EVERTEC, Inc DEF 14A, filed Apr 7, 2026

EVERTEC, Inc. (EVTC)

DEF 14A 2026-04-07 For: 2026-05-21

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Added on June 12, 2026

About this DEF 14A

EVERTEC, Inc filed this DEF 14A on April 7, 2026.

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☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12


ý			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Company proposals to be voted on at the Annual Meeting:	Board voting recommendation:

1. Election of Directors.		FOR each director nominee

2. Advisory Vote on Executive Compensation.		FOR

3. Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026.		FOR


At the Annual Meeting			Visit www.virtualshareholdermeeting.com/EVTC2026. You will need the 16-digit number included in your proxy card or Notice.
Internet			Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card or Notice.
QR Code			Scan the QR code shown on your proxy card with your phone to vote. You will need the 16-digit number included in your proxy card or notice.
Phone			Call 1-800-690-6903. You will need the 16-digit number included in your proxy card or Notice.
Mail			Send your completed and signed proxy card to the address shown on your proxy card.


Term			Definition
2022 Plan			Evertec, Inc. 2022 Incentive Award Plan
Adjusted Earnings per common share*			Adjusted Net Income divided by diluted shares outstanding
Adjusted EBITDA*			EBITDA further adjusted to exclude unusual items and other adjustments
Adjusted Net Income			Net income adjusted to exclude unusual items and other adjustments
AI			Artificial Intelligence
Annual Meeting			2026 Annual Meeting of Stockholders of Evertec, Inc. to be held virtually on Thursday, May 21, 2026 at 9:00 a.m. Atlantic Standard Time, by accessing www.virtualshareholdermeeting.com/EVTC2026
B2B			Business-to-business
Board			Board of Directors of Evertec, Inc.
Bylaws			Amended and Restated Bylaws of Evertec, effective as of May 25, 2023
CD&A			Compensation Discussion & Analysis section of this Proxy Statement
CEO			Chief Executive Officer
Certificate of Incorporation			Amended and Restated Certificate of Incorporation of Evertec, effective as of May 25, 2023
CFO			Chief Financial Officer
COO			Chief Operating Officer
Credit Agreement			Refers to the Credit Agreement, dated as of December 1, 2022, among Evertec, Inc., Evertec Group, LLC, the lenders and L/C issuers party thereto from time to time, and Truist Bank, as administrative agent, collateral agent, swingline lender and an L/C issuer, as amended
Deloitte			Deloitte & Touche LLP
EBITDA			Earnings before interest, taxes, depreciation, and amortization
ERM			Enterprise Risk Management
ET			Eastern Daylight Time
Evertec			Evertec, Inc.
Evertec Group			Evertec Group, LLC
Exchange Act			The Securities Exchange Act of 1934, as amended
FW Cook			Frederic W. Cook & Co., Inc., an executive compensation consulting firm
GAAP			Generally accepted accounting principles in the United States of America
Grandata			Grandata, Inc.
IT			Information technology
M&A			Mergers and acquisitions
NEO			Named executive officer, pursuant to Item 402 of Regulation S-K
Notice			Notice of Internet Availability of proxy materials in relation to the Annual Meeting
Nubity			Nubity, Inc.
NYSE			The New York Stock Exchange
Performance-based RSUs			RSUs earned based on the Adjusted EBITDA performance and TSR modifier
Record Date			March 27, 2026
RSUs			Restricted stock units
SEC			United States Securities and Exchange Commission
Securities Act			The Securities Act of 1933, as amended
Shareworks by Morgan Stanley			Evertec’s equity incentive plan platform
Sinqia			Sinqia, S.A. and its subsidiaries
Tecnobank			Tecnobank Tecnologia Bancária S.A.
Time-based RSUs			RSUs earned based on continued service with vesting on a future specified date or dates
TSR			Total stockholder return
Zunify			Zunify Payments Ltda.


