EVERTEC, Inc DEF 14A, filed Apr 7, 2025

EVERTEC, Inc. (EVTC)

DEF 14A 2025-04-07 For: 2025-05-22

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Added on June 12, 2026

About this DEF 14A

EVERTEC, Inc filed this DEF 14A on April 7, 2025.

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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, 2025.		FOR


At the Annual Meeting			Visit www.virtualshareholdermeeting.com/EVTC2025. 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
Annual Meeting			2025 Annual Meeting of Stockholders of Evertec, Inc. to be held virtually on Thursday, May 22, 2025 at 9:00 a.m. Atlantic Standard Time, by accessing www.virtualshareholdermeeting.com/EVTC2025
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
ESG			Environmental, social and governance
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
paySmart			Paysmart Pagamentos Eletronicos Ltda
Performance-based RSUs			RSUs earned based on the Adjusted EBITDA performance and TSR modifier
Record Date			March 28, 2025
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
TSR			Total stockholder return
Zunify			Zunify Payments Ltda.


Evertec, Inc.
Proxy Statement and Notice of 2025 Annual Meeting of Stockholders


May 22, 2025, 9:00 a.m. Atlantic Standard Time www.virtualshareholdermeeting.com/EVTC2025 These materials were first sent or made available to stockholders on April 7, 2025


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:
ESG summary: https://www.evertecinc.com/en/our-purpose/
ESG website: https://www.evertecinc.com/en/our-purpose/
Investors: https://ir.evertecinc.com
Proxy Statement: https://ir.evertecinc.com


Proxy Statement S ummary			1
Proposal 1 Election of D irectors			4
Information A bout D irector N ominees			4
Biographical Information of our Executive Officers			10
Executive Officers			10
Corporate G overnance			13
Overview			13
Board C omposition			13
Board C ommittees			14
Director Q ualifications			16
Board L eadership S tructure			17
Executive S essions			18
Chairman D uties			18
Director C ompensation			18
Director A ttendance M atters			19
Board and C ommittee E valuations			19
Indemnification of D irectors and O fficers			20
Risk O versight			20
Cybersecurity			21
Procedures for C ommunications W ith the Board			21
Management S uccession P lanning			22
Code of Ethics			22



Our Vision, Mission and Values			22
Executive Compensation			24
Introduction to the Compensation Discussion and Analysis			24
Compensation D iscussion and A nalysis			25
NEOs			25
Performance Highlights			25
Executive Compensation Highlights			26
Compensation Philosophy Objectives			26
Stockholder Engagement and Response to 2024 Say-on-Pay Vote			27
Role of Executive Officers in Compensation Decisions			29
Outside Advisors			29
Competitive Compensation Practices			30
Elements of Compensation			31
Base Salary			31
Annual Cash Incentive			31
Long-term Equity Incentives			33
Other Compensation			36
Compensation Risk Assessment			37
Stock Ownership Guidelines			38
Equity Grant Practices			38
Clawback Policy			38
Insider Trading Policy			39
Compensation Committee Report			40
Summary Compensation Table			41
Grants of Plan-based Awards			42
Outstanding Equity Awards at Fiscal Year End			43
Stock Vested			44
Employment Agreements			44


Severance Policy			44
Potential Payments Upon Termination of Employment			45
Potential Payments Upon Change in Control			47
Payments Upon Termination or a Change in Control			48
Compensation Committee Interlocks and Insider Participation			48
Pension Benefits and Non-qualified Deferred Compensation			49
Tax Deductibility of Executive Compensation			49
Proposal 2 Advisory Vote on Executive Compensation			50
Overview			50
CEO Pay Ratio			51
Overview			51
Pay V ersus P erformance			52
Overview			52
Security O wnership			56
Overview			56
Security O wnership of C ertain B eneficial O wners			56
Security O wnership of M anagement			56
Securities Authorized for Issuance Under Equity Compensation Plans			57
Delinquent 16(a) R eport s			58
Proposal 3 Ratification of A ppointment of Deloitte & Touche LLP as the Company’s I ndependent R egistered P ublic A ccounting F irm for the fiscal Y ear E nd ing December 31, 2025			59
Overview			59
Principal A ccounting F ees and S ervices			59
Audit Committee Report			61
Certain R elationships and R elated P arty T ransactions			62
Related Party Transactions Policy			62
Related Party Transactions			62
Proxy Statement for the 202 5 Annual Meeting			63
General			63
Questions and Answers About the Annual Meeting			63
Record Date and Shares Outstanding			64
Quorum			64
Voting of P roxies			64
Voting of S hares			64
Required V otes/E ffect of A bstentions and B roker N on-V otes			64
How Y ou C an V ote			65
Revocation of P roxies			66
Voting R esults			66
Solicitation			66
Householding of P roxy M aterials			66
Other M atters			68
Stockholder P roposals for the 202 6 A nnual M eeting of S tockholders			68
Other Business			68
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


			Morgan M. Schuessler, Jr. Age: 54 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: 42 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.

