EVERTEC, Inc DEF 14A, filed Apr 13, 2023

EVERTEC, Inc. (EVTC)

DEF 14A 2023-04-13

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Added on June 12, 2026

About this DEF 14A

EVERTEC, Inc filed this DEF 14A on April 13, 2023.

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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

4. Approval of Third Amended and Restated Certificate of Incorporation, which eliminates the requirement that the Board be fixed at nine directors, and deletes certain obsolete provisions and references relating to the Stockholder Agreement, which terminated on July 1, 2022		FOR


Term			Definition
2013 Plan			Evertec, Inc. 2013 Equity Incentive Plan
2022 Plan			Evertec, Inc. 2022 Incentive Award Plan
Adjusted EBITDA			EBITDA further adjusted to exclude unusual items and other adjustments. For purposes of this Proxy Statement, Adjusted EBITDA is not presented in accordance with GAAP.
Adjusted Earnings per common share			Adjusted Net Income divided by diluted shares outstanding. For purposes of this Proxy Statement, Adjusted Earnings per common share is not required by, or presented in accordance with, GAAP.
Adjusted Net Income			Net income adjusted to exclude unusual items and other adjustments
Annual Meeting			2023 Annual Meeting of Stockholders of Evertec, Inc. to be held virtually on Thursday, May 25, 2023 at 9:00 a.m. Atlantic Standard Time, by accessing www.virtualshareholdermeeting.com/EVTC2023
Board			Board of Directors of Evertec
BPPR			Banco Popular de Puerto Rico
Bylaws			Amended and Restated Bylaws of Evertec
CD&A			The 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 April 17, 2013
CFO			Chief Financial Officer
CISO			Chief Information Security Officer
COO			Chief Operating Officer
Deloitte			Deloitte & Touche LLP
Director Compensation Policy			Amended and Restated Director Compensation Policy of Evertec
EBITDA			Earnings before interest, taxes, depreciation and amortization
EBITDA RSUs			RSUs earned based on the Adjusted EBITDA performance
ERM			Enterprise Risk Management
ERM Policy			Amended and Restated Enterprise Risk Management Policy of Evertec
ESG			Environmental, social and governance
Evertec			Evertec, Inc.
Evertec Group			Evertec Group, LLC
Exchange Act			The Securities Exchange Act of 1934, as amended
FW Cook			Frederic W. Cook & Co., an executive compensation consulting firm
GAAP			Accounting principles generally accepted in the United States of America
MOC			Management Operating Committee of Evertec
NEO			Named executive officer, pursuant to Item 402 of Regulation S-K
New Certificate of Incorporation			Third Amended and Restated Certification of Incorporation of Evertec, submitted for stockholder approval under Proposal 4 of this Proxy Statement
NYSE			The New York Stock Exchange
Popular			Popular, Inc.
Popular Transaction			The transaction signed on February 24, 2022, where Evertec and Evertec Group entered into an Asset Purchase Agreement with BPPR and Popular to sell to BPPR certain technology service assets that were used exclusively to service Popular and its affiliates, extended renewed key agreements, and entered into secondary amendment arrangements; which transaction closed on July 1, 2022.
Record Date			March 27, 2023
RSUs			Restricted stock units
SEC			United States Securities and Exchange Commission
Securities Act			Securities Act of 1933, as amended
Solium			Solium Capital, LLC, Evertec’s equity incentive plan administrator
Stockholder Agreement			Stockholder Agreement, dated April 17, 2012, by and among Evertec, Inc. and the holders party thereto, as amended, which was terminated effective July 1, 2023
TSR			Total stockholder return


Governance documents: https://ir.evertecinc.com/govdocs			ESG resources:
Human Rights Policy			ESG summary: https://www.evertecinc.com/en/our-purpose/
Related Party Transactions Policy
Insider Trading Policy			ESG website: https://www.evertecinc.com/en/our-purpose/
Corporate Governance Guidelines
Code of Ethics			Investor relations: https://ir.evertecinc.com
Code of Ethics for Vendors and Service Providers
Audit Committee Charter			Proxy Statement: https://ir.evertecinc.com
Compensation Committee Charter
Nominating and Corporate Governance Committee Charter
Information Technology Committee Charter