May 21, 2026, 9:00 a.m. Atlantic Standard Time www.virtualshareholdermeeting.com/EVTC2026 These materials were first sent or made available to stockholders on April 7, 2026


Governance documents: https://ir.evertecinc.com/govdocs
Anticorruption Policy
Code of Ethics
Code of Ethics for Vendors and Service Providers
Corporate Governance Guidelines
Human Rights Policy
Insider Trading Policy
Related Party Transactions Policy

Board committee charters: https://ir.evertecinc.com/govdocs
Audit Committee Charter
Compensation Committee Charter
Nominating and Corporate Governance Committee Charter
Information Technology Committee Charter

Other resources:
Investors: https://ir.evertecinc.com
Proxy Statement: https://ir.evertecinc.com


Proxy Statement Summary			1
Proposal 1 Election of Directors			5
Information About Director Nominees			5
Biographical Information of our Executive Officers			11
Executive Officers			11
Corporate Governance			14
Overview			14
Board Composition			14
Board Committees			15
Director Qualifications			17
Board Leadership Structure			18
Executive Sessions			19
Chairman Duties			19
Director Compensation			19
Director Attendance Matters			20
Board and Committee Evaluations			21
Indemnification of Directors and Officers			21
Risk Oversight			22
Cybersecurity			22
Procedures for Communications With the Board			23
Management Succession Planning			23
Code of Ethics			23



Our Vision, Mission and Values			24
Executive Compensation			25
Introduction to the Compensation Discussion and Analysis			26
Compensation Discussion and Analysis			26
NEOs			26
Leadership Tr ansition			26
Performance Highlights			27
Executive Compensation Highlights			27
Compensation Philosophy and Objectives			28
Stockholder Engagement			29
Role of Executive Officers in Compensation Decisions			31
Outside Advisors			31
Competitive Compensation Practices			31
Elements of Compensation			32
Base Salary			32
Annual Cash Incentive			33
Long-term Equity Incentives			35
Other Compensation			39
Compensation Risk Assessment			40
Stock Ownership Guidelines			40
Equity Grant Practices			41
Clawback Policy			41
Insider Trading Policy and Anti-Hedging and Anti-Pledging Prohibitions			41
Compensation Committee Report			42
Summary Compensation Table			43
Grants of Plan-based Awards			44
Outstanding Equity Awards at Fiscal Year End			45
Stock Vested			46


Employment Agreements			46

Severance Policy			46
Potential Payments Upon Termination of Employment			47
Potential Payments Upon Change in Control			49
Payments Upon Termination or a Change in Control			50
Compensation Committee Interlocks and Insider Participation			51
Pension Benefits and Non-qualified Deferred Compensation			51
Tax Deductibility of Executive Compensation			51
Proposal 2 Advisory Vote on Executive Compensation			52
Overview			52
CEO Pay Ratio			53
Overview			53
Pay Versus Performance			54
Overview			54
Security Ownership			58
Overview			58
Security Ownership of Certain Beneficial Owners			58
Security Ownership of Management			58
Securities Authorized for Issuance Under Equity Compensation Plans			59
Delinquent 16(a) Reports			59
Proposal 3 Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal Year Ending December 31, 2026			61
Overview			61
Principal Accounting Fees and Services			61
Audit Committee Report			63
Certain Relationships and Related Party Transactions			64
Related Party Transactions Policy			64
Related Party Transactions			64
Proxy Statement for the 202 6 Annual Meeting			65
General			65
Questions and Answers About the Annual Meeting			65
Record Date and Shares Outstanding			66
Quorum			66
Voting of Proxies			66
Voting of Shares			66
Required Votes / Effect of Abstentions and Broker Non-Votes			66
How You Can Vote			67
Revocation of Proxies			68
Voting Results			68
Solicitation			68
Householding of Proxy Materials			68
Other Matters			70
Stockholder Proposals for the 202 7 Annual Meeting of Stockholders			70
Other Business			70
Appendix A: Reconciliation of GAAP and Non-GAAP F inancial M easures			A-1


The Board unanimously recommends that you vote “FOR” the election of each of the director nominees listed below.


