DEF 14A of Deluxe Corp, Mar 9, 2026

DEF 14A of Deluxe Corp

Filed Mar 9, 2026 · FY20250000027996-26-000074

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

  3. ITEM 1: ELECTION OF DIRECTORS

    ITEM 1: ELECTION OF DIRECTORS

  4. Nominees for Election

    Nominees for Election There are currently ten individuals serving on our board. Each director's term expires as of the date of the 2026 Annual Meeting of Shareholders. Cheryl E. Mayberry McKissack is not standing for re-election at the meeting, and Paul R. Garcia is expected to be the independent Chair of the Board effective immediately following the 2026 Annual Meeting of Shareholders. The board recommends that the nine individuals presented below, all of whom are current directors, be elected to serve on the board until the 2027 Annual Meeting of Shareholders. With the exception of Mr. McCarthy, who serves as our President and CEO, and therefore is not independent, all nominees have been determined by the board to meet the independence standards of the New York Stock Exchange (NYSE) (see the discussion of Director Independence in the "Board Structure and Governance" section of this Proxy Statement). Each of the individuals listed below has consented to being named as a nominee in this Proxy Statement and has indicated a willingness to serve if elected. However, if any nominee becomes unable to serve before the election, the shares represented by proxies may be voted for a substitute designated by the board, unless a contrary instruction is indicated in the proxy card. Pursuant to our Corporate Governance Guidelines, at any shareholder meeting at which directors are subject to an uncontested election (i.e., an election where the only nominees are those recommended by the board), any nominee for director who receives a greater number of "WITHHOLD" votes from his or her election than "FOR" votes shall submit to the board, within five (5) business days of certification of the shareholder vote by the Inspector of Elections, a written offer to resign from the board. The Corporate Governance Committee shall promptly consider the resignation offer and recommend to the full board whether to accept it. The board will act on the Corporate Governance Committee’s recommendation within 90 days following the certification of the shareholder vote by the Inspector of Elections, which action may include, without limitation, acceptance of the offer of resignation, adoption of measures intended to address the perceived issues underlying the vote, or rejection of the resignation offer. Thereafter, the board will disclose its decision whether to accept the director’s resignation offer and the reasons for rejecting the offer, if applicable, in a Current Report on Form 8-K to be filed with the United States Securities and Exchange Commission (SEC) within four business days after the board’s determination. The board recommends that you vote "FOR" the election of each of the following nominees.

  5. Nominees for Election

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

  6. Nominees for Election

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

  7. Nominees for Election

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

  8. Nominees for Election

    | Paul R. Garcia Retired Chairman and CEO Global Payments Inc. Director since: 2020 Age: 73 Independent: Yes | Background •Retired Chairman and Chief Executive Officer of Global Payments Inc., a publicly traded, leading provider of credit card processing, check authorization, and other electronic payment processing services, from 2001 to 2014 •Former President and CEO of NaBanco, an electronic credit card processor Qualifications •As a pioneer in the financial services industry, he has extensive experience in the payments space, which is one of our major strategic areas of focus •Currently serves on the boards of Repay Holdings Corporation (Nasdaq: RPAY) and UnitedHealth Group (NYSE: UNH), and previously (2019 to 2022) served on the board of Truist Financial Corporation (NYSE: TFC) Committees: Audit and Finance; Compensation and Talent (Chair), Corporate Governance |

  9. Nominees for Election

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

  10. Nominees for Election

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

  11. Nominees for Election

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

  12. Nominees for Election

    | John L. Stauch President and CEO Pentair plc Director since: 2016 Age: 61 Independent: Yes | Background •Since 2018, President and Chief Executive Officer and a director of Pentair plc (NYSE: PNR), a leading water treatment company; served as Pentair's Executive Vice President and Chief Financial Officer from 2007-2018 •Chief Financial Officer of the Automation and Control Systems unit (2005-2007) of Honeywell International, Inc. •Served as Chief Financial Officer and Information Technology Director of PerkinElmer Optoelectronics and various executive, investor relations and managerial finance positions within Honeywell International, Inc. and its predecessor, AlliedSignal, Inc. (1994-2005) Qualifications •His role as President and CEO of Pentair plc, and his prior service as CFO of Pentair for 11 years, renders him a financial expert, and he has extensive direct experience with many aspects of public company strategy and operations Committees: Audit and Finance (Chair); Corporate Governance |

  13. Nominees for Election

    | Telisa L. Yancy Group President American Family Insurance Director since: 2021 Age: 59 Independent: Yes | Background •Group President of American Family Insurance, a property/casualty insurance group, since January 2023 •Previous positions at American Family include serving as President, Direct to Consumer from 2021 to 2023, Chief Operating Officer, Agency Business from 2019 to 2021, and Chief Marketing Officer from 2015 to 2019 •Held general management, sales, marketing, and operations leadership positions in a variety of industries Qualifications •Her background in understanding customers, products, and digital ecosystems enables her to provide guidance as we continue cross-selling products and services across our segments •Her operations leadership experience allows her to advise on customer service, operations, marketing, technology, and sales initiatives •Currently serves as a director of American Family Insurance and of the American Property and Casualty Insurance Association Committees: Audit and Finance; Compensation and Talent |