Frank G. D’Angelo Chairman of the Board of Directors			Morgan M. Schuessler, Jr. President and Chief Executive Officer


Proxy Statement summary			1
Message from our President and CEO			1
Summary—director nominees			2
ESG highlights			3
Results of the 2022 advisory vote on executive compensation			3
Executive target compensation mix			3
Proposal 1: Election of directors			4
Information about director nominees			4
Corporate governance			8
Overview			8
Board composition			8
Board committees			9
Director qualifications			11
Board leadership structure			12
Chairman duties			13
Director compensation			13
Director attendance matters			14
Board and committee evaluations			14
Indemnification of directors and officers			15
Risk oversight			15
Cybersecurity			16
Procedures for communications with the Board			16
Delinquent Section 16(a) reports			16
Management succession planning			17
Shareholder engagement			17
Code of Ethics			17



Environmental, social and governance (ESG) matters			18
Biographical information of our executive officers			20
Executive officers			20
Proposal 2: Advisory vote on executive compensation			23
Overview			23
Compensation discussion and analysis			24
Performance highlights			24
Outside advisors			25
Executive compensation highlights			25
Named executive officers (NEOs)			26
Compensation philosophy and objectives			26
Say-on-pay			27
Role of executive officers in compensation decisions			27
Competitive compensation practices			28
Elements of compensation			28
Base salary			28
Annual cash incentive			29
Long-term equity incentives			31
Other compensation			34
Tax deductibility of executive compensation			34
Stock Ownership Guidelines			34
Anti-pledging and anti-hedging policies			35
Clawback Policy			35
Compensation risk assessment			36
Summary compensation			37
Grants of plan-based awards			38
Outstanding equity awards at fiscal year end			39
Stock vested			40

Employment agreements			40
Severance policy			40
Potential payments upon termination of employment			41


Potential payments upon change in control			43
Payments upon termination or a change in control			44
Compensation committee interlocks and insider participation			44
Pension benefits and non-qualified deferred compensation			44
Compensation Committee report			45
CEO Pay Ratio			46
Overview			46
Pay versus performance			47
Overview			47
Security ownership			51
Security ownership of certain beneficial owners			51
Security ownership of management			51
Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm			53
Overview			53
Principal accounting fees and services			53
Audit Committee report			55
Certain relationships and related party transactions			56
Related Party Transactions Policy			56
Related Party Transactions			56
Asset Purchase Agreement			57
Master Services Agreement			57
Technology Agreement			60
ATH Network Participation Agreement			60
ATH Support Agreement			61
Independent Sales Organization Sponsorship and Services Agreement			62
Tripartite Agreement to Operate Cash Depot			63
Master Lease Agreement			64
Virgin Islands Services Agreement			64
Stockholder Agreement			64
Proposal 4: Approval of Third Amended and Restated Certificate of Incorporation, which eliminates the requirement that the Board be fixed at nine directors, and deletes certain obsolete provisions and references relating to the Stockholder Agreement, which terminated on July 1, 2022			68
Overview			68
Description of the New Certificate of Incorporation			68
Proxy Statement for the 2023 Annual Meeting			70
General			70
Record Date and shares outstanding			71
Quorum			71
Voting of proxies			71
Voting of shares			71
Required votes/effect of abstentions and broker non-votes			71
How you can vote			72
Revocation of proxies			73
Voting results			73
Solicitation			73
Householding of proxy materials			74
Other Matters			75
Stockholder proposals for the 2024 annual meeting of stockholders			75
Other business			75
Appendix A			76
Appendix B			77


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


			Frank G. D’Angelo Age: 77 Mr. D’Angelo has been Chairman of the Board since February 2014 and a director since September 2013. Since June 2015 he has served as Operating Partner in Hill Path, a private equity partnership, and as a partner in Bridgeport Partners, a private investment firm since June 2019. From May 2019 until October 2021, he served as Executive Vice President and President of NCR Banking. Mr. D’Angelo has over 40 years of experience in the financial services, digital banking and payments industries. He is a former chairman of the Electronic Funds Transfer Association, served on the Payments Advisory Council of the Federal Reserve Bank of Philadelphia, and served as a director for Walsh University (Ohio). Mr. D’Angelo’s experience in the financial services industry, as well as in operations and management, provides great value to our Board.
Chairman of the Board • Director since 2014 • Independent • Compensation Committee Chair • Information Technology Committee