			Committees: Compensation Committee (Chair) Nominating and Corporate Governance Committee


			Committees: Compensation Committee Information Technology Committee


			Committees: Information Technology Committee (Chair) Audit Committee


			Committees: Audit Committee Information Technology Committee


			Committees: Audit Committee Nominating and Corporate Governance Committee


			Morgan M. Schuessler, Jr. Age: 55 Mr. Schuessler joined the Company in April 2015 as our President and CEO. Please refer to the “Information About Director Nominees” section under Proposal 1 for Mr. Schuessler’s biographical information.

			Joaquín A. Castrillo Age: 43 Mr. Castrillo has served as our Senior Executive Vice President & Chief Operating Officer (COO) since November 2025. From October 2018 to October 2025, he served as Executive Vice President, Chief Financial Officer (CFO) and Treasurer. He has worked at the Company since 2012 serving in roles of increasing responsibility, including as Vice President and Finance Manager from 2015 to 2018, and as Vice President and Finance Director from 2018 until October 2018. Prior to joining the Company, Mr. Castrillo was an Audit Manager in the Banking and Capital Markets group of PwC. Mr. Castrillo holds a B.B.A. with a double concentration in Finance and Accounting from Villanova University. He is a Certified Public Accountant, a member of the Villanova University Finance Department Advisory Committee and currently serves on the board of directors of Endeavor Puerto Rico.

			Karla Cruz Age: 41 Ms. Cruz has served as our Executive Vice President, Chief Financial Officer and Treasurer since November 2025. From April 2024 to November 2025, she served as Senior Vice President, Chief Accounting Officer and Assistant Treasurer. From July 2019 to April 2024, Ms. Cruz Jusino served as the Company’s Vice President of Finance with increasing responsibilities including Assistant Treasurer since April 2020, and Corporate Tax Director since August 2020. She has over 18 years of experience in finance and accounting. Prior to joining the Company, Ms. Cruz Jusino worked for PwC in roles of increasing responsibility for over 12 years, including as Assurance Director from April 2019 until June 2019, and as Assurance Senior Manager from 2016 until April 2019. Ms. Cruz Jusino holds a bachelor’s degree in accounting and finance from the University of Puerto Rico, is a Certified Public Accountant, and a member of the University of Puerto Rico Business Administration Faculty Alumni Advisory Board.


			Claudio Almeida Prado Age: 62 Mr. Prado has served as our Executive Vice President and Group Head of Brazil since April 2024. He joined the Company in November 2023 as Senior Vice President of Operations at Sinqia, a position he held since October 2022. Before joining the Company, Mr. Prado served as Chief Operating Officer and Executive Director of New Business at Grupo Fleury, in Brazil, from September 2016 to September 2022. Prior to that, he served as Chief Operating Officer at Grupo Abril S.A., from September 2012 to August 2016, as IT Director of Banco Real, and as Chief Information Officer of Banco Santander and Deutsche Bank, in Brazil. Mr. Prado is certified in management and leadership from the MIT Sloan School of Management in Cambridge, Massachusetts, and holds a degree in electronic engineering and a master’s degree in computer engineering from the University of São Paulo.

			Daniel Brignardello Age: 50 Mr. Brignardello has served as our Executive Vice President and Group Head of Latam since February 2024. Prior to that he was our Senior Vice President and Chief Delivery Officer from July 2021 to February 2024. Mr. Brignardello joined the Company in July 2017 as Vice President of Processing and Fraud Prevention Services. Prior to joining the Company, Mr. Brignardello served as COO of PayTrue, a Uruguayan based payments solutions company, from 2003 through June 2017; and as a Senior Software Engineer for Trintech from 2000 through 2003. Mr. Brignardello has over 25 years of senior management experience in the payments sector. He has served as a teacher (Grade 1) in the cryptography university chair of the School of Engineering of the Universidad de la República in Uruguay from 2000 through 2003. Mr. Brignardello holds a degree as Computer Analyst from the School of Engineering of the Universidad de la República in Uruguay (2000), and a Program for Management Development (PMD) degree from the ESADE Business School in Barcelona, Spain (2009). Mr. Brignardello has been a Board member of ICT4V, a technology and innovation organization in Montevideo, Uruguay, since 2015.

