EVERTEC, Inc.
For the period ended May 21, 2026. Filed Apr 7, 2026.
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May 21, 2026 · Filed Apr 7, 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)) |
| 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 Statement
and Notice of 2026
Annual Meeting of Stockholders
May 21, 2026, 9:00 a.m. Atlantic Standard Timewww.virtualshareholdermeeting.com/EVTC2026These materials were first sent or made available to stockholders on April 7, 2026
Dear Fellow Stockholders:
EVERTEC delivered another year of record revenue in 2025, reflecting consistent execution across our core markets and continued progress on our long‑term strategy. Throughout the year, the Company delivered solid financial performance while progressing key strategic initiatives that further position Evertec for sustainable growth and long‑term value creation.
A significant milestone in 2025 was the continued expansion and diversification of our business across Latin America. During the fourth quarter, we completed the acquisition of Tecnobank, a leading fintech vendor in Brazil’s digital vehicle financing contract registration market, which further strengthens our software platform capabilities in the region. As a result of our organic growth and strategic acquisitions, more than 40% of Evertec’s revenues are now generated outside of Puerto Rico, reflecting the successful evolution of our growth profile.
Operationally, Evertec delivered strong performance across its segments. Latin America continued to generate robust growth supported by organic expansion, successful integrations, and a reacceleration of our business in Brazil. In Puerto Rico, favorable economic conditions, continued adoption of ATH Móvil, and healthy transaction trends supported steady performance. Management also maintained a disciplined approach to cost management and capital allocation, preserving strong margins while effectively managing known headwinds.
In parallel, the Company continued to invest in innovation and future‑ready capabilities. In 2025, Evertec expanded the use of artificial intelligence across select products and internal processes, including risk management, fraud monitoring, credit decisioning, and software delivery. These initiatives are governed by a robust framework emphasizing data security, responsible AI, and centralized oversight, ensuring that innovation supports long‑term value creation.
The Board remains deeply engaged in overseeing the execution of Evertec’s strategy. Directors regularly engage with management to review performance, assess strategic opportunities, and evaluate potential acquisitions that support diversification and growth. The Board also remains focused on maintaining a strong balance sheet and ensuring that capital deployment continues to align with stockholder interests.
Looking ahead, Evertec is well positioned to build on its momentum in 2026. Supported by a strong business and M&A pipeline, continued organic growth opportunities, and a clear focus on innovation and operational excellence, we are confident in the Company´s prospects for the year.
On behalf of the Board, we thank you for your continued confidence and support.
Sincerely,
Frank G. D’AngeloChairman of the Board
Cupey Center Building, Road 176, Kilometer 1.3,
San Juan, Puerto Rico 00926
Notice of the 2026 Annual Meeting of Stockholders
| Date and time | Virtual meeting access | Record Date |
|---|---|---|
| Thursday, May 21, 2026at 9:00 a.m. Atlantic Standard Time | To access the Annual Meeting, please visit:www.virtualshareholdermeeting.com/EVTC2026 | Close of business on March 27, 2026 |
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, 2026. | 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/EVTC2026. 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, 2025 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 |
| AI | Artificial Intelligence |
| Annual Meeting | 2026 Annual Meeting of Stockholders of Evertec, Inc. to be held virtually on Thursday, May 21, 2026 at 9:00 a.m. Atlantic Standard Time, by accessing www.virtualshareholdermeeting.com/EVTC2026 |
| B2B | Business-to-business |
| 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 |
| 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 |
| Performance-based RSUs | RSUs earned based on the Adjusted EBITDA performance and TSR modifier |
| Record Date | March 27, 2026 |
| 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 |
| Tecnobank | Tecnobank Tecnologia Bancária S.A. |
| Time-based RSUs | RSUs earned based on continued service with vesting on a future specified date or dates |
| 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, 2025.