			Morgan M. Schuessler, Jr. Age: 52 Mr. Schuessler has been a director and the Company’s President and CEO since April 2015. Previously, he served as President of International for Global Payments, Inc., overseeing the company’s business outside of the Americas, spanning 23 countries throughout Europe and Asia. Mr. Schuessler currently serves on the board of directors of Endeavor Puerto Rico, the Wharton Executive Education Board, and the Smithsonian Institution National Board. Mr. Schuessler has over 20 years of experience in the payments industry; accordingly, he is well-versed in the intricacies of the Company’s core business and has developed management and oversight skills required to make significant contributions to the Board.
President and CEO • Director since 2015


			Kelly Barrett Age: 58 Ms. Barrett has been a director since May 2021. From 2016 until her retirement in 2020, Ms. Barrett was the Senior Vice President of Home Services at The Home Depot. Ms. Barrett joined The Home Depot in 2003, where she held various senior management positions, including as Vice President of Internal Audit and Corporate Compliance, and Controller. Ms. Barrett currently serves as board member of Piedmont Office Realty Trust, Inc. (NYSE: PDM), The Aaron’s Company, Inc. (NYSE: AAN), and Americold Realty Trust (NYSE: COLD). Her leadership roles in the community currently include serving on the board of the Metro Atlanta YMCA (where she formerly served as chair); the National Association of Corporate Directors, Atlanta Chapter board; the Georgia Tech Foundation Board of Trustees; and as a member of the Advisory Board of Scheller College of Business at Georgia Tech (where she also formerly served as chair). She has previously served on the board of the Girl Scouts of Greater Atlanta and on the non-profit organization Partnership Against Domestic Violence and the Atlanta Rotary Club. She is also a Certified Public Accountant in the state of Georgia and NACD Directorship Certified. Ms. Barrett’s substantial experience in leadership roles, strategy and enterprise risk management, coupled with service on several boards, is of great service to the Company.
Director since 2021 • Independent • Compensation Committee • Information Technology Committee

			Olga Botero Age: 59 Ms. Botero has been a director since September 2014. She is the founder and Managing Director of C&S Customer and Strategy, a consulting firm focused on supporting information technology and digital and cybersecurity management for leading companies in Latin America, co-founder and Chair of Seccuri, Inc., and has been a Senior Advisor to the Boston Consulting Group since 2011. She is the Co-Chair of the Women Corporate Directors Foundation Colombia Chapter and a fellow at the National Association of Corporate Directors (NACD) Board Leadership Fellow program. She serves as an independent director and member of the Audit and Risk Committee of each of ESVAL S.A. and ESSBIO S.A., which are both publicly traded water utilities companies in Chile; and as an independent member of the Altipal S.A.S. Board of Directors since April 2022, serving as chair of their Audit Committee and member of their Innovation Committee. She also serves as independent director, chair of the Audit Committee and member of the Transactions Committee of Farmalatam Holding Inc. (Farmalisto), a health tech and e-pharmacy company in Latin America; as an independent member of the Audit Committee of Group Coppel in Mexico; and as an advisor to the Information Technology Committee of Grupo Pichincha and Banco Pichincha in Ecuador. Ms. Botero has over 25 years of experience in leadership roles in financial services, telecommunications and technology. She also has a Climate Leadership Certificate issued by the Diligent Institute. Her experience, expertise in cybersecurity and technology, and knowledge of Latin American markets are an asset to the Company.
Director since 2014 • Independent • Audit Committee • Information Technology Committee Chair

			Jorge A. Junquera Age: 74 Mr. Junquera has been a director since April 2012. Since July 2015, he has served as Managing Partner at Kohly Capital, LLC, a private investment company. He has over 40 years of experience in the banking and financial services industries. Until his retirement in 2015, Mr. Junquera was Vice Chairman of the board of directors of Popular. Prior to becoming Vice Chairman, he was the Chief Financial Officer of Popular and Supervisor of Popular’s Financial Management Group. He currently serves as a director for Sacred Heart University (PR) and Equalize Community Development Fund. Mr. Junquera’s substantial experience managing financial institutions and serving on various boards of directors provides him with unique expertise and valuable perspective to assist the Board.
Director since 2012 • Independent • Audit Committee • Nominating and Corporate Governance Committee