  14. Director Not Standing for Re-election

    Director Not Standing for Re-election

  15. Director Not Standing for Re-election

    | Cheryl E. Mayberry McKissack CEO Nia Enterprises LLC Director since: 2000 Independent Chair since: 2019 Age: 70 Independent: Yes | Background •Independent Chair of Deluxe since 2019 •Chief Executive Officer (2000-present) of Nia Enterprises LLC, a marketing, entrepreneurial business, and digital consulting firm, and President, Board Member, and co-owner of Black Opal Inc., a cosmetics and skin care firm •CEO of Ebony Media Operations LLC (May 2016-March 2017), a print and media company •COO of Johnson Publishing Company (JPC) and President of its affiliate, JPC Digital (2013-2016) Qualifications •Regarded as an expert on entrepreneurship and the art of selling; author of the book, The Entrepreneurial Sell, published in 2018 •Former Associate Adjunct Professor of Entrepreneurship at the Kellogg School of Business, Northwestern University, where she lectured for 10 years (2005-2015) •Her experience in launching the ebony.com website and as a successful entrepreneur and digital technology executive provides a unique perspective to the board •Her experience in SaaS marketing and new media solutions is a valuable complement to the skills she brings to the board particularly in our Data Solutions and Print segments Committees: Compensation and Talent; Corporate Governance |

  16. BOARD STRUCTURE AND GOVERNANCE

    BOARD STRUCTURE AND GOVERNANCE

  17. Corporate Governance at Deluxe

    Corporate Governance at Deluxe We seek to adopt and use corporate governance practices that we believe will be of value to our shareholders and will positively aid in the governance of our company. Below is a summary of our governance practices.

  18. Corporate Governance at Deluxe

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

  19. 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. Our peer group is listed on page 26, 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. The following table sets forth our 2025 fee structure for our directors, with the fees paid on a quarterly basis.

  20. 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 |

  21. 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 2025. 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 2025, but each non-employee director re-elected to the board at last year's annual meeting received a grant of RSUs on April 24, 2025, with a grant date fair value of $159,999, which vest on the date of our 2026 Annual Meeting of Shareholders, or April 23, 2026, 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 2025.

  22. NON-EMPLOYEE DIRECTOR COMPENSATION 2025

    NON-EMPLOYEE DIRECTOR COMPENSATION 2025

  23. NON-EMPLOYEE DIRECTOR COMPENSATION 2025

    | Name | Fees Earned or Paid in Cash1 ($) | Stock Awards2 ($) | Total ($) | | Angela L. Brown | 109,992 | 159,996 | 269,988 | | Michelle T. Collins | 52,500 | 119,992 | 172,492 | | William C. Cobb3 | 50,833 | — | 50,833 | | Hugh S. (Beau) Cummins III | 103,750 | 159,996 | 263,746 | | Paul R. Garcia | 136,667 | 159,996 | 296,663 | | Cheryl E. Mayberry McKissack | 215,000 | 159,996 | 374,996 | | Thomas J. Reddin | 125,000 | 159,996 | 284,996 | | Martyn R. Redgrave3 | 50,833 | — | 50,833 | | Morgan M. (Mac) Schuessler, Jr. | 103,750 | 159,996 | 263,746 | | John L. Stauch | 125,000 | 159,996 | 284,996 | | Telisa L. Yancy | 109,992 | 159,996 | 269,988 |

  24. NON-EMPLOYEE DIRECTOR COMPENSATION 2025

    (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 2025, Ms. Brown and Ms. Yancy each elected to receive their compensation in the form of stock. (2)Amounts in this column reflect the aggregate grant date fair value of stock awards granted during the fiscal year ended December 31, 2025, 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. Collins, received 10,349 RSUs on April 24, 2025, when the closing price of our common stock was $15.46. The RSUs vest on April 23, 2026, the date of our annual shareholder meeting. Ms. Collins was elected to the board on August 20, 2025, and received 6,279 RSUs when the closing price of our common stock was $19.11. Ms. Collins' 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, 2025. (3)Retired from the board on April 24, 2025.

  25. CEO Realizable Pay Versus Target Pay 2023–2025

    CEO Realizable Pay Versus Target Pay 2023–2025 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 2023, our executives successfully transformed our business. We have further rationalized the portfolio, driven continued operating leverage, making notable progress toward our earnings and cash flow acceleration objectives, and continued to invest in our technology and product development platforms, primarily in our growth businesses. Leadership has driven robust execution, 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 prior to 2025. The following assumptions and calculations were used for purposes of the charts above: •Cumulative target pay for 2023–2025 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 2023–2025 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, 2025. This calculation uses the $22.33 per share closing stock price as of December 31, 2025, and assumes that unvested PSUs are earned at target. •The market capitalization for Deluxe at the beginning of the three year period 2023–2025 was $0.9 billion.

  26. Compensation Philosophy

    Compensation Philosophy The Compensation and Talent 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 2025 incentive pay included both short- and long-term incentives, in the form of annual cash bonus incentives and RSUs and PSUs. This design was 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 2025 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 2025 AIP and our long-term equity incentive program is summarized in the table below.