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:
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 | 5 |
| Information About Director Nominees | 5 |
| Biographical Information of our Executive Officers | 11 |
| Executive Officers | 11 |
| Corporate Governance | 14 |
| Overview | 14 |
| Board Composition | 14 |
| Board Committees | 15 |
| Director Qualifications | 17 |
| Board Leadership Structure | 18 |
| Executive Sessions | 19 |
| Chairman Duties | 19 |
| Director Compensation | 19 |
| Director Attendance Matters | 20 |
| Board and Committee Evaluations | 21 |
| Indemnification of Directors and Officers | 21 |
| Risk Oversight | 22 |
| Cybersecurity | 22 |
| Procedures for Communications With the Board | 23 |
| Management Succession Planning | 23 |
| Code of Ethics | 23 |
| Our Vision, Mission and Values | 24 |
| Executive Compensation | 25 |
| Introduction to the Compensation Discussion and Analysis | 26 |
| Compensation Discussion and Analysis | 26 |
| NEOs | 26 |
| Leadership Transition | 26 |
| Performance Highlights | 27 |
| Executive Compensation Highlights | 27 |
| Compensation Philosophy and Objectives | 28 |
| Stockholder Engagement | 29 |
| Role of Executive Officers in Compensation Decisions | 31 |
| Outside Advisors | 31 |
| Competitive Compensation Practices | 31 |
| Elements of Compensation | 32 |
| Base Salary | 32 |
| Annual Cash Incentive | 33 |
| Long-term Equity Incentives | 35 |
| Other Compensation | 39 |
| Compensation Risk Assessment | 40 |
| Stock Ownership Guidelines | 40 |
| Equity Grant Practices | 41 |
| Clawback Policy | 41 |
| Insider Trading Policy and Anti-Hedging and Anti-Pledging Prohibitions | 41 |
| Compensation Committee Report | 42 |
| Summary Compensation Table | 43 |
| Grants of Plan-based Awards | 44 |
| Outstanding Equity Awards at Fiscal Year End | 45 |
| Stock Vested | 46 |
| Employment Agreements | 46 |
|---|---|
| Severance Policy | 46 |
| Potential Payments Upon Termination of Employment | 47 |
| Potential Payments Upon Change in Control | 49 |
| Payments Upon Termination or a Change in Control | 50 |
| Compensation Committee Interlocks and Insider Participation | 51 |
| Pension Benefits and Non-qualified Deferred Compensation | 51 |
| Tax Deductibility of Executive Compensation | 51 |
| Proposal 2 Advisory Vote on Executive Compensation | 52 |
| Overview | 52 |
| CEO Pay Ratio | 53 |
| Overview | 53 |
| Pay Versus Performance | 54 |
| Overview | 54 |
| Security Ownership | 58 |
| Overview | 58 |
| Security Ownership of Certain Beneficial Owners | 58 |
| Security Ownership of Management | 58 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 59 |
| Delinquent 16(a) Reports | 59 |
| 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, 2026 | 61 |
| Overview | 61 |
| Principal Accounting Fees and Services | 61 |
| Audit Committee Report | 63 |
| Certain Relationships and Related Party Transactions | 64 |
| Related Party Transactions Policy | 64 |
| Related Party Transactions | 64 |
| Proxy Statement for the 2026 Annual Meeting | 65 |
| General | 65 |
| Questions and Answers About the Annual Meeting | 65 |
| Record Date and Shares Outstanding | 66 |
| Quorum | 66 |
| Voting of Proxies | 66 |
| Voting of Shares | 66 |
| Required Votes / Effect of Abstentions and Broker Non-Votes | 66 |
| How You Can Vote | 67 |
| Revocation of Proxies | 68 |
| Voting Results | 68 |
| Solicitation | 68 |
| Householding of Proxy Materials | 68 |
| Other Matters | 70 |
| Stockholder Proposals for the 2027 Annual Meeting of Stockholders | 70 |
| Other Business | 70 |
| 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.