			Iván Pagán Age: 64 Mr. Pagán has been a director since May 2019. For twenty-two years until his retirement in February 2019, Mr. Pagán was the Head of Corporate Development at Popular, where he managed mergers and acquisitions, divestitures, corporate reorganization and strategic alliances for Popular, completing significant transactions in the United States, Latin American, Puerto Rico and the Caribbean. Mr. Pagán currently serves as a member of the board of directors of Centro Financiero BHD in the Dominican Republic. Mr. Pagán’s substantial expertise in financial and M&A matters, experience in the Caribbean and Latin American markets, and knowledge of the Company’s operations are an asset to the Company.
Director since 2019 • Independent • Audit Committee • Information Technology Committee

			Aldo J. Polak Age: 49 Mr. Polak has been a director since May 2019. He has been a Managing Director at Mizuho since November 2021. From April 2021 until October 2021, he was the Managing Member of Ionos Capital Partners LLC, an investment vehicle company. From April 2019 to April 2021, Mr. Polak served as Chief Investment & Development Officer at Cisneros Group of Companies, a private conglomerate focused on digital advertising, media and entertainment, real estate and new technologies. Prior to Cisneros, he spent over 15 years as an investment banker in Wall Street, most recently heading the Latin America efforts at LionTree, a global investment and merchant banking firm, from 2013 to March 2019. He currently serves on the boards of two charitable organizations, LatinoU and Reaching U, and is chairman of the latter. He is also involved with Endeavor as a panelist and mentor to entrepreneurs. Mr. Polak’s significant experience in M&A, strategy and corporate development, and his network of corporate relationships in Latin America and in the payments sector provide great value to the Board.
Director since 2019 • Independent • Compensation Committee • Nominating and Corporate Governance Committee

			Alan H. Schumacher Age: 76 Mr. Schumacher has been a director since April 2013. For 23 years he worked at American National Can Corporation, a manufacturing company, as well as at American National Can Group Inc, a manufacturer of metal cans, where he served as Vice President, Controller and Chief Accounting Officer until 1997 and as Executive Vice President and Chief Financial Officer from 1997 until his retirement in 2000. He is a former member of the Federal Accounting Standards Advisory Board, and currently serves as a director of Blue Bird Corp (NASDAQ: BLBD), Warrior Met Coal, Inc. (NYSE: HCC), Albertsons Companies, Inc. (NYSE: ACI), and Pendrick Capital Partners LLC. Mr. Schumacher has substantial expertise in accounting, reporting, audit and financial matters and, as such, is able to provide valuable contributions to our Board in its oversight functions.
Director since 2013 • Independent • Audit Committee Chair • Nominating and Corporate Governance Committee


			Brian J. Smith Age: 67 Mr. Smith has been a director since February 2016. Mr. Smith served in various executive level positions in The Coca-Cola Company, including as President and Chief Operating Officer from January 2019 until September 2022, as a senior executive from October 2022 until his retirement in February 2023. From 2016 until December 2018, he served as President of its Europe, Middle East and Africa (EMEA) Group and, prior to that, he also held other strategic and management roles since joining The Coca-Cola Company in 1997. Mr. Smith serves as a director for the Coca-Cola Europacific Partners PLB board (LSE: CCEP) and is a member of its Corporate Social Responsibility Committee. Like other members of the Board, Mr. Smith has substantial managerial experience in Latin America. His extensive expertise in management and corporate strategy makes him a valuable asset to the Company.
Director since 2016 • Independent • Compensation Committee • Nominating and Corporate Governance Committee Chair


Frank G. D'Angelo	Chairman of the Board, Independent	8 of 9 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
Jorge A. Junquera	Director, Independent
Iván Pagán	Director, Independent
Aldo J. Polak	Director, Independent
Alan H. Schumacher	Director, Independent
Brian J. Smith	Director, Independent


