Jeffrey L. Cotter
Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary at 
DELUXE
DELUXEExecutive
About Jeffrey L. Cotter
Jeffrey L. Cotter serves as Senior Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary at Deluxe Corporation. He joined Deluxe in June 2018 as General Counsel and was named Chief Administrative Officer in January 2019; his tenure in the NEO role was approximately 7 years at year-end 2024, and his age was disclosed as 55 in the FY 2022 10-K . Under the board’s “North Star” program in 2024, Deluxe delivered net income of $52.9 million, adjusted EBITDA of $406.5 million (19.3% margin), cash from operations of $194.3 million, and reduced total debt by $89.8 million, with comparable adjusted EPS of $3.26; Cotter also co-led enterprise risk management as Chief Administrative Officer . Pay-for-performance signals include a 70.6% annual incentive payout for NEOs in 2024 and PSU realizations of 82.6% for the 2022–2024 cycle, with relative TSR at the 44th percentile for that period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deluxe Corporation | Senior VP, General Counsel; later Chief Administrative Officer and Corporate Secretary | 2018–present | Executive legal leadership; CAO role includes ERM oversight; corporate secretary responsibilities |
| Tennant Company | Senior VP, General Counsel | 2017–2018 | Led legal function for a public industrial company |
| G&K Services, Inc. | Vice President, General Counsel | 2008–2017 | Guided legal/compliance through operations and transactions at a branded uniform/facility services provider |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external board roles disclosed in filings |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Approved Base Salary ($) | 550,000 | 565,000 |
| Target Annual Incentive (% of Base) | 75% | 75% |
| Actual AIP Payout ($) | — | 297,182 |
| Stock Awards – Grant Date Fair Value ($) | — | 916,905 |
| All Other Compensation ($) | — | 12,755 |
Grants detail (2024):
- RSUs granted: 23,810 units; grant date 2/14/2024; RSU fair value $475,010 .
- PSUs granted (target): 23,809 units total (11,904 CFCF PSUs + 11,905 CR PSUs); PSU fair values $220,938 and $220,957 respectively .
Performance Compensation
2024 Annual Incentive Plan (AIP) Design and Outcomes
| Metric | Weight | 2024 Target | 2024 Actual | Payout (% of target) |
|---|---|---|---|---|
| Enterprise Comparable Adjusted Revenue | 30% | $2,192.3M | $2,111M | 79% |
| Enterprise Comparable Adjusted EBITDA | 30% | $420.0M | $406.5M | 80% |
| Enterprise Comparable Adjusted Diluted EPS | 20% | $3.40 | $3.26 | 84% |
| Strategic Initiatives (blended for enterprise NEOs) | 20% | Various program targets (North Star, segment activations) | Achieved blended 77% | 77% |
- Committee discretion: Downward adjustment resulted in a uniform 70.6% AIP payout for NEOs .
- Cotter’s actual AIP payout: $297,182 .
Long-Term Incentives (2024 grants)
- RSUs: Three-year ratable vesting; dividend equivalents accrue and pay upon vesting .
- PSUs: 3-year performance period (2024–2026); 50% cumulative revenue, 50% cumulative free cash flow; thresholds at 90%/80% of targets respectively; payouts 0–200% subject to ±25% relative TSR modifier (Russell 3000 comparison within specified GICS industries) .
- 2022–2024 PSU cycle payout: 82.6% blended; revenue component adjusted to $2,255M vs $2,304M target paid at 79.5%; relative TSR payout at 85.8% (44th percentile) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of Feb 24, 2025) | 195,617 shares; includes 100,725 options exercisable within 60 days and 54,291 RSUs; <1% of class |
| Stock Ownership Guidelines | 2.5× annual base salary for NEOs; 5-year compliance window; options excluded; RSUs counted at 60% pre-vesting; all NEOs in compliance |
| Share Retention/Holding | 100% of net shares retained until guideline met |
| Hedging/Pledging | Prohibited for executive officers and directors |
| 2024 Stock Vested | RSUs: 11,366 shares ($232,290); PSUs: 6,285 shares ($125,763) |
Outstanding awards (selected):
| Award Type | Grant/Period | Unvested/Unearned Units | Notes |
|---|---|---|---|
| RSUs | 3/01/2021 | 1,136 | Four-year ratable vesting for 2021 grant |
| RSUs | 2/16/2022 | 5,781 | Three-year ratable vesting |
| RSUs | 2/15/2023 | 12,788 | Three-year ratable vesting |
| RSUs | 2/14/2024 | 23,810 | Three-year ratable vesting |
| PSUs (Cumulative FCF) | 2024–2026 | 5,952 (shown at threshold) | Performance vesting; payout at end of period based on actuals |
| PSUs (Cumulative Revenue) | 2024–2026 | 5,953 (shown at threshold) | Performance vesting; payout at end of period based on actuals |
| Options | Multiple 2018–2021 grants | 10,196 (2018, $68.62, exp 6/11/2025); 32,051 (2019, $44.69, exp 4/1/2029); 38,947 (2020, $39.62, exp 2/18/2030); 14,648/4,883 (2021, $41.27, exp 3/1/2031) | Unexercisable portions vest ratably over 4 years |
Employment Terms
- Severance (without Cause / Good Reason): 12 months salary; $25,000 outplacement; $20,000 lump-sum transition; pro-rata vesting for options/RSUs/PSUs post 1-year cliff, with Committee discretion to fully accelerate RSUs if “rule of 75” met .
