evtc-20240410

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101-)
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EVERTEC, Inc.

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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 visiting www.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’Angelo Chairman of the Board			Morgan M. Schuessler, Jr. President and CEO

Notice of the 2024 Annual Meeting of Stockholders

Date and time

Virtual meeting access

Record Date

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

To access the Annual Meeting, please visit:

www.virtualshareholdermeeting.com/EVTC2024

Close 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 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

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/EVTC2024. 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.

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 at www.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.


Term			Definition
2013 Plan			Evertec, Inc. 2013 Equity Incentive Plan
2022 Plan			Evertec, Inc. 2022 Incentive Award Plan
Adjusted EBITDA			EBITDA 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 share			Adjusted 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 Income			Net income adjusted to exclude unusual items and other adjustments
Annual Meeting			2024 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
Board			Board of Directors of Evertec
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
EBITDA RSUs			RSUs earned based on the Adjusted EBITDA performance
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., an executive compensation consulting firm
GAAP			Generally accepted accounting principles in the United States of America
IT			Information technology
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
NYSE			The New York Stock Exchange
paySmart			Paysmart Pagamentos Eletronicos Ltda
Record Date			March 28, 2024
RSUs			Restricted stock units
SEC			United States Securities and Exchange Commission
Securities Act			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

Company governance documents and resources


Governance documents: https://ir.evertecinc.com/govdocs						ESG resources:
Anticorruption Policy						ESG summary: https://www.evertecinc.com/en/our-purpose/
Code of Ethics
Code of Ethics for Vendors and Service Providers						ESG website: https://www.evertecinc.com/en/our-purpose/
Corporate Governance Guidelines
Human Rights Policy						Investor relations: https://ir.evertecinc.com
Insider Trading Policy
Related Party Transactions Policy						Proxy 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 summary			1
Message from our President and CEO			1
Summary—director nominees			2
ESG highlights			3
Results of the 202 3 advisory vote on executive compensation			3
Executive target compensation mix			3
Proposal 1: Election of directors			4
Information about director nominees			4
Corporate governance			8
Overview			8
Board composition			8
Board committees			9
Director qualifications			12
Board leadership structure			13
Executive sessions			13
Chairman duties			13
Director compensation			13
Director attendance matters			15
Board and committee evaluations			15
Indemnification of directors and officers			15
Risk oversight			16
Cybersecurity			17
Procedures for communications with the Board			17
Management succession planning			17
Shareholder engagement			17
Code of Ethics			18



Environmental, social and governance (ESG) matters			18
Biographical information of our executive officers			20
Executive officers			20
Proposal 2: Advisory vote on executive compensation			22
Overview			22
Compensation discussion and analysis			23
Performance highlights			23
Outside advisors			24
Executive compensation highlights			24
Named executive officers (NEOs)			25
Compensation philosophy and objectives			25
Say-on-pay			26
Role of executive officers in compensation decisions			26
Competitive compensation practices			26
Elements of compensation			27
Base salary			27
Annual cash incentive			27
Long-term equity incentives			29
Other compensation			32
Compensation risk assessment			33
Tax deductibility of executive compensation			33
Stock Ownership Guidelines			33
Anti-pledging and anti-hedging policies			34


Clawback Policy			34
Summary compensation table			35
Grants of plan-based awards			36
Outstanding equity awards at fiscal year end			37
Stock vested			38

Employment agreements			38
Severance policy			38
Potential payments upon termination of employment			39
Potential payments upon change in control			40
Payments upon termination or a change in control			42
Compensation committee interlocks and insider participation			42
Pension benefits and non-qualified deferred compensation			42
Compensation Committee Report			43
CEO Pay Ratio			44
Overview			44
Pay versus performance			45
Overview			45
Security ownership			49
Overview			49
Security ownership of certain beneficial owners			49
Security ownership of management			49
Proposal 3: Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm			51
Overview			51
Principal accounting fees and services			51
Audit Committee R eport			53
Certain relationships and related party transactions			54
Related Party Transactions Policy			54
Related Party Transactions			54
Proxy Statement for the 202 4 Annual Meeting			55
General			55
Record Date and shares outstanding			56
Quorum			56
Voting of proxies			56
Voting of shares			56
Required votes/effect of abstentions and broker non-votes			56
How you can vote			57
Revocation of proxies			58
Voting results			58
Solicitation			58
Householding of proxy materials			58
Other m atters			59
Stockholder proposals for the 202 5 annual meeting of stockholders			59
Other business			59
Appendix A			i


The Board unanimously recommends that you vote “FOR” the election of each of the director nominees listed below.


