unnecessary or excessive risk-taking and has concluded that it does not. We have a robust process of evaluating our compensation plans, programs and practices, which includes a risk analysis of myriad compensation design features. This evaluation occurs annually and is reviewed by FW Cook and provided to the Committee for review. The Committee reviewed our material compensation programs and noted numerous ways in which risk is effectively managed or mitigated. All such plans were deemed to have substantial risk mitigating features, including the following: a balanced mix of fixed and variable pay and short- and long-term incentives; use of multiple performance measures; a portfolio of long-term incentives, including time-based and performance-based measures; caps, discretion in payment, oversight by non-plan participants and significant stock ownership guidelines; pre-approval requirements for executive stock transactions; and the existence of policies prohibiting stock hedging and pledging and requiring executive incentive compensation recoupment in specified circumstances. The Committee also considers the effect compensation plans could have on risks to the company, including how compensation programs for employees generally impact individual behavior that could exacerbate these enterprise risks. Board and management processes are in place to oversee risk associated with compensation programs and practices, including, but not limited to, regular business reviews, alignment of compensation plan goals with our annual and long-term strategic goals and performance expectations, review of enterprise risk management by the board as part of the annual strategy and budget reviews, and other appropriate internal controls. The Committee concluded that our compensation plans, programs and policies, considered as a whole, including applicable risk-mitigation features, are not reasonably likely to have a material adverse effect on our results or operations.

  76. Policies on Clawback of Incentive Compensation

    Policies on Clawback of Incentive Compensation Historically, we have had in place an Incentive Compensation Recovery Policy, which applied to our officers who are subject to Section 16 of the Exchange Act. An updated Incentive Compensation Recovery Policy was adopted on August 15, 2023, ensuring compliance with all Dodd-Frank regulatory requirements. The policy is summarized as follows: •The policy requires reimbursement or forfeiture of any excess incentive compensation received by an executive, current or former, during the three fiscal years immediately preceding any accounting restatement, regardless of fault or misconduct. •The amount to be recovered will approximate the amount by which the executive's incentive compensation for the relevant period exceeded amounts that would have been earned based on the restated financial results. •The policy also allows the board to require reimbursement or forfeiture of incentive compensation, including all time-vesting equity awards, in the event an executive engages in detrimental conduct, including, but not limited to, willful violations of law, fraud, or gross misconduct. While our recovery policy applies to incentive compensation earned by or awarded to executives on or after the date the policy was effective, our Stock Plan contains a similar provision requiring recoupment of excess incentive compensation earned under all awards if a restatement occurs within 12 months following the relevant performance period and the executive's misconduct contributed to the need for such restatement.

  77. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  78. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards1 ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation2 ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings3 ($) | All Other Compensation4 ($) | Total ($) | | Barry C. McCarthy President and Chief Executive Officer | 2024 | 950,000 | — | 5,308,392 | — | 804,840 | — | 61,826 | 7,125,058 | | | 2023 | 943,750 | — | 5,329,797 | — | 1,228,763 | — | 34,409 | 7,536,719 | | | 2022 | 918,750 | — | 4,871,517 | — | 4,573,000 | — | 12,218 | 10,375,485 | | William C. Zint Senior Vice President, Chief Financial Officer | 2024 | 575,000 | — | 1,109,935 | — | 304,463 | — | 12,075 | 2,001,473 | | | 2023 | 475,000 | — | 823,691 | — | 386,531 | — | 19,415 | 1,704,637 | | | 2022 | 326,521 | — | 149,989 | — | 191,730 | — | — | 668,240 | | Tracey G. Engelhardt Senior Vice President, President, Print | 2024 | 615,000 | — | 1,158,188 | — | 325,643 | 5,889 | 37,097 | 2,141,817 | | | 2023 | 575,000 | — | 1,162,882 | — | 471,169 | 6,436 | 59,324 | 2,274,811 | | Yogaraj Jeyaprakasam Senior Vice President, Chief Technology and Digital Officer | 2024 | 586,250 | — | 868,632 | — | 310,420 | 12,326 | 12,275 | 1,789,903 | | | 2023 | 556,250 | — | 872,152 | — | 452,649 | 3,324 | 18,424 | 1,902,799 | | | 2022 | 333,333 | — | 1,993,141 | — | 450,000 | — | 115,788 | 2,892,262 | | Jeffrey L. Cotter Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | 2024 | 561,250 | — | 916,905 | — | 297,182 | (2,157) | 12,755 | 1,785,935 |

