Cheryl E. Mayberry McKissack
DELUXEAbout Cheryl E. Mayberry McKissack
Independent Chair of Deluxe Corporation since 2019; Director since 2000; Age 69. Background spans entrepreneurial leadership (CEO of Nia Enterprises LLC), digital/media executive roles (CEO of Ebony Media Operations; COO of Johnson Publishing Company and President of JPC Digital), and academic experience (Associate Adjunct Professor of Entrepreneurship at the Kellogg School of Business, Northwestern University, 2005–2015). Core credentials cited by DLX include entrepreneurship, sales, SaaS marketing, and new media solutions; independence affirmed under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deluxe Corporation | Independent Chair of the Board | 2019–present | Presides over executive sessions; sets agendas with CEO; leads independent oversight of risk and strategy |
| Deluxe Corporation | Director | 2000–present | Member, Compensation & Talent Committee; Member, Corporate Governance Committee |
| Ebony Media Operations LLC | Chief Executive Officer | May 2016–Mar 2017 | Led digital/media operations and launched ebony.com perspective cited |
| Johnson Publishing Company (JPC) | Chief Operating Officer; President, JPC Digital | 2013–2016 | Digital transformation; SaaS marketing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nia Enterprises LLC | Chief Executive Officer | 2000–present | Marketing and digital consulting firm |
| Black Opal Inc. | President; Board Member; Co-owner | Not disclosed | Cosmetics and skin care firm |
| Kellogg School of Business, Northwestern University | Associate Adjunct Professor of Entrepreneurship | 2005–2015 | 10 years lecturing; author of “The Entrepreneurial Sell” (2018) |
Board Governance
- Independence and leadership: Independent Chair since 2019; eight of nine director nominees independent; separation of Chair and CEO maintained since 2005.
- Committee assignments: Compensation & Talent Committee; Corporate Governance Committee (non-chair).
- Board effectiveness and engagement: Six Board meetings in 2024; each director attended ≥75% of Board/committee meetings; all directors attended 2024 annual meeting. Regular executive sessions of independent directors.
- Shareholder outreach and responsiveness: Board led extensive engagement after low support on 2024 say‑on‑pay; reached out to holders of ~74% of shares; met holders of ~42%; implemented PSU and target-setting changes.
- Related‑party oversight: Audit & Finance Committee reviews/approves related‑party transactions >$120k; no related‑party transactions requiring disclosure since beginning of 2024.
Fixed Compensation
| Component | Amount | Terms/Notes |
|---|---|---|
| Board Retainer (cash) | $85,000 | Paid quarterly; eligible to elect stock in lieu of cash |
| Independent Chair Retainer (cash) | $110,000 | Paid in addition to Board retainer |
| Compensation & Talent Committee Member (non‑chair) | $10,000 | Paid quarterly |
| Corporate Governance Committee Member (non‑chair) | $10,000 | Paid quarterly |
| Site visit / director education fees | $1,500 each (max 5) | As approved, up to 5 per year |
| 2024 Fees Earned (Actual cash) | $215,000 | Reported in Non‑Employee Director Compensation table |
| 2024 Total Director Compensation | $374,999 | Cash $215,000 + Stock awards $159,999 |
- Policy: Majority of independent director compensation provided in equity; annual review against peer median; 2024 increased chair retainers for committees (not applicable to McKissack who is non‑chair on committees).
Performance Compensation
| Grant Type | Grant Date | Number of RSUs | Grant Date Fair Value | Vesting | Dividend Equivalents | Acceleration/Deferral Terms |
|---|---|---|---|---|---|---|
| Annual RSU (Director) | Apr 25, 2024 | 7,980 | $159,999 (at $20.05 close) | Vest at 2025 annual meeting (Apr 24, 2025) | Accrues; paid upon vest | Vests immediately upon change of control or termination due to death, disability, or retirement per guidelines; deferral elections available |
| Options (Director) | 2024 | None | — | — | — | Any director options (if granted) must be struck at FMV |
- Equity election flexibility: Directors may elect to receive cash fees in stock or defer into RSUs under the 2022 Stock Incentive Plan.
Other Directorships & Interlocks
| Company | Type | Current Public Company Boards | Interlock/Conflict Notes |
|---|---|---|---|
| Cheryl E. Mayberry McKissack | Director nominee data | 0 current public company boards | No interlocks disclosed; no related party transactions requiring disclosure in 2024. |
Expertise & Qualifications
- Entrepreneurship/sales expertise; author of “The Entrepreneurial Sell” (2018).
- Digital/SaaS marketing and new media leadership (ebony.com launch; JPC Digital).
- Board leadership: Independent Chair presiding over executive sessions, agenda setting; liaison to management.
- Sector relevance: Experience complements Deluxe’s Data Solutions and Print segments.
Equity Ownership
| Holder | Beneficial Ownership (shares) | RSUs Included | Percent of Class |
|---|---|---|---|
| Cheryl E. Mayberry McKissack | 69,098 | 7,980 | <1% |
- Director ownership guidelines: Minimum 5× annual Board retainer within 5 years; all non‑employee directors with ≥5 years of service are in compliance; others on track.
- Hedging/pledging prohibition: Directors may not hedge or pledge company securities.
Governance Assessment
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Strengths
- Independent Chair with long tenure and relevant digital/SaaS experience; robust committee engagement (Compensation & Talent; Corporate Governance).
- Active shareholder engagement led to concrete changes to incentive design and target transparency; rigorous independence standards; regular executive sessions.
- No related‑party transactions requiring disclosure; strong policies on hedging/pledging and clawbacks (executive incentive recovery policy updated Aug 15, 2023).
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Watch‑items / potential red flags for investor scrutiny
- 2024 say‑on‑pay received relatively low investor support, prompting engagement—Board responsiveness mitigates risk but signals heightened scrutiny of pay design.
- Long Board tenure can raise independence/performance refresh questions; however, Board added three payments/fintech directors in 2024–2025 (Brown, Cummins, Schuessler), balancing institutional knowledge with refresh.
- Section 16(a) delinquency reported for CTO due to automatic reinvestment—minor compliance miss (not related to McKissack) but worth monitoring governance controls.
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Compensation structure alignment
- Director pay mix includes material equity RSUs with vesting aligned to annual meeting; ability to elect stock in lieu of cash enhances alignment; strict ownership guidelines support “skin‑in‑the‑game.”
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Compensation Committee quality
- Entirely independent; chaired by Paul Garcia; uses independent consultant FW Cook; no interlocks or insider participation; FW Cook independence assessed with no conflicts.
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Summary: McKissack’s leadership as Independent Chair, committee service, and shareholder engagement posture are positives for board effectiveness and investor confidence. Key monitoring areas are continued improvement in pay transparency and outcomes following the 2024 say‑on‑pay signal.