  27. 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 | 40% enterprise comparable adjusted revenue and/or business unit revenue | | | | | 30% enterprise comparable adjusted EBITDA | | | | | 10% 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 TSR 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 target | | | | | 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 |

  28. President and CEO and Other NEO Target Compensation

    | Element | Key Features | | Base Salary | •Annual base salary of $950,000, unchanged since 2023 | | AIP | •Target annual incentive payout of 120% of base salary, unchanged since 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 since 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 |

  29. 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 drive stock performance for shareholders by rewarding stock performance on both an absolute basis and relative to peers •Target long-term incentive mix includes 50% time-based vesting RSUs and 50% PSUs | | Retirement Benefits | •Retirement benefits include participation in our broad-based 401(k) savings plan and an optional non-qualified deferred compensation plan •Directly rewards continued service and indirectly rewards individual performance |

  30. 2025 Outreach and Engagement

    | Pay quantum | Pay-for-performance | Proxy disclosure | | Board refreshment | Goal-setting process | Peer Group composition |

  31. 2025 Outreach and Engagement

    | Shareholder Engagement Topics | Company Actions and Responsiveness | | PSU Grant Design (shareholders 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 previously utilized •Growth targets are set at the beginning of the performance period (see page 32) •The performance metrics and associated weightings remained the same in 2025, based 50% on cumulative revenue and 50% on cumulative free cash flow, along with a relative TSR modifier | | AIP Goal Setting (shareholders requested analysis of year-over-year expectations built into targets, including describing in detail the reason for any adjustments) | •Our 2025 AIP comparable adjusted revenue, comparable adjusted EBITDA, and comparable adjusted EPS targets were set in relation to our Annual Operating Plan and were equal to or above the actual results achieved for fiscal year 2024 and as reported in our Annual Report on Form 10-K (see page 29) •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, which we continue to disclose | | Overlapping Use of Revenue Metric (shareholders 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 a 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 28 and 32) | | CEO Pay Quantum (shareholders requested more explanation of pay changes) | •Our CEO's 2025 target total direct compensation, including base salary, target bonus, and target long-term incentives, remained unchanged since 2023 and falls between the 25th and 50th percentiles of our peer group. Maintaining a well-constructed peer group is critical to ensuring meaningful comparisons within the sector in which we compete for executive talent. Accordingly, in 2025, the peer group was refined to better align with the median across key size metrics closely correlated with executive compensation, such as revenue and market capitalization, recognizing that some former peers have grown beyond our current scale. •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 (shareholders stated their preference for clearer and more concise disclosure, improving transparency) | •We continued 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 |

  32. 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 determined based on our revenue.

  33. 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 compiles a list of recommended peers annually for review based on an objective selection criteria as approved by the Committee, as follows:

  34. 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 positioning as 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 FW Cook and the Committee as a relevant business competitor |

  35. Our Company's Peer Group

    Following this process, for purposes of compensation decisions made in 2025, our Peer Group consisted of the following companies:

  36. Our Company's Peer Group

    | Peer Group for 2025 Pay Decisions | | | | | ACCO Brands | Cimpress | Fair Isaac | Pitney Bowes | | Brady Corp. | Conduent | Insperity | Quad Graphics | | Bread Financial | Dun & Bradstreet | Iron Mountain | WEX | | Broadridge Financial | Equifax | Jack Henry & Associates | | | CBIZ | Evertec | Mathews Intl. | |

  37. Our Company's Peer Group

    Compared to the 2024 Peer Group, two companies were removed (Paychex and Shopify), due to exceeding the scale selection criteria described above and in order to align us closer to the median in terms of several important size criteria that are closely related to executive pay levels, such as revenue and market capitalization. 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.

  38. 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.

  39. 2025 AIP Metrics and Rationale

    2025 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. Consistent with our pay for performance philosophy, the Committee approves metrics that executives directly influence to ensure a link between annual performance and actual incentive payments. The table below describes why the Committee chose each of the 2025 AIP metrics.

  40. 2025 AIP Metrics and Rationale

    | Metric | Formula Weighting | Rationale | | Comparable Adjusted Revenue | 40% | •The Committee believes this metric is relevant for both the AIP and long-term incentive plan as the secular decline in Print revenue, 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 •Increased the weighting of this metric from 2024 to further emphasize the importance of revenue growth, particularly in our growing Payments and Data businesses | | 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 | 10% | •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' and shareholder interests, motivating decisions that enhance profitability and drive shareholder value •Decreased the weighting of this metric from 2024 to further emphasize the importance of revenue, as discussed above | | Strategic Initiatives | 20% (weighted between 10% enterprise and 10% segment) | •The Committee believes strategic initiatives ensure that executives are also focused on achieving important objectives that contribute to overall business success •The Committee considered the following well-defined quantitative metrics with goals and targets for each initiative: oEnterprise - completion of the North Star EBITDA implementation oB2B Payments - enablement of accelerated growth trajectory oMerchant Services - enablement of continued portfolio growth oData Solutions - continued sustainability and acceleration of growth trajectory oPrint - maintain Check revenue and profitability and improve Promotional Solutions revenue performance ▪For a description of how each of these initiatives are measured see page 30 •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 |

  41. 2025 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 of these measures to the most directly comparable GAAP financial measure

  42. 2025 AIP Targets and Ranges

    2025 AIP Targets and Ranges Financial Targets In setting 2025 AIP financial targets, the Committee considered our Annual Operating Plan (AOP), our prior year results, and whether any additional adjustments were appropriate. Our pay for performance alignment is illustrated by the 113.1% payout to our Enterprise NEOs, and a 104.0% payout to Ms. Engelhardt (Print). Although Mr. Capers, Jr. is currently serving as Senior VP, President, B2B Payments, he was Senior VP, Chief of Operations for ten months of 2025. Accordingly, Mr. Capers, Jr.'s AIP for 2025 is tied to our Enterprise plan. The Committee used the process and considerations for setting the 2025 AIP financial targets described in the table below for setting the 2025 AIP financial targets:

  43. 2025 AIP Targets and Ranges

    | Process and Considerations in Setting 2025 AIP Financial Targets | | | | Primary inputs for targets set in first quarter of 2025 | 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 business | | | Divestitures of Businesses | •The Committee considers business acquisitions and divestitures in setting AIP targets to maintain the integrity and fairness of the AIP; no adjustments for acquisitions or divestitures were made in 2025 | | | Setting of targets | •Targets require growth in the ongoing business (i.e., the respective target must exceed the prior year actuals after adjustment for divestitures) |

  44. 2025 AIP Targets and Ranges

    The table below shows each of the 2025 AIP financial targets for the NEOs, along with the corresponding 2024 reported financial measure. Targets required growth over the 2024 reported performance, with the exception of the Print segment, where we anticipated continued secular decline. Because we seek to reward NEOs for results related to our ongoing business, the final column indicates the percentage growth required over 2024 comparable adjusted results, or, in the case of the Print business, the better than planned secular decline. Importantly, and as discussed above, the Committee ensured the 2025 Enterprise targets for each metric, at a minimum, matched the prior year reported measure.

  45. 2025 AIP Targets and Ranges

    | Financial Metric | 2024 Reported1 | 2024 Comparable Adjusted2 | 2025 Target | 2025 Growth Required at Target Performance | | Enterprise Revenue (in thousands) | $2,121,761 | $2,110,999 | $2,140,000 | 1.4% | | Print Revenue (in thousands) | $1,205,077 | $1,205,077 | $1,167,000 | -3.2% | | Enterprise Adjusted EBITDA (in thousands) | $412,075 | $406,453 | $430,000 | 5.8% | | Enterprise Adjusted EPS | $3.29 | $3.26 | $3.49 | 7.1% |

  46. 2025 AIP Targets and Ranges

    (1)See our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. (2)In 2024, the divestiture of our Canadian payroll business resulted in the following approximate impacts: $11 million revenue impact, $6 million EBITDA impact, and $0.03 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. 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 requirement for that metric is 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 2025 AIP threshold and maximum performance requirements relative to the financial targets and the corresponding payout percentages.

  47. 2025 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% |

  48. 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 2025 target incentive percentages are displayed in the following table for each of the NEOs and are unchanged from 2024.

  49. 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% | | Garry L. Capers, Jr. | 75% |

  50. 2025 AIP Results

    2025 AIP Results Based on our fiscal 2025 results, the outcomes and corresponding payouts for the 2025 AIP financial metrics are shown in the following table, relative to the targets and ranges:

  51. 2025 AIP Results

    | Metric | Metric Weighting | Threshold | Target | Maximum | | Enterprise Comparable Adjusted Revenue (in thousands) | 40% for Enterprise NEOs | $1,980,000 | $2,140,000 | $2,354,000 | | Print Revenue (in thousands) | 40% for Print NEO | $1,079,000 | $1,167,000 | $1,280,000 | | Enterprise Comparable Adjusted EBITDA (in thousands) | 30% | $395,600 | $430,000 | $473,000 | | Enterprise Comparable Adjusted EPS | 10% | $3.04 | $3.49 | $4.01 |

  52. 2025 AIP Results

    We performed well across all metrics: •Enterprise comparable adjusted revenue result was $2,133M against a target of $2,140M; performance resulted in a formulaic payout of 97.9% of target. •Print revenue result was $1,137M against a target of $1,167M; performance resulted in a formulaic payout of 82.7% of target. •Enterprise comparable adjusted EBITDA result was $431.5M against a target of $430.0M; performance resulted in a formulaic payout of 100.4% of target. •Enterprise comparable adjusted EPS result was $3.61 against a target of $3.49; performance resulted in a formulaic payout of 120.9% of target. 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, which resulted in a formulaic payout of: •For the Enterprise strategic initiatives, the blended result is weighted 50% towards the enterprise North Star initiative and 50% towards the blended average of all the business unit strategic initiative results. The resulting blended average result was 158.5%. •For Ms. Engelhardt and the Print business unit, the blended result is weighted 50% towards the enterprise North Star initiative and 50% towards the blended average of the Print business unit strategic initiative results. The resulting blended average result was 143.3%. Final Enterprise and Segment AIP results are shown in the following table:

  53. 2025 AIP Results

    | | Enterprise Adjusted Revenue (40%) | Segment Adjusted Revenue (40%) | Enterprise Adjusted EBITDA (30%) | Adjusted EPS (10%) | Blended Strategic Initiatives (20%) | Blended Calculated Payout | | Enterprise NEOs | 97.9% | N/A | 100.4% | 120.9% | 158.5% | 113.1% | | Print (Ms. Engelhardt) | N/A | 82.7% | 100.4% | 120.9% | 143.3% | 104.0% |

  54. 2025 AIP Results

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

  55. 2025 AIP Results

    | Name | 2025 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 | 113.1% | $1,289,340 | | William C. Zint | 600,000 | 75% | 450,000 | 113.1% | $508,950 | | Tracey G. Engelhardt | 620,000 | 75% | 465,000 | 104.0% | $483,600 | | Yogaraj Jeyaprakasam | 597,500 | 75% | 448,125 | 113.1% | $506,829 | | Garry L. Capers, Jr. | 590,000 | 75% | 442,500 | 113.1% | $500,468 |

  56. 2025 AIP Results

    The amounts earned by all NEOs under the AIP for 2025 are included in the "Non-Equity Incentive Plan Compensation" column of the SCT appearing later in this Proxy Statement.