  79. SUMMARY COMPENSATION TABLE

    (1)Amounts in this column reflect the aggregate grant date fair value computed in accordance with ASC Topic 718 for awards of stock during the fiscal years ended December 31, 2024, 2023 and 2022. Assumptions used in the calculation of these amounts are included in Note 11 to our Consolidated Financial Statements filed as part of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These amounts reflect an accounting expense and do not necessarily correspond to the actual value that may be realized by the NEOs. Stock awards included in this column are comprised of annual long-term equity incentive compensation consisting of RSUs and PSUs received under the Stock Plan (2023 and 2024 awards) and the 2020 Long-Term Incentive Plan (2022 awards). The value of the PSUs included in this column for 2024 assumes target performance over the measurement period. Assuming threshold, target and maximum performance, the value of the PSUs, which includes cumulative revenue PSUs and cumulative free cash flow PSUs, are as follows:

  80. SUMMARY COMPENSATION TABLE

    | Name | Threshold ($) | Target ($) | Maximum ($) | | Barry C. McCarthy | 1,279,192 | 2,558,385 | 5,116,769 | | William C. Zint | 267,487 | 534,936 | 1,069,873 | | Tracey G. Engelhardt | 279,105 | 558,192 | 1,116,384 | | Yogaraj Jeyaprakasam | 209,320 | 418,639 | 837,279 | | Jeffrey L. Cotter | 220,957 | 441,895 | 883,790 |

  81. SUMMARY COMPENSATION TABLE

    For more information regarding the 2024 grants of RSUs and PSUs, refer to the Grants of Plan-Based Awards Table. (2)Amounts listed in this column reflect cash amounts paid to the NEOs under the AIP. (3)This amount reflects the above-market value of earnings on compensation deferred by the NEOs in our non-qualified Deferred Compensation Plan. Earnings on deferred compensation are considered above-market to the extent they exceed that which would have occurred if the amount had been invested at 120% of the applicable federal long-term rate in the given year of compensation. (4)For all NEOs, amounts in the "All Other Compensation" column for 2024 include 401(k) contributions of $12,075. For Mr. McCarthy and Ms. Engelhardt, the amount also includes the value of personal travel to a company-sponsored event plus associated tax gross-ups totaling $31,285 and $24,242, respectively. For Mr. McCarthy, the amount also includes $200 for an HSA contribution and premiums of $18,266 for a supplemental long-term disability coverage policy. For Mr. Cotter, the amount also includes a cell phone allowance and HSA contributions, and for Mr. Jeyaprakasam, the amount includes HSA contributions.

  82. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  83. GRANTS OF PLAN-BASED AWARDS

    | | | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units3 (#) | Grant Date Fair Value of Stock and Option Awards4 ($) | | Name & Grant Date | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | | | | | Award Type | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | Barry C. McCarthy | | | | | | | | | | | 2/14/2024 | RSU | | | | | | | 137,845 | 2,750,008 | | 2/14/2024 | CFCF PSU | | | | 34,461 | 68,922 | 137,844 | | 1,279,192 | | 2/14/2024 | CR PSU | | | | 34,461 | 68,922 | 137,844 | | 1,279,192 | | | AIP Cash | 171,000 | 1,140,000 | 2,280,000 | | | | | | | William C. Zint | | | | | | | | | | | 2/14/2024 | RSU | | | | | | | 28,822 | 574,999 | | 2/14/2024 | CFCF PSU | | | | 7,206 | 14,411 | 28,822 | | 267,468 | | 2/14/2024 | CR PSU | | | | 7,206 | 14,411 | 28,822 | | 267,468 | | | AIP Cash | 64,688 | 431,250 | 862,500 | | | | | | | Tracey G. Engelhardt | | | | | | | | | | | 2/14/2024 | RSU | | | | | | | 30,075 | 599,996 | | 2/14/2024 | CFCF PSU | | | | 7,519 | 15,037 | 30,074 | | 279,087 | | 2/14/2024 | CR PSU | | | | 7,519 | 15,038 | 30,076 | | 279,105 | | | AIP Cash | 69,188 | 461,250 | 922,500 | | | | | | | Yogaraj Jeyaprakasam | | | | | | | | | | | 2/14/2024 | RSU | | | | | | | 22,556 | 449,992 | | 2/14/2024 | CFCF PSU | | | | 5,639 | 11,278 | 22,556 | | 209,320 | | 2/14/2024 | CR PSU | | | | 5,639 | 11,278 | 22,556 | | 209,320 | | | AIP Cash | 65,953 | 439,688 | 879,376 | | | | | | | Jeffrey L. Cotter | | | | | | | | | | | 2/14/2024 | RSU | | | | | | | 23,810 | 475,010 | | 2/14/2024 | CFCF PSU | | | | 5,952 | 11,904 | 23,808 | | 220,938 | | 2/14/2024 | CR PSU | | | | 5,953 | 11,905 | 23,810 | | 220,957 | | | AIP Cash | 63,141 | 420,938 | 841,876 | | | | | |

