EVERTEC, Inc.
For the period ended May 22, 2025. Filed Apr 7, 2025.
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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 22, 2025 · Filed Apr 7, 2025
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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)) |
| ý | Definitive 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):
| 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 |
Evertec, Inc.
Proxy Statementand Notice of 2025 Annual Meeting of Stockholders
May 22, 2025, 9:00 a.m. Atlantic Standard Timewww.virtualshareholdermeeting.com/EVTC2025These materials were first sent or made available to stockholders on April 7, 2025
Dear stockholders:
We are pleased to report a strong 2024, marking a significant year for Evertec on multiple fronts. We achieved another record-breaking year in revenue, demonstrating skillful execution across all our core markets. A milestone event of the year was the successful integration of Sinqia, the largest acquisition in our Company’s history. This pivotal achievement has notably advanced our growth strategy and enhanced our presence across Latin America.
While we are proud of these milestones, we recognize there is still much work ahead, and we are excited for the continued progress in the years to come. In 2024, we continued to execute on our acquisition strategy with the additions of Zunify, Grandata and Nubity, further strengthening our products and innovations portfolio. Additionally, we developed a robust business pipeline in Latin America, which is stronger than ever. We also initiated cost efficiency measures that resulted in margins exceeding our expectations for the year. Our strategic progress has proved effective by strong financial results, resulting in an increase in our revenue, Adjusted EBITDA, and Adjusted Earnings per common share, as well as growth across all our business segments in 2024. These achievements position us well for continued growth in 2025, where our primary focus will remain on organic revenue growth, margin optimization and capital allocation.
The Board is deeply committed to supporting the Company’s transformation in alignment with the best interest of our stockholders. Our directors constantly engage with Evertec’s leadership team and key business leaders in overseeing the execution of the Company’s strategy. Directors regularly hold in-depth discussions with Evertec’s executive team and remain focused on the ongoing evaluation of potential transactions that will contribute to diversifying the Company.
Following the Company’s 2024 Say-on-Pay vote, our directors and the executive team led efforts to engage with stockholders owning 73% of the held shares of the Company. We met and held productive discussions with stockholders representing over 60% of those shares. These conversations provided valuable opportunities to hear and learn from our stockholders and share our vision for Evertec. The insights gained from such conversations have been instrumental in shaping this Proxy Statement. Looking ahead, our commitment to delivering efficient and secure solutions to digitalize transactions remains unwavering. We will continue working alongside our stockholders, directors and leadership team to create long-term value for our stockholders.
Sincerely,
Frank G. D’AngeloChairman of the Board
Cupey Center Building, Road 176, Kilometer 1.3,
San Juan, Puerto Rico 00926
Notice of the 2025 Annual Meeting of Stockholders
| Date and time | Virtual meeting access | Record Date |
|---|---|---|
| Thursday, May 22, 2025 at 9:00 a.m. Atlantic Standard Time | To access the Annual Meeting, please visit:www.virtualshareholdermeeting.com/EVTC2025 | Close of business on March 28, 2025 |
Items of Business
| 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 |
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 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. |
| Send 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, 2024 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
Except as otherwise indicated or unless the context otherwise requires, the terms “Evertec,” “we,” “us,” “our,” “our Company,” and “the Company” refer to Evertec, Inc. and its subsidiaries on a consolidated basis. The following terms are listed in alphabetical order.
| 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. |
*EBITDA, Adjusted EBITDA, Adjusted Net Income, and Adjusted Earnings per common share are not required by, or not presented in accordance with, GAAP. See Appendix A for a reconciliation of GAAP and non-GAAP financial measures to our results, as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended on December 31, 2024.
Governance Documents and Resources
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
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.
| Proxy Statement Summary | 1 |
|---|---|
| Proposal 1 Election of Directors | 4 |
| Information About Director Nominees | 4 |
| Biographical Information of our Executive Officers | 10 |
| Executive Officers | 10 |
| Corporate Governance | 13 |
| Overview | 13 |
| Board Composition | 13 |
| Board Committees | 14 |
| Director Qualifications | 16 |
| Board Leadership Structure | 17 |
| Executive Sessions | 18 |
| Chairman Duties | 18 |
| Director Compensation | 18 |
| Director Attendance Matters | 19 |
| Board and Committee Evaluations | 19 |
| Indemnification of Directors and Officers | 20 |
| Risk Oversight | 20 |
| Cybersecurity | 21 |
| Procedures for Communications With the Board | 21 |
| Management Succession Planning | 22 |
| Code of Ethics | 22 |
| Our Vision, Mission and Values | 22 |
| Executive Compensation | 24 |
| Introduction to the Compensation Discussion and Analysis | 24 |
| Compensation Discussion and Analysis | 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 Versus Performance | 52 |
| Overview | 52 |
| Security Ownership | 56 |
| Overview | 56 |
| Security Ownership of Certain Beneficial Owners | 56 |
| Security Ownership of Management | 56 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 57 |
| Delinquent 16(a) Reports | 58 |
| 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, 2025 | 59 |
| Overview | 59 |
| Principal Accounting Fees and Services | 59 |
| Audit Committee Report | 61 |
| Certain Relationships and Related Party Transactions | 62 |
| Related Party Transactions Policy | 62 |
| Related Party Transactions | 62 |
| Proxy Statement for the 2025 Annual Meeting | 63 |
| General | 63 |
| Questions and Answers About the Annual Meeting | 63 |
| Record Date and Shares Outstanding | 64 |
| Quorum | 64 |
| Voting of Proxies | 64 |
| Voting of Shares | 64 |
| Required Votes/Effect of Abstentions and Broker Non-Votes | 64 |
| How You Can Vote | 65 |
| Revocation of Proxies | 66 |
| Voting Results | 66 |
| Solicitation | 66 |
| Householding of Proxy Materials | 66 |
| Other Matters | 68 |
| Stockholder Proposals for the 2026 Annual Meeting of Stockholders | 68 |
| Other Business | 68 |
| Appendix A: Reconciliation of GAAP and Non-GAAP Financial Measures | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.