			Diego Viglianco Age: 55 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. from July 2019 to February 2021, a digital financial ACH/real time payments company headquarters 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.

			Claudio Almeida Prado Age: 61 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: 49 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.

			Karla Cruz Age: 40 Ms. Cruz has served as our Senior Vice President, Chief Accounting Officer, and Assistant Treasurer since April 1, 2024. Ms. Cruz has served as the Company’s Vice President of Finance since July 2019 with increasing responsibilities including Assistant Treasurer since April 2020, and Corporate Tax Director since August 2020. She has over 16 years of experience in finance and accounting. Prior to joining the Company, Ms. Cruz worked for PricewaterhouseCoopers LLP 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 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.

			Paola Pérez Age: 41 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: 47 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.


			Miguel Vizcarrondo Age: 52 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 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 president 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.


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 Nominating and Corporate Governance Committee


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


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


Audit Committee
Met 13 times during 2024
Members:
Alan H. Schumacher, Chairperson • Olga Botero • Virginia Gambale • Jorge A. Junquera • Iván Pagán


Compensation Committee
Met 4 times during 2024
Members:
Frank G. D’Angelo, Chairperson • Kelly Barrett • Aldo J. Polak • Brian J. Smith


Nominating and Corporate Governance Committee
Met once during 2024
Members:
Brian J. Smith, Chairperson • Frank G. D’Angelo • Jorge A. Junquera • Alan H. Schumacher


Information Technology Committee
Met 5 times during 2024
Members:
Olga Botero, Chairperson • Kelly Barrett • Virginia Gambale • Iván Pagán • Aldo J. Polak


Annual Retainers	Chair			Member
Board Retainer: Cash + Equity Compensation	$	325,000	(1)	$	235,000	(2)
Committee Retainers (in addition to Board compensation): Cash Compensation Only
Audit Committee	$	25,000		$	12,500
Compensation Committee	$	20,000		$	10,000
Nominating and Corporate Governance Committee	$	21,000		$	7,000
Information Technology Committee	$	21,000		$	7,000


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	154,500	197,500	352,000
Kelly Barrett	99,500	152,500	252,000
Olga Botero	116,000	152,500	268,500
Virginia Gambale	102,000	152,500	254,500
Jorge A. Junquera	102,000	152,500	254,500
Iván Pagán	102,000	152,500	254,500
Aldo J. Polak	99,500	152,500	252,000
Alan H. Schumacher	114,500	152,500	267,000
Brian J. Smith*	31,000	235,000	266,000


Name			RSUs (#)
Frank G. D’Angelo			5,634
Kelly Barrett			4,350
Olga Botero			4,350
Virginia Gambale			4,350
Jorge A. Junquera			4,350
Iván Pagán			4,350
Aldo J. Polak			4,350
Alan H. Schumacher			4,350
Brian J. Smith*			6,704



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 in 2024 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 enhanced our 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. We enhanced 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 have enhanced our 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	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


NEOs	2024 Base Salary ($)(1)	2023 Base Salary ($)(2)	Percent Change (%)
Morgan M. Schuessler, Jr.	856,960	832,000	3
Joaquín A. Castrillo	463,500	450,000	3
Diego Viglianco	463,500	450,000	3
Paola Pérez	405,183	393,382	3
Luis A. Rodríguez	405,183	393,382	3


Metric ($ in 000's)	Weight	Threshold (90%)	Target (100%)	Maximum (110%)
Adjusted Net Income	60%	$169,020	$187,800	$206,580
Revenues	40%	$763,470	$848,300	$933,130


Metric	Performance (000's)	% Difference (Target)	Payment Score	Weighted Score
Adjusted Net Income	$212,369	13%	150.00%	90.00%
Revenues	$842,113	(0.73)%	96.35%	38.54%
CORPORATE PERFORMANCE METRIC PAYOUT SCORE:				128.54%


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	1,652,322
Joaquín A. Castrillo	85	90	—	10	393,975	489,540
Diego Viglianco	85	60	—	40	393,975	506,421
Paola Pérez	85	20	60	20	344,406	424,888
Luis A. Rodríguez	85	70	—	30	344,406	430,405


NEOs	Corporate ($)	Business ($)	Individual ($)
Morgan M. Schuessler, Jr.	1,487,089	—	165,232
Joaquín A. Castrillo	455,779	—	33,761
Diego Viglianco	303,852	—	202,568
Paola Pérez	88,541	247,807	88,541
Luis A. Rodríguez	309,892	—	132,811