  84. GRANTS OF PLAN-BASED AWARDS

    (1)Reflects the estimated range of potential payouts under the AIP for 2024. The threshold amount assumes 50% of target payout on the Adjusted EBITDA goal, which metric has a 30% weighting, and non-achievement of all other goals. The actual cash payouts under the AIP are reflected in the Non-Equity Incentive Plan Compensation column of the SCT. (2)For all NEOs, the PSUs were granted under our Stock Plan as part of our long-term equity incentive compensation. The PSUs are subject to the following performance conditions: three-year cumulative free cash flow (CFCF PSUs) and three-year cumulative revenue (CR PSUs), both of which are subject to a relative TSR modifier during the period January 1, 2024 through December 31, 2026. These PSUs vest, if at all, upon satisfaction of the conditions and subsequent approval of the Committee. (3)For all NEOs, the RSUs granted under our Stock Plan vest in equal one-third increments on each of the first three anniversaries of the grant date. (4)Dollar values represent the accounting grant date fair value of PSUs and RSUs. The value of the RSUs are based upon the closing price on the grant date of $19.95. For all PSU awards, the values are based upon a Monte Carlo simulation value of $18.56 per share. For more information on the awards described in the Grants of Plan-Based Awards Table, refer to the "Annual Incentive Compensation" and "Long-Term Equity Incentive Compensation" sections in the CD&A, as well as "Severance and Change of Control Arrangements" for how these awards are treated under various termination and change of control scenarios.