Alan H. Schumacher, Chairperson			Responsibilities and oversight: •overseeing: (i) our financial reporting process with respect to the integrity of our financial statements and our internal controls over financial reporting, (iii) the performance of our internal audit function, (iii) our management policies regarding risk assessment and management, and (iv) our compliance with laws and regulations •discussing with management and the Company’s independent registered public accounting firm the Company’s major financial and control-related risk exposures, and steps that management has taken to monitor and control such exposures •reviewing the overall implementation of the Company’s Enterprise Risk Management (“ERM”) framework and program, which includes (i) ensuring the placement of controls needed to establish a strong internal control environment, and receiving periodic status reports on management’s ERM progress, and (ii) overseeing the Company’s risk exposure, and validating management’s active role in assessing, managing and mitigating risks •establishing procedures for handling complaints regarding accounting or auditing matters
Olga Botero
Jorge A. Junquera
Iván Pagán

•Met 12 times during 2022
•Must consist of at least 3 Board members (including a chairperson) who must meet at least 4 times a year, including once every fiscal quarter
•All members qualify as “independent” under SEC and NYSE rules, including additional independence requirements applicable to members of an audit committee
•All members are “financially literate” under NYSE rules
•Each of Messrs. Schumacher, Junquera and Pagán are considered a “financial expert” under SEC rules


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Total ($)
Frank G. D’Angelo	152,500	177,500	330,000
Kelly Barrett	97,500	132,500	230,000
Olga Botero	106,500	132,500	239,000
Jorge A. Junquera	101,500	132,500	234,000
Iván Pagán	101,500	132,500	234,000
Aldo J. Polak	97,500	132,500	230,000
Alan H. Schumacher	114,000	132,500	246,500
Brian J. Smith	20,000	217,500	237,500


Frank G. D’Angelo, Chairperson			Responsibilities and oversight: •reviewing and recommending policy relating to the compensation and benefits of our officers, directors and employees, including reviewing and approving corporate goals and objectives relevant to the compensation of the CEO and other senior officers •evaluating the performance of senior officers in light of the Company’s goals and objectives, and reviewing and approving the compensation of senior officers based on such evaluations •overseeing risks related to the Company’s cash and equity-based compensation programs and practices •overseeing succession planning for the CEO and senior management •producing a report on executive officer compensation as required by the SEC, which is included in this Proxy Statement
Kelly Barrett
Aldo J. Polak
Brian J. Smith

•Met 6 times during 2022
•Must consist of at least 3 Board members (including a chairperson) who must meet at least once a year
•Each member qualifies as “independent” under NYSE rules, including additional independence requirements applicable to members of a compensation committee, and as a “non-employee independent director,” as defined in Section 16b-3 of the Securities Exchange Act


Brian J. Smith, Chairperson			Responsibilities and oversight: •evaluating the composition of the Board, its committees and planning for Board member succession •assisting the Board in identifying individuals qualified to serve as members of the Board and recommending to the Board the director nominees for the next annual meeting of stockholders •leading the Board in its performance review and that of its committees •overseeing management initiatives related to ESG matters •reviewing and recommending to the Board a set of corporate governance guidelines •overseeing risks related to the composition and structure of the Board and its committees and the Company’s corporate governance practices
Jorge A. Junquera
Aldo J. Polak
Alan H. Schumacher

•Met once during 2022
•Must consist of at least 3 Board members (including a chairperson) who must meet at least once a year
•Each member qualifies as “independent” under applicable NYSE rules


Olga Botero, Chairperson			Responsibilities and oversight: •assisting the Board in overseeing the integrity of the Company’s information and technology (“IT”) system, IT-related risks, IT security and cybersecurity, and IT infrastructure and strategy •advising and making recommendations to the Board regarding the state of the Company’s cybersecurity preparedness, and reviewing the threat landscape facing the Company •reviewing and reassessing the adequacy of the Company’s IT program, policies and procedures and recommending proposed changes to the Board for approval, if required •overseeing the Company’s internal IT Governance Committee •monitoring and evaluating the effectiveness of the Company’s IT security and cybersecurity protocols, including IT disaster recover capabilities
Kelly Barrett
Frank G. D’Angelo
Iván Pagán

•Met 5 times during 2022
•Must consist of at least 3 Board members (including a chairperson) who must meet at least twice a year
•Each member qualifies as “independent” under applicable NYSE rules