			Alberto López-Gaffney Age: 54 Mr. Lopez‑Gaffney has served as Executive Vice President and Chief Strategy and Corporate Development Officer since March 2023. He initially oversaw mergers and acquisitions, and later in 2023 his responsibilities expanded to include strategy, marketing and communications. Prior to joining the Company, Mr. López‑Gaffney served as Chief Financial Officer of Despegar.com Corp., a publicly-listed online travel agency, from 2018 to 2023, where he led the company’s turnaround following the COVID‑19 crisis. Earlier in his career, Mr. López‑Gaffney spent approximately 20 years in investment banking at Morgan Stanley and Itaú BBA, serving as a Managing Director and Head of Latin America (excluding Brazil). He began his career as a management consultant at McKinsey & Company in Buenos Aires. Mr. López‑Gaffney holds a Master of Engineering degree, summa cum laude, from Universidad Católica Argentina and an MBA from Harvard Business School.


			Paola Pérez Age: 42 Ms. Pérez has served as our Executive Vice President since February 2018 and Group Head of Puerto Rico and the Caribbean since August 2022. Prior to that she was our Chief Administrative Officer from March 2020 to August 2022, and Senior Vice President of People and Culture from August 2017 until her appointment as Executive Vice President. She joined the Company in 2011 as Director of Internal Audit. Before joining Evertec, Ms. Pérez worked at Chartis as an External Reporting Manager for the Latin America Region, and PwC where she worked as a senior auditor. She obtained her Bachelor of Science in Accounting from Fairfield University, is a Certified Public Accountant and a board member of Lectores para el Futuro and Caras con Causa, non-profit organizations.

			Luis A. Rodríguez Age: 48 Mr. Rodríguez has served as our Executive Vice President since February 2017 and as Chief Legal and Administrative Officer since August 2022. He joined the Company in 2015 as Senior Vice President for Corporate Development, and was appointed General Counsel and Secretary of the Board in September 2016. Prior to joining the Company, Mr. Rodríguez served as Executive Director at J.P. Morgan in New York. Mr. Rodríguez holds a bachelor’s degree from the Woodrow Wilson School of Public and International Affairs at Princeton University and a Juris Doctor from Stanford Law School.

			Diego Viglianco Age: 56 Mr. Viglianco has served as our Executive Vice President and Chief Information Officer (CIO) since November 2025. From June 2021 to October 2025, he served as Executive Vice President and COO and was a consultant to the Company from March 2021 until his appointment as COO. Before joining the Company, Mr. Viglianco served as the CEO of Interbanking, S.A. from July 2019 to February 2021, a digital financial ACH/real time payments company headquartered in Argentina. Prior to that, he was the CEO of the Processing Division of Prisma Medios de Pago S.A. in Argentina from March 2017 to June 2019. Previously, he held senior management positions with MasterCard in Argentina and Miami, USA, and Promoción y Operación S.A. de C.V. (PROSA) in Mexico. Mr. Viglianco holds an MBA in Economy and Business Administration from ESEADE University, Argentina, and a Bachelor of Science in Engineering from the University of Salvador, Argentina.

			Miguel Vizcarrondo Age: 53 Mr. Vizcarrondo has served as an Executive Vice President since 2012, and as Chief Product & Innovation Officer since August 2022. Prior to that he was our Chief Commercial Officer for Puerto Rico and the Caribbean from March 2021 to August 2022, and Head of Merchant Acquiring and Payment Processing from February 2012 until 2021. Prior to joining the Company in 2010, Mr. Vizcarrondo worked at Banco Popular de Puerto Rico for 14 years in a variety of roles, lastly as Senior Vice President of the Merchant Acquiring Solutions group from 2006 until he joined the Company in 2010. Mr. Vizcarrondo serves as a board member of the Mastercard Fintech Council, the Banco Popular Foundation, and, for over 25 years, the Puerto Rico American Football Alliance, a youth sports league. Mr. Vizcarrondo holds a Bachelor of Science in Management with a concentration in Finance from Tulane University.
All ages shown are as of the filing date of this Proxy Statement with the SEC.