  85. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  86. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | | | Name | Grant Date1 | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable2 | Option Exercise Price ($) | Option Expiration Date | RSU Grant Date/ PSU Period1 | | Number of Shares or Units of Stock Held That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)3 | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)3 | | Barry C. McCarthy | 11/26/2018 | 235,018 | — | 48.92 | 11/26/2025 | 3/1/2021 | 4 | 6,058 | 136,850 | | | | | 4/1/2019 | 128,205 | — | 44.69 | 4/1/2029 | 2/16/2022 | 4 | 34,690 | 783,647 | | | | | 2/19/2020 | 200,382 | — | 39.11 | 2/19/2030 | 2/15/2023 | 5 | 93,777 | 2,118,422 | | | | | 3/1/2021 | 78,125 | 26,042 | 41.27 | 3/1/2031 | 2/14/2024 | 5 | 137,845 | 3,113,919 | | | | | | | | | | 1/1/2022- 12/31/2024 | 6 | | | 27,579 | 645,900 | | | | | | | | 1/1/2022- 12/31/2024 | 6 | | | 29,764 | 697,073 | | | | | | | | 1/1/2023- 12/31/2025 | 7 | | | 35,166 | 794,400 | | | | | | | | 1/1/2023- 12/31/2025 | 8 | | | 35,167 | 794,411 | | | | | | | | 1/1/2024- 12/31/2026 | 7 | | | 34,461 | 778,474 | | | | | | | | 1/1/2024- 12/31/2026 | 8 | | | 34,461 | 778,474 | | William C. Zint | 3/1/2021 | 2,930 | 976 | 41.27 | 3/1/2031 | 3/1/2021 | 4 | 636 | 14,367 | | | | | | | | | | 2/16/2022 | 4 | 2,312 | 52,228 | | | | | | | | | | 2/15/2023 | 5 | 14,493 | 327,397 | | | | | | | | | | 2/14/2024 | 5 | 28,822 | 651,089 | | | | | | | | | | 1/1/2023- 12/31/2025 | 7 | | | 5,435 | 122,765 | | | | | | | | 1/1/2023- 12/31/2025 | 8 | | | 5,435 | 122,777 | | | | | | | | 1/1/2024-12/31/2026 | 7 | | | 7,206 | 162,772 | | | | | | | | 1/1/2024-12/31/2026 | 8 | | | 7,206 | 162,772 | | Tracey G. Engelhardt | 2/21/2018 | 4,793 | — | 73.21 | 2/21/2025 | 3/1/2021 | 4 | 757 | 17,101 | | | | | 4/1/2019 | 10,684 | — | 44.69 | 4/1/2029 | 2/16/2022 | 4 | 6,167 | 139,313 | | | | | 2/18/2020 | 20,772 | — | 39.62 | 2/18/2030 | 2/15/2023 | 5 | 20,461 | 462,214 | | | | | 3/1/2021 | 9,766 | 3,255 | 41.27 | 3/1/2031 | 2/14/2024 | 5 | 30,075 | 679,394 | | | | | | | | | | 1/1/2022- 12/31/2024 | 6 | | | 4,903 | 114,828 | | | | | | | | 1/1/2022- 12/31/2024 | 6 | | | 5,291 | 123,915 | | | | | | | | 1/1/2023- 12/31/2025 | 7 | | | 7,673 | 173,322 | | | | | | | | 1/1/2023- 12/31/2025 | 8 | | | 7,673 | 173,333 | | | | | | | | 1/1/2024- 12/31/2026 | 7 | | | 7,519 | 169,843 | | | | | | | | 1/1/2024- 12/31/2026 | 8 | | | 7,519 | 169,854 | | Yogaraj Jeyaprakasam | | | | | | 5/13/2022 | 4 | 8,326 | 188,084 | | | | | | | | | | 2/15/2023 | 5 | 15,346 | 346,666 | | | | | | | | | | 2/14/2024 | 5 | 22,556 | 509,540 | | | | | | | | | | 1/1/2022- 12/31/2024 | 6 | | | 6,620 | 155,040 | | | | | | | | 1/1/2022- 12/31/2024 | 6 | | | 7,145 | 167,336 | | | | | | | | 1/1/2023- 12/31/2025 | 7 | | | 5,755 | 129,994 | | | | | | | | 1/1/2023- 12/31/2025 | 8 | | | 5,755 | 129,994 | | | | | | | | 1/1/2024- 12/31/2026 | 7 | | | 5,639 | 127,385 | | | | | | | | 1/1/2024- 12/31/2026 | 8 | | | 5,639 | 127,385 | | Jeffrey L. Cotter | 6/11/2018 | 10,196 | — | 68.62 | 6/11/2025 | 3/01/2021 | 4 | 1,136 | 25,662 | | | | | 4/1/2019 | 32,051 | — | 44.69 | 4/1/2029 | 2/16/2022 | 4 | 5,781 | 130,593 | | | | | 2/18/2020 | 38,947 | — | 39.62 | 2/18/2030 | 2/15/2023 | 5 | 12,788 | 288,881 | | | | | 3/1/2021 | 14,648 | 4,883 | 41.27 | 3/1/2031 | 2/14/2024 | 5 | 23,810 | 537,868 | | | | | | | | | | 1/1/2022- 12/31/2024 | 6 | | | 4,597 | 107,662 | | | | | | | | 1/1/2022- 12/31/2024 | 6 | | | 4,961 | 116,187 | | | | | | | | 1/1/2023- 12/31/2025 | 7 | | | 4,796 | 108,330 | | | | | | | | 1/1/2023- 12/31/2025 | 8 | | | 4,796 | 108,330 | | | | | | | | 1/1/2024- 12/31/2026 | 7 | | | 5,952 | 134,456 | | | | | | | | 1/1/2024- 12/31/2026 | 8 | | | 5,953 | 134,467 |

  87. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1)For better understanding of this table, we have included an additional column showing the grant dates of options, RSUs, and PSUs. (2)All unexercisable options vest ratably over a four-year period following the grant date. (3)Based on the $22.59 per share closing price of our common stock on December 31, 2024. (4)RSUs vest ratably over four years. (5)RSUs vest ratably over three years. (6)The PSUs granted for the 2022–2024 performance period exceeded their payout thresholds. The total revenue threshold was 50% and paid out at 79.5%. The relative TSR threshold was 40% and paid out at 85.8%. Amounts in the table represent actual payouts, which are discussed in more detail in the "Long-Term Equity Incentive Compensation" section in the CD&A. (7)PSUs with cumulative free cash flow metrics are shown assuming achievement of the threshold goal of 50%. A more detailed discussion can be found in the "Long-Term Equity Incentive Compensation" section in the CD&A. (8)PSUs with cumulative revenue metrics are shown assuming achievement of the threshold goal of 50%. A more detailed discussion can be found in the "Long-Term Equity Incentive Compensation" section in the CD&A.