  57. 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 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.

  58. 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 2025, consisting of a mix of PSUs and RSUs:

  59. 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 of 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, which is critical for short- and long-term success •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 Merchant Solutions, B2B Payments and Data Solutions 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 •Serves as a retention tool, encouraging the NEOs to remain with the company through the vesting period |

  60. 2025 PSU Metrics and Terms

    2025 PSU Metrics and Terms For PSUs granted in 2025, the three-year performance targets for revenue and free cash flow are based on three-year cumulative revenue and cumulative free cash flow 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. We will disclose the specific performance targets for these PSUs in 2028, after the end of the performance period, as we consider them to be strategically and commercially sensitive. 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:

  61. 2025 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% |

  62. 2025 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 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:

  63. 2025 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%) |

  64. 2025 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 regulatory changes. Historically, if targets are attained, 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.

  65. 2025 RSU Terms

    2025 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.

  66. 2025 Awards

    2025 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 2025, which are disclosed in the "Grants of Plan-Based Awards" table on page 40. 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.

  67. 2025 Awards

    | Name | Target Grant Value ($) | Target PSUs Granted (#) | Target RSUs Granted (#) | | Barry C. McCarthy | 5,500,000 | 153,976 | 153,975 | | William C. Zint | 1,200,000 | 33,594 | 33,595 | | Tracey G. Engelhardt | 1,425,000 | 39,894 | 39,894 | | Yogaraj Jeyaprakasam | 1,100,000 | 30,796 | 30,795 | | Garry L. Capers, Jr. | 850,000 | 23,796 | 23,796 |

  68. 2023–2025 PSU Award Payouts

    2023–2025 PSU Award Payouts Our 2023 PSU award goals were set in the first quarter of fiscal year 2023 and included equally weighted performance targets. Half of the PSUs targeted a three-year cumulative revenue value. The target revenue for each of the years was calculated using a 2% year-over-year fixed growth rate applied to the prior year actual revenue. The other half were based on a three-year cumulative free cash flow goal. The target cumulative free cash flow for each of the years was calculated using a 22% year-over-year fixed growth rate applied to the prior year actual free cash flow. Additionally, both the cumulative revenue and the cumulative free cash flow payouts are subject to a three-year relative TSR modifier measured against our three-year 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. At the end of the three year cycle, performance and payouts were evaluated as described in the following tables, the scale is detailed in above table titled Performance as % of Target on page 33:

  69. 2023–2025 PSU Award Payouts

    | LTIP Revenue Calculation 2023-2025 | | | | | | Year | Baseline (Prior Year Actual) ($) | Fixed Growth Rate (%) | Target ($) | Actual ($) | | 2022 Baseline | | | | $2,238 | | 2023 (in millions) | $2,238 | 2% | $2,283 | $2,192 | | 2024 (in millions) | $2,192 | 2% | $2,236 | $2,111 | | 2025 (in millions) | $2,111 | 2% | $2,153 | $2,133 | | | Adjustments for M&A1 | | | $1102 | | | 3-year Cumulative Totals | | $6,672 | $6,546 | | | Percent Revenue Attainment | | | 98.1% |

  70. 2023–2025 PSU Award Payouts

    (1)As previously disclosed, divestitures of our webhosting, logo, and payroll businesses occurred throughout this multi-year period. The $110M represents the total amount of revenue divested after the baseline was set. See our quarterly and annual SEC filings for further details on those divestitures. (2)These impacts were reported as Exits in our revenue disclosures for 2022.

  71. 2023–2025 PSU Award Payouts

    | LTIP Free Cash Flow Calculation 2023-2025 | | | | | | Year | Baseline (Prior Year Actual) ($) | Fixed Growth Rate (%) | Target ($) | Actual ($) | | 2022 Baseline | | | | $87 | | 2023 (in millions) | $87 | 22% | $106 | $98 | | 2024 (in millions) | $98 | 22% | $119 | $100 | | 2025 (in millions) | $100 | 22% | $122 | $175 | | | Adjustments for M&A1 | | | $15 | | | 3-year Cumulative Totals | | $347 | $388 | | | Percent Free Cash Flow Attainment | | | 111.9% |

  72. 2023–2025 PSU Award Payouts

    (1)As previously disclosed, divestitures of our webhosting, logo, and payroll businesses occurred throughout this multi-year period. Adjusted EBITDA from business exits totaled $30M in 2022, $26M in 2023, $6M in 2024, and $0 in 2025. A conservative estimate of 25% of the adjusted EBITDA from business exits was applied to approximate the annual impacts to Free Cash Flow from these divestitures. As a result, the $15M M&A adjustment is the sum of each year’s business exit adjusted EBITDA applied against this 25% factor. See our quarterly and annual SEC filings for further details on those divestitures. After the conclusion of 2025, the blended performance payout for the 2023-2025 PSU awards was determined to be 145.3%. The payout for the cumulative revenue was 90.6% The payout for the cumulative free cash flow was 200%. The relative TSR was 11.8% with a 72.7% percentile rank. The relative TSR modifier payout was 0% 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.