Frank G. D’Angelo	Chairman of the Board, Independent	9 of 10 directors are independent in compliance with NYSE rules
Morgan M. Schuessler, Jr.	President and CEO, Non-Independent
Kelly Barrett	Director, Independent
Olga Botero	Director, Independent
Virginia Gambale	Director, Independent
Jorge A. Junquera	Director, Independent
Iván Pagán	Director, Independent
Aldo J. Polak	Director, Independent
Alan H. Schumacher	Director, Independent
Brian J. Smith	Director, Independent


			Committees: Audit Committee (Chair) Nominating and Corporate Governance Committee


			Committees: Nominating and Corporate Governance Committee (Chair) Compensation Committee


Audit Committee
Met 10 times during 2025
Members:
Alan H. Schumacher, Chairperson • Olga Botero • Virginia Gambale • Jorge A. Junquera • Iván Pagán


Compensation Committee
Met 3 times during 2025
Members:
Frank G. D’Angelo, Chairperson • Kelly Barrett • Aldo J. Polak • Brian J. Smith


Nominating and Corporate Governance Committee
Met once during 2025
Members:
Brian J. Smith, Chairperson • Frank G. D’Angelo • Jorge A. Junquera • Alan H. Schumacher


Information Technology Committee
Met 7 times during 2025
Members:
Olga Botero, Chairperson • Kelly Barrett • Virginia Gambale • Iván Pagán • Aldo J. Polak


Annual Retainers	Chair			Member
Board Retainer: Cash + Equity Compensation	$	355,000	(1)	$	255,000	(2)
Committee Retainers (in addition to Board compensation): Cash Compensation Only
Audit Committee	$	25,000		$	12,500
Compensation Committee	$	24,000		$	10,000
Nominating and Corporate Governance Committee	$	21,000		$	7,000
Information Technology Committee	$	24,000		$	10,000


Board and Committee						Threshold Number of Meetings
Board						14
Audit Committee						14
Compensation Committee						10
Nominating and Corporate Governance Committee						8
Information Technology Committee						8


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(1)(2)	Total ($)
Frank G. D’Angelo	159,000	197,500	356,500
Kelly Barrett	101,000	152,500	253,500
Olga Botero	117,500	152,500	270,000
Virginia Gambale	103,500	152,500	256,000
Jorge A. Junquera	102,000	152,500	254,500
Iván Pagán	103,500	152,500	256,000
Aldo J. Polak	101,000	152,500	253,500
Alan H. Schumacher	114,500	152,500	267,000
Brian J. Smith(3)	31,000	235,000	266,000


Name			RSUs (#)
Frank G. D’Angelo			5,327
Kelly Barrett			4,113
Olga Botero			4,113
Virginia Gambale			4,113
Jorge A. Junquera			4,113
Iván Pagán			4,113
Aldo J. Polak			4,113
Alan H. Schumacher			4,113
Brian J. Smith(3)			6,339



Frank G. D’Angelo (Chairperson)	Kelly Barrett	Aldo J. Polak	Brian J. Smith


What We Heard						How We Responded

Stockholders generally expressed satisfaction with our compensation program design, which has driven their high support for our Say-on-Pay historically and did not raise any concerns with the composition of our peer group.						We are committed to ensuring that we protect the best interests of all our stockholders and will continue to engage our stockholders for direct feedback. Our peer group will continue to evolve given the scarcity of direct competitors in the FinTech space and increased level of M&A activity.
Stockholders expressed concerns regarding the CEO’s 2023 one-time special award, particularly its time-vesting nature. They noted that the established compensation program should account for any risks or considerations without the need for one-off awards.						No special awards were made since 2023 and none are anticipated in the foreseeable future. The Compensation Committee is committed to not making additional special awards to our President and CEO for the duration of the existing retention award and only considering special awards under extraordinary circumstances. Additionally, we will include performance measures on any potential future grant where appropriate.
Stockholders recommended expanding discussion on goal rigor and the process in which goals are established.						We included disclosure of goal rigor and discussion of our performance metrics and results in this year’s CD&A. Please see the “Elements of Compensation—Annual Cash Incentive” section.
Stockholders recommended expansion of succession planning disclosures.						Succession planning and leadership development are critical aspects of our human capital management. Please see our disclosure of how the Compensation Committee oversees succession planning for the CEO and senior management in the “Management Succession Planning” section.
Stockholders recommended enhanced disclosure around Board-related processes, including Board composition, director skills matrix, and Board refreshment.						We included disclosures around Board composition and refreshment and how we think about the necessary skills of our directors as we seek expertise that will help us navigate the challenges ahead. Please see the “Director Qualifications—Board Refreshment” section.