  88. 2024 STOCK VESTED

    2024 STOCK VESTED

  89. 2024 STOCK VESTED

    | | RSUs | | PSUs | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting1 ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting1 ($) | | Barry C. McCarthy | 99,626 | 2,029,828 | 33,518 | 670,695 | | William C. Zint | 9,039 | 186,413 | — | — | | Tracey G. Engelhardt | 14,575 | 299,770 | 4,190 | 83,842 | | Yogaraj Jeyaprakasam | 34,040 | 763,745 | — | — | | Jeffrey L. Cotter | 11,366 | 232,290 | 6,285 | 125,763 |

  90. 2024 STOCK VESTED

    (1)Value realized equals the closing price of our common stock on the vesting date multiplied by the number of shares vested.

  91. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation Our Deferred Compensation Plan permits eligible employees to defer annually the receipt of up to 100% of base salary, and up to 50% of annual cash bonuses. In connection with this plan, we have created a non-qualified grantor trust (commonly known as a Rabbi Trust) through which our obligations under the plan are funded. No assets are set aside for individual participants in the plan, and the trust assets remain subject to the claims of our creditors. Amounts deferred under the plan are payable on the earliest to occur of a change of control of our company, the participant's termination of employment, disability or death, or the date for payment selected by the participant, unless a delay in payments is otherwise required by Section 409A. Deferred amounts are credited with gains and losses based on the performance of deemed investment options (i.e., phantom funds) selected by the participant. We also may make ERISA excess payments and/or contributions of benefit plan equivalents to participants' accounts if IRS limits or the deferrals made by a participant under this plan have the effect of reducing the contributions they otherwise would receive from us under our qualified benefit plans. The following table summarizes activity under these plans for each of the NEOs during 2024:

  92. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    NON-QUALIFIED DEFERRED COMPENSATION TABLE

  93. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | | Executive Contributions in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year1 | Aggregate Withdrawals/Distributions in Last Fiscal Year | Aggregate Balance at Last Fiscal Year-End | | Name | ($) | ($) | ($) | ($) | | Barry C. McCarthy | — | — | — | — | | William C. Zint | — | — | — | — | | Tracey G. Engelhardt | — | 7,685 | — | 43,717 | | Yogaraj Jeyaprakasam | 149,155 | 30,582 | — | 241,336 | | Jeffrey L. Cotter | — | 4,113 | — | 43,717 |

  94. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    (1)Amounts represent earnings on contributions and deferrals made in 2024 and in prior years. Participants in this plan allocate their deferrals into phantom funds similar to the funds available under our qualified retirement plans. Any amounts reported reflect the performance of these phantom funds. The measurement funds available under the Deferred Compensation Plan, and their annualized returns as of December 31, 2024, are as follows:

  95. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | Fund | Asset Category | Ticker | Rate of Return (%) | | Vanguard Federal Money Market Investor | Money Market-Taxable | VMFXX | 5.23 | | Vanguard VIF Total Bond Market Index | Intermediate Core Bond | N/A | 1.24 | | Vanguard Large-Cap Index Fund Admiral Shares | Large Blend | VLCAX | 25.10 | | Vanguard Growth Index Admiral | Large Growth | VIGAX | 32.66 | | Vanguard Small Cap Index Admiral | Small Blend | VSMAX | 14.23 | | Vanguard Developed Markets Index Admiral | Foreign Large Blend | VTMGX | 3.04 | | Vanguard Emerging Markets Stock Index Admiral | Diversified Emerging Markets | VEMAX | 10.95 |