  73. 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 2025: 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 regarding 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.

  74. 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.

  75. 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.

  76. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  77. 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 | 2025 | 950,000 | — | 5,227,467 | — | 1,289,340 | — | 70,516 | 7,537,323 | | | 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 | | William C. Zint Senior Vice President, Chief Financial Officer | 2025 | 600,000 | — | 1,140,534 | — | 508,950 | — | 9,000 | 2,258,484 | | | 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 | | Tracey G. Engelhardt Senior Vice President, President, Print | 2025 | 620,000 | — | 1,354,401 | — | 483,600 | 5,770 | 10,340 | 2,474,111 | | | 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 | 2025 | 597,500 | — | 1,045,506 | — | 506,829 | 13,878 | 8,165 | 2,171,878 | | | 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 | | Garry L. Capers, Jr. Senior Vice President, President, B2B Payments | 2025 | 590,000 | — | 807,874 | — | 500,468 | — | 8,967 | 1,907,309 |

  78. 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, 2025, 2024 and 2023, except for Mr. Capers, Jr. for whom we are only reporting 2025. Assumptions used in the calculation of these amounts are included in Note 10 to our Consolidated Financial Statements filed as part of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. 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. The value of the PSUs included in this column for 2025 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:

  79. SUMMARY COMPENSATION TABLE

    | Name | Threshold ($) | Target ($) | Maximum ($) | | Barry C. McCarthy | 1,238,737 | 2,477,474 | 4,954,948 | | William C. Zint | 270,280 | 540,527 | 1,081,055 | | Tracey G. Engelhardt | 320,963 | 641,894 | 1,283,789 | | Yogaraj Jeyaprakasam | 247,754 | 495,508 | 991,015 | | Garry L. Capers, Jr. | 191,439 | 382,878 | 765,755 |

  80. SUMMARY COMPENSATION TABLE

    For more information regarding the 2025 grants of RSUs and PSUs, see 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 2025 include varied 401(k) contributions. For Mr. McCarthy and Mr. Jeyaprakasam, the amount also includes a $200 HSA contribution for each. Mr. McCarthy's total also includes $55,323 for residential and onsite security and $5,000 for personal-event security services.

  81. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  82. 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 | | | | | | | | | | | 2/19/2025 | RSU | | | | | | | 153,975 | 2,749,994 | | 2/19/2025 | CFCF PSU | | | | 38,494 | 76,988 | 153,976 | | 1,238,737 | | 2/19/2025 | CR PSU | | | | 38,494 | 76,988 | 153,976 | | 1,238,737 | | | AIP Cash | 570,000 | 1,140,000 | 2,280,000 | | | | | | | William C. Zint | | | | | | | | | | | 2/19/2025 | RSU | | | | | | | 33,595 | 600,007 | | 2/19/2025 | CFCF PSU | | | | 8,399 | 16,797 | 33,594 | | 270,264 | | 2/19/2025 | CR PSU | | | | 8,399 | 16,797 | 33,594 | | 270,264 | | | AIP Cash | 225,000 | 450,000 | 900,000 | | | | | | | Tracey G. Engelhardt | | | | | | | | | | | 2/19/2025 | RSU | | | | | | | 39,894 | 712,507 | | 2/19/2025 | CFCF PSU | | | | 9,974 | 19,947 | 39,894 | | 320,947 | | 2/19/2025 | CR PSU | | | | 9,974 | 19,947 | 39,894 | | 320,947 | | | AIP Cash | 232,500 | 465,000 | 930,000 | | | | | | | Yogaraj Jeyaprakasam | | | | | | | | | | | 2/19/2025 | RSU | | | | | | | 30,795 | 549,999 | | 2/19/2025 | CFCF PSU | | | | 7,699 | 15,398 | 30,796 | | 247,754 | | 2/19/2025 | CR PSU | | | | 7,699 | 15,398 | 30,796 | | 247,754 | | | AIP Cash | 224,063 | 448,125 | 896,250 | | | | | | | Garry L. Capers, Jr. | | | | | | | | | | | 2/19/2025 | RSU | | | | | | | 23,796 | 424,997 | | 2/19/2025 | CFCF PSU | | | | 5,949 | 11,898 | 23,796 | | 191,439 | | 2/19/2025 | CR PSU | | | | 5,949 | 11,898 | 23,796 | | 191,439 | | | AIP Cash | 221,250 | 442,500 | 885,000 | | | | | |

  83. GRANTS OF PLAN-BASED AWARDS

    (1)Reflects the estimated range of potential payouts under the AIP for 2025. 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, 2025 through December 31, 2027. 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 $17.86. For all PSU awards, the values are based upon a Monte Carlo simulation value of $16.09 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.

