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EVERTEC, Inc.

For the period ended May 23, 2024. Filed Apr 10, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 23, 2024 · Filed Apr 10, 2024

EVTC$33.55-1.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101-)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrantý

Filed by a Party other than the Registrant☐

Check the appropriate box:

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

EVERTEC, Inc.

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ýNo 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

Notice of Annual Meeting of Stockholders

May 23, 2024, 9:00 a.m. Atlantic Standard Time

www.virtualshareholdermeeting.com/EVTC2024

Dear Stockholder:

On behalf of the Board of Directors and officers of Evertec, Inc. we are pleased to invite you to attend our 2024 Annual Meeting of Stockholders to be held virtually on Thursday, May 23, 2024 at 9:00 a.m. Atlantic Standard Time.

At our virtual Annual Meeting you will be able to attend, vote your shares, and submit questions by visitingwww.virtualshareholdermeeting.com/EVTC2024. During the Annual Meeting, you will be asked to vote on three proposals described in detail in the accompanying Notice of the Annual Meeting and Proxy Statement. The Proxy Statement also contains other information that you should read and consider before voting.

Your vote is very important to us. Whether or not you expect to attend the Annual Meeting, please submit your proxy or voting instructions over the Internet, telephone, or by mail as soon as possible to ensure that your shares are represented at the Annual Meeting and your vote is properly recorded. If you decide to attend the Annual Meeting remotely, you will be able to vote during the Annual Meeting, even if you previously submitted your proxy.

If you have any questions concerning the Annual Meeting, and you are the stockholder of record of your shares, please contact our Investor Relations department at IR@evertecinc.com or (787) 773-5442. If your shares are held by a bank, broker, or other nominee, please contact your bank, broker or other nominee for questions concerning the Annual Meeting.

Sincerely,

Frank G. D’AngeloChairman of the BoardMorgan M. Schuessler, Jr.President and CEO

Notice of the 2024 Annual Meeting of Stockholders

Date and timeVirtual meeting accessRecord Date
Thursday, May 23, 2024 at 9:00 a.m. Atlantic Standard TimeTo access the Annual Meeting, please visit:www.virtualshareholdermeeting.com/EVTC2024Close of business on March 28, 2024

Items of business

Company proposals to be voted on at the Annual Meeting:Board voting recommendation:
1. Election of directorsFOR each director nominee
2. Advisory vote on executive compensationFOR
3. Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firmFOR

Stockholders may also transact any other business that may be properly brought before the Annual Meeting or any continuation, postponement or adjournment thereof.

Cast your vote

At the Annual MeetingVisit www.virtualshareholdermeeting.com/EVTC2024. You will need the 16-digit number included in your proxy card or Notice.
InternetVisit www.proxyvote.com. You will need the 16-digit number included in your proxy card or Notice.
QR CodeScan 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.
PhoneCall 1-800-690-6903. You will need the 16-digit number included in your proxy card or Notice.
MailSend your completed and signed proxy card to the address shown on your proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING

The Company’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2023 are available atwww.proxyvote.com. Your vote is important to us. Please exercise your stockholder right to vote.

By order of the Board of Directors,

Luis A. Rodríguez

Executive Vice President, Chief Legal and Administrative Officer, and Secretary of the Board

Frequently used defined terms and acronyms in this Proxy Statement

Except as otherwise indicated or unless the context requires otherwise, the terms “Evertec,” “we,” “us,” “our Company,” and “the Company” refer to Evertec, Inc. and its subsidiaries on a consolidated basis. The following terms are listed in alphabetical order.