  96. CEO Pay Ratio

    CEO Pay Ratio We are required by SEC rules and regulations to disclose a reasonable estimate of the ratio of the annual total compensation for our President and CEO to the annual total compensation of our median employee. For the year ended December 31, 2024, the annual total compensation for Mr. McCarthy was $7,125,058, as shown in the SCT, plus $21,811 for the cost of his employer-sponsored health and welfare benefits. The annual total compensation for our median employee was $74,965 calculated in accordance with SEC rules. For 2024, the annual total compensation of Mr. McCarthy was 95.3 times that of our median employee. As of the measurement date, November 1, 2024, we had a total of 5,031 employees. For purposes of identifying our median employee, we used our United States and Canadian employee population of 5,026 total employees, of which 4,776 were employed in the U.S. and 250 were employed in Canada. We excluded five employees located in India. As permitted by SEC rules and regulations, we excluded leased employees and independent contractors. To determine our median employee, we used base salary for the 12-month period ending October 31, 2024, as our compensation measure that we applied consistently to all employees. We annualized this amount for permanent employees who commenced employment during that period. We also chose to include the cost of the median employee's employer-sponsored health and welfare benefits, including medical, dental and life insurance, as well as short- and long-term disability coverage, in the calculation of our median employee's total annual compensation. For Canadian employees, we converted their pay amounts to U.S. dollars using the spot rate as of November 1, 2024.

  97. Pay Versus Performance Outcomes

    Pay Versus Performance Outcomes The following table provides specified executive compensation and financial performance measures for our five most recently completed fiscal years.

  98. Pay Versus Performance Outcomes

    | Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO1 ($) | Average Summary Compensation Table Total for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs2 ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions)5 ($) | Adjusted EBITDA (in millions)6 ($) | | | | | | | Total Shareholder Return3 ($) | Peer Group Total Shareholder Return4 ($) | | | | 2024 | 7,125,058 | 8,216,822 | 1,929,782 | 2,162,974 | 58.0 | 144.3 | 52.9 | 412.1 | | 2023 | 7,536,719 | 8,979,508 | 1,992,744 | 2,238,170 | 52.1 | 123.6 | 26.2 | 417.1 | | 2022 | 10,375,485 | 3,607,005 | 2,220,306 | 852,747 | 38.6 | 102.7 | 65.5 | 418.1 | | 2021 | 7,822,945 | 8,028,794 | 2,050,605 | 1,802,766 | 69.3 | 143.0 | 62.8 | 407.8 | | 2020 | 5,256,659 | (1,110,314) | 1,812,604 | 701,061 | 61.2 | 131.3 | 5.3 | 364.5 |

  99. Pay Versus Performance Outcomes

    (1)The dollar amounts reported in this column represent the amount of Compensation Actually Paid (CAP) to our President and CEO, Barry C. McCarthy, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. McCarthy during the applicable year. To calculate CAP to Mr. McCarthy, for each of the years shown, the following deductions and additions were made to the SCT total compensation:

  100. Pay Versus Performance Outcomes

    | Reconciliation of CEO SCT Total to CAP | | | | | | Year | SCT Total ($) | Equity Deductions from SCT Total(a) ($) | Equity Additions to SCT Total(b) ($) | CAP ($) | | 2024 | 7,125,058 | (5,308,392) | 6,400,156 | 8,216,822 | | 2023 | 7,536,719 | (5,329,797) | 6,772,586 | 8,979,508 | | 2022 | 10,375,485 | (4,871,517) | (1,896,963) | 3,607,005 | | 2021 | 7,822,945 | (6,439,546) | 6,645,395 | 8,028,794 | | 2020 | 5,256,659 | (4,274,576) | (2,092,397) | (1,110,314) |

  101. Pay Versus Performance Outcomes

    (a)Represents the grant date fair values of equity-based awards granted each year, as shown in the Stock Awards and Option Awards columns of the SCT. (b)For each year, reflects the sum of the equity fair value categories described as follows, calculated in accordance with Item 402(v) of Regulation S-K:

  102. Pay Versus Performance Outcomes

    | Year | Year-end fair value of awards granted in the year and outstanding and unvested at year-end ($) | Prior year-end to year-end change in fair value of awards granted in prior years and outstanding and unvested at year-end ($) | Fair value as of vesting date of awards granted and vested in the year ($) | Prior year-end to vesting-date change in fair value of awards granted in prior years that vested in the year ($) | Prior year-end fair value of awards granted in prior years that were forfeited in the year ($) | Value of dividends or other earnings paid on awards not otherwise reflected in the fair values ($) | Total Equity Additions to SCT Total ($) | | 2024 | 6,188,528 | 197,088 | — | (22,829) | (164,242) | 201,611 | 6,400,156 | | 2023 | 6,013,430 | 646,150 | — | 34,383 | — | 78,623 | 6,772,586 | | 2022 | 2,406,099 | (4,384,367) | — | (58) | — | 81,363 | (1,896,963) | | 2021 | 4,552,443 | 607,333 | — | 1,345,862 | — | 139,757 | 6,645,395 | | 2020 | 2,823,913 | (3,329,142) | — | (1,671,035) | — | 83,867 | (2,092,397) |