  84. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  85. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Option Awards | | | | | | | Name | Grant Date1 | Number of Securities Underlying Unexercised Options (# Exercisable) | Number of Securities Underlying Unexercised Options2 (# Unexercisable) | Option Exercise Price ($) | Option Expiration Date | | Barry C. McCarthy | 4/1/2019 | 128,205 | — | 44.69 | 4/1/2029 | | | 2/19/2020 | 200,382 | — | 39.11 | 2/19/2030 | | | 3/1/2021 | 104,167 | — | 41.27 | 3/1/2031 | | William C. Zint | 3/1/2021 | 3,906 | — | 41.27 | 3/1/2031 | | Tracey G. Engelhardt | 4/1/2019 | 10,684 | — | 44.69 | 4/1/2029 | | | 2/18/2020 | 20,772 | — | 39.62 | 2/18/2030 | | | 3/1/2021 | 13,021 | — | 41.27 | 3/1/2031 | | Yogaraj Jeyaprakasam | — | — | — | — | — | | Garry L. Capers, Jr. | 9/30/2019 | 3,567 | — | 49.16 | 9/30/2029 | | | 2/18/2020 | 20,772 | — | 39.62 | 2/18/2030 | | | 3/1/2021 | 13,021 | — | 41.27 | 3/1/2031 |

  86. 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. (2)All unexercisable options vest ratably over a four-year period following the grant date.

  87. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Stock Awards | | | | | | | Name | RSU Grant Date/ PSU Period1 | Number of Shares or Units Held, Not Vested (#) | Market Value of Shares or Units, Not Vested2 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights, Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights, Not Vested2 ($) | | Barry C. McCarthy | 2/16/20223 | 17,345 | 387,314 | | | | | 2/15/20234 | 46,889 | 1,047,031 | | | | | 2/14/20244 | 91,897 | 2,052,060 | | | | | 2/19/20254 | 153,975 | 3,438,262 | | | | | 1/1/2023 - 12/31/20255 | | | 32,370 | 877,874 | | | 1/1/2023 - 12/31/20255 | | | 71,259 | 1,932,544 | | | 1/1/2024 - 12/31/20266 | | | 34,461 | 769,514 | | | 1/1/2024 - 12/31/20267 | | | 34,461 | 769,514 | | | 1/1/2025 - 12/31/20278 | | | 38,494 | 859,571 | | | 1/1/2025 - 12/31/20279 | | | 38,494 | 859,571 | | William C. Zint | 2/16/20223 | 1,156 | 25,813 | | | | | 2/15/20234 | 7,247 | 161,826 | | | | | 2/14/20244 | 19,215 | 429,071 | | | | | 2/19/20254 | 33,595 | 750,176 | | | | | 1/1/2023 - 12/31/20255 | | | 5,461 | 148,102 | | | 1/1/2023 - 12/31/20255 | | | 11,803 | 320,097 | | | 1/1/2024 - 12/31/20266 | | | 7,206 | 160,899 | | | 1/1/2024 - 12/31/20267 | | | 7,206 | 160,899 | | | 1/1/2025 - 12/31/20278 | | | 8,399 | 187,539 | | | 1/1/2025 - 12/31/20279 | | | 8,399 | 187,539 | | Tracey G. Engelhardt | 2/16/20223 | 3,083 | 68,843 | | | | | 2/15/20234 | 10,231 | 228,458 | | | | | 2/14/20244 | 20,050 | 447,717 | | | | | 2/19/20254 | 39,894 | 890,833 | | | | | 1/1/2023 - 12/31/20255 | | | 8,098 | 219,618 | | | 1/1/2023 - 12/31/20255 | | | 17,627 | 478,044 | | | 1/1/2024 - 12/31/20266 | | | 7,519 | 167,888 | | | 1/1/2024 - 12/31/20267 | | | 7,519 | 167,899 | | | 1/1/2025 - 12/31/20278 | | | 9,974 | 222,708 | | | 1/1/2025 - 12/31/20279 | | | 9,974 | 222,708 |

  88. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | RSU Grant Date/ PSU Period1 | Number of Shares or Units Held, Not Vested (#) | Market Value of Shares or Units, Not Vested2 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights, Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights, Not Vested2 ($) | | Yogaraj Jeyaprakasam | 2/16/20223 | 4,163 | 92,960 | | | | | 2/15/20234 | 7,673 | 171,338 | | | | | 2/14/20244 | 15,038 | 335,799 | | | | | 2/19/20254 | 30,795 | 687,652 | | | | | 1/1/2023 - 12/31/20255 | | | 6,199 | 168,117 | | | 1/1/2023 - 12/31/20255 | | | 13,435 | 364,357 | | | 1/1/2024 - 12/31/20266 | | | 5,639 | 125,919 | | | 1/1/2024 - 12/31/20267 | | | 5,639 | 125,919 | | | 1/1/2025 - 12/31/20278 | | | 7,699 | 171,919 | | | 1/1/2025 - 12/31/20279 | | | 7,699 | 171,919 | | Garry L. Capers, Jr. | 2/16/20223 | 3,083 | 68,843 | | | | | 2/15/20234 | 6,820 | 152,291 | | | | | 2/14/20244 | 13,367 | 298,485 | | | | | 2/19/20254 | 23,796 | 531,365 | | | | | 1/1/2023 - 12/31/20255 | | | 5,140 | 139,397 | | | 1/1/2023 - 12/31/20255 | | | 11,093 | 300,842 | | | 1/1/2024 - 12/31/20266 | | | 5,013 | 111,929 | | | 1/1/2024 - 12/31/20267 | | | 5,013 | 111,929 | | | 1/1/2025 - 12/31/20278 | | | 5,949 | 132,841 | | | 1/1/2025 - 12/31/20279 | | | 5,949 | 132,841 |

