Paul R. Garcia
DELUXEAbout Paul R. Garcia
Independent director of Deluxe since 2020; age 72. Former Chairman and CEO of Global Payments Inc. (2001–2014) and former President & CEO of NaBanco, bringing deep payments expertise central to Deluxe’s strategy. Current committee roles: Chair of the Compensation and Talent Committee and member of the Audit and Finance Committee; determined independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Payments Inc. | Chairman & CEO | 2001–2014 | Led a leading electronic payments provider; pioneer in financial services industry . |
| NaBanco | President & CEO | Not disclosed | Electronic credit card processor leadership; payments domain expertise . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Repay Holdings Corporation (Nasdaq: RPAY) | Director | Current | Board service in payments; enhances network in sector . |
| UnitedHealth Group (NYSE: UNH) | Director | Current | Board service in healthcare; cross-industry perspective . |
| Truist Financial Corporation (NYSE: TFC) | Director | 2019–2022 (prior) | Prior board role at major bank; relevant to Deluxe’s payments focus . |
Board Governance
- Committee assignments: Compensation & Talent (Chair); Audit & Finance (Member) .
- Independence: Board determined Garcia is independent; all standing committees comprised entirely of independent directors .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Compensation & Talent Committee is fully independent; no compensation committee interlocks or insider participation; FW Cook retained as independent consultant, with no other fees paid in 2024 .
- Audit & Finance responsibilities include related-party transaction reviews, enterprise risk oversight, auditor independence, and dividend approvals .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation & Talent | Chair | 6 |
| Audit & Finance | Member | 7 |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board Retainer | 85,000 | Paid quarterly. |
| Compensation & Talent Committee Chair Retainer | 25,000 | Increased in 2024 by $5,000 per market review. |
| Audit & Finance Committee Member Retainer | 15,000 | Non‑chair member. |
| Cash Fees Total | 125,000 | Matches reported fees earned. |
| Site Visit/Education (per event) | 1,500 | Up to five per year; actual usage not disclosed. |
Director fee structure targets median of a peer group; Corporate Governance Committee reviews annually with FW Cook support .
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| RSUs Granted (#) | 10,402 | 7,980 |
| Grant Date | Apr 26, 2023 | Apr 25, 2024 |
| Grant-Date Fair Value ($) | 149,997 | 159,999 |
| Vest Date | Apr 25, 2024 | Apr 24, 2025 |
| Dividend Equivalents | Accrue, paid at vest | Paid as equivalents; RSUs carry dividend equivalents |
| Performance Metrics Tied to Awards | Not applicable (time-based RSUs) | Not applicable (time-based RSUs) |
- Directors may elect to receive fees in stock or defer into RSUs; RSUs also vest on certain change-of-control or due to death/disability per plan .
Other Directorships & Interlocks
| Company | Type of Interlock | Notes |
|---|---|---|
| None disclosed | Compensation committee interlock | Company discloses no interlocks; committee entirely independent and no executives serving on cross-compensation committees . |
Expertise & Qualifications
- Payments industry pioneer with CEO experience; aligns with Deluxe’s strategic focus on payments growth .
- Financial literacy for Audit & Finance membership; Audit Chair financial expert is John L. Stauch (not Garcia) .
- Prior service on a major bank’s board (Truist) adds risk, finance, and governance depth .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 31,228 | Includes RSUs as detailed below. |
| Percent of Class | <1% (“*”) | As disclosed. |
| Unvested RSUs (as of 12/31/2024) | 7,980 | Grant on 4/25/2024; vest 4/24/2025. |
| Stock Ownership Guideline | 5x annual board retainer | Must be met within 5 years of appointment/election. |
| Compliance Status | Directors ≥5 years in role compliant; others on track | Garcia director since 2020 (≥5 years), covered by compliance statement . |
| Hedging/Pledging | Prohibited for directors | Alignment safeguard. |
| Share Retention | 100% of shares from vesting until guideline met | Holding period policy. |
Compensation Structure Analysis
- Mix: Majority equity per board policy; Garcia’s 2024 compensation $159,999 equity vs $125,000 cash .
- Year-over-year: Cash increased from $116,250 (2023) to $125,000 (2024), consistent with committee retainer increases; equity grant fair value rose from $149,997 (2023) to $159,999 (2024) .
- Director peer group targeting: Cash and equity targeted at median; FW Cook independent; no conflicts in 2024 .
Governance Assessment
- Strengths: Independent director; chairs the Comp & Talent Committee with clear remit over CEO/NEO compensation goals and human capital oversight; robust shareholder engagement led by Garcia in response to low say‑on‑pay support; outreach covered ~74% of shares with meetings covering ~42%—with changes to executive compensation disclosed as a result .
- Alignment: Strong ownership guidelines (5x retainer), retention/holding requirements, and anti‑hedging/pledging policy support alignment; RSU grants are time‑based, reducing risk of discretionary payouts without performance .
- Controls: Audit & Finance oversight of related‑party transactions and enterprise risk; independent auditor evaluation process; committee independence standards affirmed .
- Potential Conflicts/Red Flags: None disclosed regarding related‑party transactions; compensation committee interlocks specifically disclaimed; attendance threshold met; no hedging/pledging; no director option repricings disclosed .
- Watch Items: Continued monitoring of say‑on‑pay outcomes and the transparency of compensation metrics for executives; director equity remains time‑based RSUs (not performance‑linked), which is common but may be less performance‑sensitive than PSUs for directors .
Overall signal: Garcia’s leadership in compensation design and shareholder outreach, combined with strong independence and alignment policies, supports investor confidence, with minimal conflict indicators and clear governance process disclosures .