- Change in Control (double trigger): 18 months salary; $25,000 outplacement; $20,000 transition; equity awards accelerate if not assumed; if assumed and terminated within 12 months post-CIC (or resign for Good Reason per award terms), RSUs/options fully vest and PSUs vest pro-rata with payout on actual performance at cycle end (subject to plan provisions) .
- Clawback: Dodd-Frank compliant incentive compensation recovery policy adopted Aug 15, 2023; recoupment of excess incentive comp over the prior 3 fiscal years after accounting restatement regardless of fault; discretionary recoupment for detrimental conduct; parallel recoupment under Stock Plan for misconduct-related restatements within 12 months .
- Hypothetical payout values at 12/31/2024:
- Without Cause: Total $1,282,202 (Cash severance $565,000; Other cash $45,000; RSUs acceleration $204,039; PSUs acceleration $468,163) .
- Change in Control: Total $2,846,671 (Cash severance $847,500; Other cash $45,000; RSUs acceleration $983,004; PSUs acceleration $971,167) .
Compensation Structure Analysis
- Mix and at-risk pay: Over 70% of executive pay at risk (87.5% for CEO); NEO long-term incentives 50% RSUs / 50% PSUs; AIP weighted 30% revenue, 30% EBITDA, 20% EPS, 20% strategic initiatives, aligning pay with growth, profitability, and strategic execution .
- Metric design: In 2025, PSUs returned to traditional cumulative three-year goals after investor feedback; 2024 AIP targets were re-evaluated mid-year to meet/exceed 2023 reported results for enterprise revenue, enhancing rigor and transparency .
- Governance safeguards: No option repricing; 1:1 share counting; minimum one-year vesting (limited exceptions); no evergreen; no single-trigger acceleration unless awards not assumed; hedging/pledging prohibited; robust ownership guidelines and retention requirements .
Say-on-Pay & Shareholder Feedback
- 2024: Board noted relatively low investor support for say-on-pay and conducted extensive outreach, leading to enhancements in disclosure, PSU design, and AIP target setting transparency; Item 2 on the 2025 agenda seeks approval of NEO compensation .
Equity Ownership & Reporting Controls
- Section 16(a) compliance: No delinquent reports disclosed for Cotter; insider trading policy bars hedging and pledging; pre-approval and blackout procedures apply .
Performance & Track Record
- Company performance in 2024: Comparable adjusted revenue $2.111B, comparable adjusted EBITDA $406.5M, comparable adjusted EPS $3.26; debt reduction of $89.8M; free cash flow $100.0M; program momentum towards cash flow and EBITDA goals under “North Star” .
- ERM leadership: Annual enterprise-wide risk assessment led by the ERM steering committee including the CFO and Chief Administrative Officer, with quarterly updates to the board .
Compensation Committee Analysis
- Committee composition: Independent directors; chaired by Paul R. Garcia; FW Cook engaged as independent consultant with no conflicts; peer group methodology targets market-relevant comparators across payments/data and print-related businesses .
Investment Implications
- Alignment: Strong alignment mechanisms—balanced AIP metrics, multi-year PSUs with TSR modifier, prohibitions on hedging/pledging, and ownership guidelines—reduce misalignment risk and signal disciplined governance .
- Retention risk: Equity-heavy LTI with three-year cliff for PSUs and multi-year RSU vesting, plus severance/CIC protections, provide retention incentives; notable scheduled vesting and option expirations should be monitored for potential liquidity events, though single-trigger acceleration is limited by plan design .
- Trading signals: 2024 vesting events (RSUs and PSUs) created potential supply, but hedging/pledging prohibitions and retention requirements mitigate near-term selling pressure; Form 4 monitoring would refine the view (not disclosed in proxy) .
- Execution oversight: Cotter’s CAO role in ERM and governance supports risk mitigation amid transformation; continued progress on North Star metrics and adjusted EBITDA/cash flow improvements underpin incentive payouts, indicating pay tracks performance outcomes .