  89. 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 RSUs and PSUs. (2)Based on the $22.33 per share closing price of our common stock on December 31, 2025. (3)RSUs vest ratably over four years. (4)RSUs vest ratably over three years. (5)The PSUs granted for the 2023-2025 performance period exceeded their payout thresholds. The cumulative revenue threshold was 50% and paid out at 90.6%. The cumulative free cash flow threshold was 50% and paid out at 200%. 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. (6)PSUs with cumulative free cash flow metrics are shown assuming achievement of the threshold goal of 50% based upon a fixed growth rate resetting plan. A more detailed discussion can be found in the "Long-Term Equity Incentive Compensation" section in the CD&A. (7)PSUs with cumulative revenue metrics are shown assuming achievement of the threshold goal of 50% based upon a fixed growth rate resetting plan. 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 of 50% based upon a three-year cumulative plan. A more detailed discussion can be found in the "Long-Term Equity Incentive Compensation" section in the CD&A. (9)PSUs with cumulative free cash flow metrics are shown assuming achievement of the threshold of 50% based upon a three-year cumulative plan. A more detailed discussion can be found in the "Long-Term Equity Incentive Compensation" section in the CD&A.

  90. 2025 STOCK VESTED

    2025 STOCK VESTED

  91. 2025 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 | 116,239 | 2,171,014 | 57,343 | 1,342,973 | | William C. Zint | 18,645 | 348,413 | — | — | | Tracey G. Engelhardt | 24,096 | 451,127 | 10,194 | 238,743 | | Yogaraj Jeyaprakasam | 19,354 | 352,674 | 13,765 | 322,376 | | Garry L. Capers, Jr. | 17,344 | 324,348 | 10,194 | 238,743 |

  92. 2025 STOCK VESTED

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

  93. 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 2025:

  94. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    NON-QUALIFIED DEFERRED COMPENSATION TABLE

  95. 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 | — | 8,189 | — | 51,907 | | Yogaraj Jeyaprakasam | 121,834 | 52,303 | — | 415,474 | | Garry L. Capers, Jr. | — | — | — | — |

  96. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    (1)Amounts represent earnings on contributions and deferrals made in 2025 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, 2025, are as follows:

  97. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | Fund | Asset Category | Ticker | Rate of Return (%) | | Vanguard Federal Money Market Investor | Money Market-Taxable | VMFXX | 4.21 | | Vanguard VIF Total Bond Market Index | Intermediate Core Bond | N/A | 6.52 | | Vanguard Large-Cap Index Fund Admiral Shares | Large Blend | VLCAX | 18.10 | | Vanguard Growth Index Admiral | Large Growth | VIGAX | 19.49 | | Vanguard Small Cap Index Admiral | Small Blend | VSMAX | 9.44 | | Vanguard Developed Markets Index Admiral | Foreign Large Blend | VTMGX | 35.80 | | Vanguard VIF Equity Index | Large Cap Blend | VVAEQIV | 18.27 | | Vanguard Emerging Markets Stock Index Admiral | Diversified Emerging Markets | VEMAX | 24.72 |

  98. 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, 2025, the annual total compensation for Mr. McCarthy was $7,537,323, as shown in the SCT, plus $26,503 for the cost of his employer-sponsored health and welfare benefits. The annual total compensation for our median employee was $75,650 calculated in accordance with SEC rules. For 2025, the annual total compensation of Mr. McCarthy was 99.98 times that of our median employee. As of the measurement date, December 1, 2025, we had a total of 4,600 employees. For purposes of identifying our median employee, we used our United States and Canadian employee population of 4,587 total employees, of which 4,404 were employed in the U.S. and 183 were employed in Canada. We excluded 13 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 December 1, 2025, 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 December 1, 2025.

  99. 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.

  100. 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 ($) | | | | 2025 | 7,537,323 | 10,608,668 | 2,207,911 | 2,800,999 | 99.9 | 97.0 | 82.2 | 431.5 | | 2024 | 7,125,058 | 8,216,822 | 1,929,782 | 2,162,974 | 94.7 | 109.9 | 52.9 | 412.1 | | 2023 | 7,536,719 | 8,979,508 | 1,992,744 | 2,238,170 | 85.1 | 94.1 | 26.2 | 417.1 | | 2022 | 10,375,485 | 3,607,005 | 2,220,306 | 852,747 | 63.0 | 78.2 | 65.5 | 418.1 | | 2021 | 7,822,945 | 8,028,794 | 2,050,605 | 1,802,766 | 113.4 | 108.9 | 62.8 | 407.8 |

  101. 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:

  102. 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) ($) | CAP ($) | | 2025 | 7,537,323 | (5,227,467) | 8,298,812 | 10,608,668 | | 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 |

  103. 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:

  104. 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 ($) | | 2025 | 7,035,142 | 1,457,285 | — | (452,804) | — | 259,189 | 8,298,812 | | 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 |

  105. 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: 2025—William C. Zint, Tracey G. Engelhardt, Yogaraj Jeyaprakasam and Garry L. Capers, Jr.; 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. 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:

  106. 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) ($) | CAP ($) | | 2025 | 2,207,911 | (1,087,079) | 1,680,167 | 2,800,999 | | 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 |

  107. 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:

  108. 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 ($) | | 2025 | 1,462,994 | 250,605 | — | (75,682) | — | 42,250 | 1,680,167 | | 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 |

  109. 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.