  103. Pay Versus Performance Outcomes

    (2)The dollar amounts reported in this column represent the average amount of CAP to the non-CEO named executive officers (“Other NEOs”) as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Other NEOs during the applicable year. The Other NEOs reflected in this and the preceding column consist of the following individuals: 2024—William C. Zint, Tracey G. Engelhardt, Yogaraj Jeyaprakasam, and Jeffrey L. Cotter; 2023—William C. Zint, Tracey G. Engelhardt, Michael A. Reed, and Yogaraj Jeyaprakasam; 2022—William C. Zint, Scott C. Bomar, Christopher L. Thomas, Yogaraj Jeyaprakasam, and Michael A. Reed; 2021—Scott C. Bomar, Keith A. Bush, Christopher L. Thomas, Michael A. Reed, and Jeffrey L. Cotter; and 2020—Keith A. Bush, Christopher L. Thomas, Michael A. Reed, and Jeffrey L. Cotter. To calculate CAP to our Other NEOs for each of the years shown, the following deductions and additions were made to the SCT total compensation:

  104. Pay Versus Performance Outcomes

    | Other NEOs Reconciliation of Average SCT Total to Average CAP | | | | | | Year | SCT Total ($) | Equity Deductions from SCT Total(a) ($) | Equity Additions to SCT Total(b) ($) | CAP ($) | | 2024 | 1,929,782 | (1,013,415) | 1,246,607 | 2,162,974 | | 2023 | 1,992,744 | (956,940) | 1,202,366 | 2,238,170 | | 2022 | 2,220,306 | (1,197,255) | (170,304) | 852,747 | | 2021 | 2,050,605 | (1,228,600) | 980,761 | 1,802,766 | | 2020 | 1,812,604 | (1,171,147) | 59,604 | 701,061 |

  105. Pay Versus Performance Outcomes

    (a)Represents the grant date fair value of equity-based awards granted each year, as shown in the Stock Awards and Option Awards columns of the SCT. (b)For each year, reflects the sum of the equity fair value categories described as follows, calculated in accordance with Item 402(v) of Regulation S-K:

  106. Pay Versus Performance Outcomes

    | Year | Year-end fair value of awards granted in the year and outstanding and unvested at year-end ($) | Prior year-end to year-end change in fair value of awards granted in prior years and outstanding and unvested at year-end ($) | Fair value as of vesting date of awards granted and vested in the year ($) | Prior year-end to vesting-date change in fair value of awards granted in prior years that vested in the year ($) | Prior year-end fair value of awards granted in prior years that were forfeited in the year ($) | Value of dividends or other earnings paid on awards not otherwise reflected in the fair values ($) | Total Equity Additions to SCT Total ($) | | 2024 | 1,181,440 | 37,409 | — | 7,010 | (12,830) | 33,578 | 1,246,607 | | 2023 | 1,079,683 | 112,881 | — | (8,953) | — | 18,755 | 1,202,366 | | 2022 | 544,028 | (414,256) | — | (43,365) | (271,588) | 14,877 | (170,304) | | 2021 | 885,667 | 116,547 | — | 142,783 | (177,089) | 12,853 | 980,761 | | 2020 | 737,637 | (594,542) | — | (68,673) | (18,243) | 3,425 | 59,604 |

  107. Pay Versus Performance Outcomes

    (3)Assuming an initial investment of $100 on December 31, 2019, TSR assumes reinvestment of all dividends, if any, and reflects changes in the company’s share price since the assumed initial investment date. (4)Represents the weighted Peer Group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The Peer Group used for this purpose is the Dow Jones U.S. Support Services (DJUSIS) Index. (5)Dollar values represent the amount of net income reported in our audited financial statements for the applicable year. (6)See Annex A for a reconciliation of adjusted EBITDA, a non-GAAP financial measure, to the most directly comparable GAAP financial measure.