TermDefinition
2013 PlanEvertec, Inc. 2013 Equity Incentive Plan
2022 PlanEvertec, Inc. 2022 Incentive Award Plan
Adjusted EBITDAEBITDA 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 shareAdjusted 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 IncomeNet income adjusted to exclude unusual items and other adjustments
Annual Meeting2024 Annual Meeting of Stockholders of Evertec, Inc. to be held virtually on Thursday, May 23, 2024 at 9:00 a.m. Atlantic Standard Time, by accessing www.virtualshareholdermeeting.com/EVTC2024
BoardBoard of Directors of Evertec
BylawsAmended and Restated Bylaws of Evertec, effective as of May 25, 2023
CD&ACompensation Discussion & Analysis section of this Proxy Statement
CEOChief Executive Officer
Certificate of IncorporationAmended and Restated Certificate of Incorporation of Evertec, effective as of May 25, 2023
CFOChief Financial Officer
COOChief Operating Officer
Credit AgreementRefers 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
DeloitteDeloitte & Touche LLP
EBITDAEarnings before interest, taxes, depreciation, and amortization
EBITDA RSUsRSUs earned based on the Adjusted EBITDA performance
ERMEnterprise Risk Management
ESGEnvironmental, social and governance
ETEastern Daylight Time
EvertecEvertec, Inc.
Evertec GroupEvertec Group, LLC
Exchange ActThe Securities Exchange Act of 1934, as amended
FW CookFrederic W. Cook & Co., an executive compensation consulting firm
GAAPGenerally accepted accounting principles in the United States of America
ITInformation technology
NEONamed executive officer, pursuant to Item 402 of Regulation S-K
NoticeNotice of Internet Availability of proxy materials in relation to the Annual Meeting
NYSEThe New York Stock Exchange
paySmartPaysmart Pagamentos Eletronicos Ltda
Record DateMarch 28, 2024
RSUsRestricted stock units
SECUnited States Securities and Exchange Commission
Securities ActSecurities Act of 1933, as amended
Shareworks by Morgan StanleyEvertec’s equity incentive plan platform
SinqiaSinqia, S.A. and its subsidiaries
TSRTotal stockholder return

Company governance documents and resources

Governance documents: https://ir.evertecinc.com/govdocsESG resources:
Anticorruption PolicyESG summary: https://www.evertecinc.com/en/our-purpose/
Code of Ethics
Code of Ethics for Vendors and Service ProvidersESG website: https://www.evertecinc.com/en/our-purpose/
Corporate Governance Guidelines
Human Rights PolicyInvestor relations: https://ir.evertecinc.com
Insider Trading Policy
Related Party Transactions PolicyProxy Statement: https://ir.evertecinc.com
Board committee charters: https://ir.evertecinc.com/govdocs
Audit Committee Charter
Compensation Committee Charter
Nominating and Corporate Governance Committee Charter
Information Technology Committee Charter

Evertec®, ATH®, ATH Móvil® and RiskCenter 360® are trademarks of Evertec or its subsidiaries in the United States of America and/or other countries. Links to websites included in this Proxy Statement are provided solely for convenience purposes. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with the SEC.

Table of contents

Proxy Statement summary1
Message from our President and CEO1
Summary—director nominees2
ESG highlights3
Results of the 2023 advisory vote on executive compensation3
Executive target compensation mix3
Proposal 1: Election of directors4
Information about director nominees4
Corporate governance8
Overview8
Board composition8
Board committees9
Director qualifications12
Board leadership structure13
Executive sessions13
Chairman duties13
Director compensation13
Director attendance matters15
Board and committee evaluations15
Indemnification of directors and officers15
Risk oversight16
Cybersecurity17
Procedures for communications with the Board17
Management succession planning17
Shareholder engagement17
Code of Ethics18
Environmental, social and governance (ESG) matters18
Biographical information of our executive officers20
Executive officers20
Proposal 2: Advisory vote on executive compensation22
Overview22
Compensation discussion and analysis23
Performance highlights23
Outside advisors24
Executive compensation highlights24
Named executive officers (NEOs)25
Compensation philosophy and objectives25
Say-on-pay26
Role of executive officers in compensation decisions26
Competitive compensation practices26
Elements of compensation27
Base salary27
Annual cash incentive27
Long-term equity incentives29
Other compensation32
Compensation risk assessment33
Tax deductibility of executive compensation33
Stock Ownership Guidelines33
Anti-pledging and anti-hedging policies34
Clawback Policy34
Summary compensation table35
Grants of plan-based awards36
Outstanding equity awards at fiscal year end37
Stock vested38
Employment agreements38
Severance policy38
Potential payments upon termination of employment39
Potential payments upon change in control40
Payments upon termination or a change in control42
Compensation committee interlocks and insider participation42
Pension benefits and non-qualified deferred compensation42
Compensation Committee Report43
CEO Pay Ratio44
Overview44
Pay versus performance45
Overview45
Security ownership49
Overview49
Security ownership of certain beneficial owners49
Security ownership of management49
Proposal 3: Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm51
Overview51
Principal accounting fees and services51
Audit Committee Report53
Certain relationships and related party transactions54
Related Party Transactions Policy54
Related Party Transactions54
Proxy Statement for the 2024 Annual Meeting55
General55
Record Date and shares outstanding56
Quorum56
Voting of proxies56
Voting of shares56
Required votes/effect of abstentions and broker non-votes56
How you can vote57
Revocation of proxies58
Voting results58
Solicitation58
Householding of proxy materials58
Other matters59
Stockholder proposals for the 2025 annual meeting of stockholders59
Other business59
Appendix Ai
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.