Annual Retainers	Chair			Member
Board Retainer: Cash + Equity Compensation	$	305,000	(1)	$	215,000	(2)
Committee Retainers (in addition to Board compensation):(3)
Audit Committee	$	25,000		$	12,500
Compensation Committee	$	20,000		$	10,000
Nominating and Corporate Governance Committee	$	10,000		$	5,000
Information Technology Committee	$	10,000		$	5,000


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			Grant Date: June 1, 2022 RSUs (#)
Frank G. D’Angelo			4,683
Kelly Barrett			3,496
Olga Botero			3,496
Jorge A. Junquera			3,496
Iván Pagán			3,496
Aldo J. Polak			3,496
Alan H. Schumacher			3,496
Brian J. Smith*			5,738


			We Care We care about our colleagues and our communities.
			Collaboration Be inclusive, valuing diversity.
			Responsibility Own my execution and act ethically.
			Innovation Continuously improve what we do.
			Agility Know and anticipate our customer needs.


			Morgan M. Schuessler, Jr. Age: 52 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: 40 Mr. Castrillo has served as our Executive Vice President, CFO and Treasurer since October 2018. From August 2018 until such appointment, he served as Interim 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 in 2018 until his appointment as Executive Vice President, CFO and Treasurer. 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 also a Certified Public Accountant and a member of the Villanova University Finance Department Advisory Committee.

			Rodrigo Del Castillo Age: 61 Mr. Del Castillo has served as our Executive Vice President since 2020 and as Chief Commercial Officer for Latin America since February 2021. In 2017 he was named Senior Vice President of LATAM Payment Services upon joining the Company as a result of the acquisition of the business formerly known as PayGroup where he previously served as Chief Executive Officer. Mr. Del Castillo has more than 30 years of experience in the development and commercialization of products, IT services and transactional financial solutions. He holds a Bachelor of Science degree in Industrial Engineering from the Universidad de Santiago in Chile and a Master of Business Management from the Universidad Adolfo Ibáñez, also in Chile.

			Alberto López-Gaffney Age: 51 Mr. López-Gaffney has served as our Executive Vice President of Corporate Development since March 2023, leading the Company’s global corporate development efforts. Prior to joining the Company, he was the Chief Financial Officer of Despegar, an online travel company with operations accross 20 countries in Latin America. From 2017 to 2018, he was the CFO of TGLT S.A., a real-estate developer, where he led the acquisition and integration of Argentina’s largest construction company. Prior to these, he held senior management positions at Itaú BBA as head of investment banking for Latin America, and Morgan Stanley & Co. in New York, as head of the Southern Cone region leading various M&A and capital raising transactions. Mr. López-Gaffney brings over 25 years of financial and deal experiences in the Americas. He holds an MBA in Business Administration from Harvard University and a Master of Science in Industrial Engineering from the Universidad Católica in Argentina.


			Alexandra López-Soler Age: 52 Ms. López-Soler was named Executive Vice President in February 2022 and Chief Marketing Officer in August 2022. She joined the Company in 2018 as our Senior Vice President of Marketing and Communications. Before joining Evertec, she served as Chief Marketing and Audience Officer at GFR Media, a communications company, from 2016 to 2018. She also held various executive level positions at GFR Media, Oriental Bank and Doral Bank. Ms. López-Soler has over twenty years of experience in the marketing industry, with emphasis on digital media, financial technology, and banking. Ms. López-Soler earned a Bachelor of Arts in political science and Italian from Tufts University, and holds an MBA from the University of Michigan Ross School of Business.

			Paola Pérez Age: 39 Ms. Pérez has served as our Executive Vice President since February 2018 and Group Head of Puerto Rico 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, a non-profit organization.

			Luis A. Rodríguez Age: 45 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 holds a Juris Doctor from Stanford Law School.

			Guillermo Rospigliosi Age: 49 Mr. Rospigliosi has served as our Executive Vice President since 2016 and as Group Head of Latin America since August 2022. Prior to that he led the Product, Marketing and Innovation division from 2016 until his appointment as Chief Product and Innovation Officer in February 2020, a role he held until August 2022. Before joining the Company in 2016, he served as Chief Risk Officer for Visa in Latin America and before that he was the Managing Director for Latin America at CyberSource, a Visa subsidiary. He graduated from the Universidad de Lima with a Bachelor of Science in Business Administration and holds an MBA from the University of Texas in Austin.


