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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

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

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 timeVirtual meeting accessRecord Date
Thursday, May 22, 2025 at 9:00 a.m. Atlantic Standard TimeTo access the Annual Meeting, please visit:www.virtualshareholdermeeting.com/EVTC2025Close 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 MeetingVisit www.virtualshareholdermeeting.com/EVTC2025. 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, 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.

TermDefinition
2022 PlanEvertec, 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 IncomeNet income adjusted to exclude unusual items and other adjustments
Annual Meeting2025 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
BoardBoard of Directors of Evertec, Inc.
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
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., Inc., an executive compensation consulting firm
GAAPGenerally accepted accounting principles in the United States of America
GrandataGrandata, Inc.
ITInformation technology
M&AMergers and acquisitions
NEONamed executive officer, pursuant to Item 402 of Regulation S-K
NoticeNotice of Internet Availability of proxy materials in relation to the Annual Meeting
NubityNubity, Inc.
NYSEThe New York Stock Exchange
paySmartPaysmart Pagamentos Eletronicos Ltda
Performance-based RSUsRSUs earned based on the Adjusted EBITDA performance and TSR modifier
Record DateMarch 28, 2025
RSUsRestricted stock units
SECUnited States Securities and Exchange Commission
Securities ActThe Securities Act of 1933, as amended
Shareworks by Morgan StanleyEvertec’s equity incentive plan platform
SinqiaSinqia, S.A. and its subsidiaries
TSRTotal stockholder return
ZunifyZunify 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 Summary1
Proposal 1 Election of Directors4
Information About Director Nominees4
Biographical Information of our Executive Officers10
Executive Officers10
Corporate Governance13
Overview13
Board Composition13
Board Committees14
Director Qualifications16
Board Leadership Structure17
Executive Sessions18
Chairman Duties18
Director Compensation18
Director Attendance Matters19
Board and Committee Evaluations19
Indemnification of Directors and Officers20
Risk Oversight20
Cybersecurity21
Procedures for Communications With the Board21
Management Succession Planning22
Code of Ethics22
Our Vision, Mission and Values22
Executive Compensation24
Introduction to the Compensation Discussion and Analysis24
Compensation Discussion and Analysis25
NEOs25
Performance Highlights25
Executive Compensation Highlights26
Compensation Philosophy Objectives26
Stockholder Engagement and Response to 2024 Say-on-Pay Vote27
Role of Executive Officers in Compensation Decisions29
Outside Advisors29
Competitive Compensation Practices30
Elements of Compensation31
Base Salary31
Annual Cash Incentive31
Long-term Equity Incentives33
Other Compensation36
Compensation Risk Assessment37
Stock Ownership Guidelines38
Equity Grant Practices38
Clawback Policy38
Insider Trading Policy39
Compensation Committee Report40
Summary Compensation Table41
Grants of Plan-based Awards42
Outstanding Equity Awards at Fiscal Year End43
Stock Vested44
Employment Agreements44
Severance Policy44
Potential Payments Upon Termination of Employment45
Potential Payments Upon Change in Control47
Payments Upon Termination or a Change in Control48
Compensation Committee Interlocks and Insider Participation48
Pension Benefits and Non-qualified Deferred Compensation49
Tax Deductibility of Executive Compensation49
Proposal 2 Advisory Vote on Executive Compensation50
Overview50
CEO Pay Ratio51
Overview51
Pay Versus Performance52
Overview52
Security Ownership56
Overview56
Security Ownership of Certain Beneficial Owners56
Security Ownership of Management56
Securities Authorized for Issuance Under Equity Compensation Plans57
Delinquent 16(a) Reports58
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, 202559
Overview59
Principal Accounting Fees and Services59
Audit Committee Report61
Certain Relationships and Related Party Transactions62
Related Party Transactions Policy62
Related Party Transactions62
Proxy Statement for the 2025 Annual Meeting63
General63
Questions and Answers About the Annual Meeting63
Record Date and Shares Outstanding64
Quorum64
Voting of Proxies64
Voting of Shares64
Required Votes/Effect of Abstentions and Broker Non-Votes64
How You Can Vote65
Revocation of Proxies66
Voting Results66
Solicitation66
Householding of Proxy Materials66
Other Matters68
Stockholder Proposals for the 2026 Annual Meeting of Stockholders68
Other Business68
Appendix A: Reconciliation of GAAP and Non-GAAP Financial MeasuresA-1
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.