What We Do						What We Don’t Do

ü Benchmark against our peer group						û No excise tax gross-ups
ü Conduct an annual Say-on-Pay vote						û No hedging or pledging of our securities
ü Retain an independent compensation consultant						û No excessive perquisites or personal benefits
ü Tie pay to financial and share price performance						û No special executive retirement plans
ü Multi-year vesting requirements for equity awards						û No guaranteed bonuses
ü Performance-based equity awards
ü Comprehensive Clawback Policy
ü Robust succession planning
ü Stock ownership minimum guidelines applicable to our directors, executives and senior vice presidents


Peer Group
ACI Worldwide	ExlService Holdings	nCino	Shift4 Payments
CSG Systems International	Green Dot Corp.	Payoneer Global	Verint Systems
Euronet Worldwide	International Money Express	Q2 Holdings	Verra Mobility
Everi Holdings	Jack Henry & Associates	Repay Holdings Corporation	WEX


NEOs	2025 Base Salary ($)(1)	2024 Base Salary ($)(2)	Percent Change (%)
Morgan M. Schuessler, Jr.	856,960	856,960	—
Karla Cruz Jusino*	360,000	—	—
Joaquín A. Castrillo**	500,000	463,500	8
Diego Viglianco	477,405	463,500	3
Paola Pérez	417,338	405,183	3
Luis A. Rodríguez	417,338	405,183	3


Metric ($ in 000's)	Weight	Threshold (95%)	Target (100%)	Maximum (110%)
Adjusted Net Income	60%	$209,734	$220,773	$242,850
Revenues(1)	40%	$849,111	$893,801	$983,181


Metric	Performance (000's)	% Difference (Target)	Payment Score	Weighted Score
Adjusted Net Income	$228,906	3.68%	118.42%	71.05%
Revenues	$919,015	2.82%	114.10%	45.64%
CORPORATE PERFORMANCE METRIC PAYOUT SCORE:				116.69%


NEOs	Target Cash Incentive (%)	Corporate Performance (%)	Business Metric (%)	Individual Performance (%)	Target Cash Incentive ($)	Actual Cash Incentive Payout ($)(1)
Morgan M. Schuessler, Jr.	150	90	—	10	1,285,440	1,500,026
Karla Cruz Jusino	85	90	—	10	306,000	357,082
Joaquín A. Castrillo	100	90	—	10	500,000	583,468
Diego Viglianco	85	60	—	40	405,794	468,414
Paola Pérez	85	20	60	20	354,737	374,185
Luis A. Rodríguez	85	70	—	30	354,737	413,956


NEOs	Corporate ($)	Business ($)	Individual ($)
Morgan M. Schuessler, Jr.	1,350,024	—	150,003
Karla Cruz Jusino	321,374	—	35,708
Joaquín A. Castrillo	525,121	—	58,347
Diego Viglianco	284,122	—	189,414
Paola Pérez	82,791	208,602	82,791
Luis A. Rodríguez	289,769	—	124,187


2025 Equity Incentive Grant
Name	Long-Term Equity Incentive Total Award Value ($)	RSUs Granted
		Performance-Based (#)(1)	Time-Based (#)(2)	Total (#)
Morgan M. Schuessler, Jr.	6,800,000	100,798	63,738	164,536
Karla Cruz Jusino	275,000	1,254	5,891	7,145
Joaquín A. Castrillo	1,950,000	26,681	20,889	47,570
Diego Viglianco	1,950,000	26,681	20,889	47,570
Paola Pérez	1,300,000	17,787	13,926	31,713
Luis A. Rodríguez	1,300,000	17,787	13,926	31,713