			Diego Viglianco Age: 53 Mr. Viglianco has served as our Executive Vice President and COO since June 2021, 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., a digital financial ACH/real time payments company headquarters in Argentina, from July 2019 to February 2021. 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: 50 Mr. Vizcarrondo has served as our 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 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 in 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 member of the Banco Popular Foundation, and as director for 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.


Name			Title
Morgan M. Schuessler, Jr.			President and Chief Executive Officer
Joaquín A. Castrillo			Executive Vice President, Chief Financial Officer and Treasurer
Luis A. Rodríguez			Executive Vice President, Chief Legal and Administrative Officer, and Secretary of the Board
Diego Viglianco			Executive Vice President and Chief Operating Officer
Miguel Vizcarrondo			Executive Vice President and Chief Product and Innovation Officer


Peer Group
ACI Worldwide	EVO Payments	MoneyGram International
Black Knight	ExlService Holdings	Q2 Holdings
CSG Systems International	Green Dot Corp.	Repay Holdings Corporation
Euronet Worldwide	Jack Henry & Associates	WEX
Everi Holdings	International Money Express	Verra Mobility


Name	2022 Base Salary ($)(1)	2021 Base Salary ($)(1)	Percent Change (%)
Morgan M. Schuessler, Jr.	800,000	762,200	5%
Joaquín A. Castrillo	397,838	386,250	3%
Luis A. Rodríguez	370,000	329,600	12%
Diego Viglianco	395,000	330,000	20%
Miguel Vizcarrondo	381,924	370,800	3%


Metric	Weight	Threshold (95%) (000's)	Target (100%) (000's)	Maximum (110%) (000's)
Revenues	40%	$572,090	$602,200	$662,420
Adjusted Net Income	60%	$170,715	$179,700	$197,670


Metric	Performance (000's)	% Difference (Target)	Payment Score	Weighted Score
Revenues	$618,013	2.63%	113.13%	45.25%
Adjusted Net Income	$173,860	-3.25%	67.50%	40.50%
CORPORATE PERFORMANCE METRIC PAYOUT SCORE:				86%


NEOs	Target Cash Incentive Percentage	Corporate Performance Percentage(1)	Business Metric Percentage(1)	Individual Performance Percentage(1)	Target Cash Incentive	Actual Cash Incentive Payout(1)
Morgan M. Schuessler, Jr.	125%	90%	—%	10%	$1,000,000	$871,777
Joaquín A. Castrillo	85%	90%	—%	10%	$338,162	$294,802
Luis A. Rodríguez	75%	75%	—%	25%	$277,500	$240,911
Diego Viglianco	85%	75%	—%	25%	$335,750	$310,031
Miguel Vizcarrondo	85%	20%	60%	20%	$324,635	$325,124


NEOs	Corporate ($)	Business ($)	Individual ($)
Morgan M. Schuessler, Jr.	784,599	—	87,178
Joaquín A. Castrillo	265,322	—	29,480
Luis A. Rodríguez	180,683	—	60,228
Diego Viglianco	232,523	—	77,508
Miguel Vizcarrondo	65,025	195,074	65,025


Name	Long-Term Equity Incentive Total Award Value ($)	RSUs Granted
		Time-Based (#)(1)	Performance-Based (#)(2)	Total (#)
Morgan M. Schuessler, Jr.	5,750,000	48,540	79,369	127,909
Joaquín A. Castrillo	1,550,000	14,954	19,749	34,703
Luis A. Rodríguez(3)	1,175,000	17,014	10,830	27,844
Diego Viglianco	1,300,000	12,542	16,564	29,106
Miguel Vizcarrondo	1,300,000	12,542	16,564	29,106


Performance Level*	Evertec 1-Year Adj. EBITDA for 2022 (amounts in millions)($)	Payout Percentage
Maximum	302.8	200%
Target	275.3	100%
Threshold	267.0	60%
Less Than Threshold	267.0	0%


Performance Level*	Company Percentile Rank vs. Russell 2000 Index	Relative TSR Multiplier
Maximum	75th Percentile or Above	1.25
Target	50th Percentile	1.00
Threshold	35th Percentile or Below	0.75