			Frank G. D’Angelo Age: 78 Mr. D’Angelo has been Chairman of the Board since February 2014 and a director since September 2013. Since June 2015 he has served as Operating Partner in Hill Path, a private equity partnership, and as a partner in Bridgeport Partners, a private investment firm since June 2019. From May 2019 until October 2021, he served as Executive Vice President and President of NCR Banking. Mr. D’Angelo has over 40 years of experience in the financial services, digital banking and payments industries. He is a former chairman of the Electronic Funds Transfer Association, served on the Payments Advisory Council of the Federal Reserve Bank of Philadelphia, and served as a director for Walsh University (Ohio). Mr. D’Angelo’s experience in the financial services industry, as well as in operations and management, provides great value to our Board.
Chairman of the Board • Director since 2014 • Independent • Compensation Committee Chair • Information Technology Committee

			Morgan M. Schuessler, Jr. Age: 53 Mr. Schuessler has been a director and the Company’s President and CEO since April 2015. Previously, he served as President of International for Global Payments, Inc., overseeing the company’s business outside of the Americas, spanning 23 countries throughout Europe and Asia. Mr. Schuessler currently serves on the board of directors of Endeavor Puerto Rico, the Wharton Executive Education Board, and the Smithsonian Institution National Board. Mr. Schuessler has over 20 years of experience in the payments industry; accordingly, he is well-versed in the intricacies of the Company’s core business and has developed management and oversight skills required to make significant contributions to the Board.
President and CEO • Director since 2015


			Kelly Barrett Age: 59 Ms. Barrett has been a director since May 2021. From 2016 until her retirement in 2020, Ms. Barrett was the Senior Vice President of Home Services at The Home Depot. Ms. Barrett joined The Home Depot in 2003, where she held various senior management positions, including as Vice President of Internal Audit and Corporate Compliance, and Controller. Ms. Barrett currently serves as board member of Piedmont Office Realty Trust, Inc. (NYSE: PDM), The Aaron’s Company, Inc. (NYSE: AAN), and Americold Realty Trust (NYSE: COLD). Her leadership roles in the community currently include serving on the board of the Metro Atlanta YMCA (where she formerly served as chair); the National Association of Corporate Directors, Atlanta Chapter board; the Georgia Tech Foundation Board of Trustees; and as a member of the Advisory Board of Scheller College of Business at Georgia Tech (where she also formerly served as chair). She has previously served on the board of the Girl Scouts of Greater Atlanta and on the non-profit organization Partnership Against Domestic Violence and the Atlanta Rotary Club. She is also a Certified Public Accountant in the state of Georgia and NACD Directorship Certified. Ms. Barrett’s substantial experience in leadership roles, strategy and ERM, coupled with service on several boards, is of great service to the Company.
Director since 2021 • Independent • Compensation Committee • Information Technology Committee

			Olga Botero Age: 60 Ms. Botero has been a director since September 2014. She is the founder and Managing Director of C&S Customer and Strategy, a consulting firm focused on supporting IT and digital and cybersecurity management for leading companies in Latin America, and co-founder and Chair of Seccuri, Inc. From 2011 until January 2024 she was a Senior Advisor to the Boston Consulting Group. She is the Co-Chair of the Women Corporate Directors Foundation Colombia Chapter and a fellow at the National Association of Corporate Directors (NACD) Board Leadership Fellow program. She serves as an independent director of the Altipal S.A.S. Board of Directors since April 2022, serving as chair of their Audit Committee and member of their Innovation Committee. She also serves as an independent member of the Audit Committee of Group Coppel in Mexico, a family-owned group with businesses in retail, financial services and real estate; and as an independent advisor of Grupo Montoya, a family owned group with businesses in music, automobile and real estate in Colombia and Panama. Ms. Botero has over 25 years of experience in leadership roles in financial services, telecommunications and technology. She also has Climate Leadership and ESG certificates issued by the Diligent Institute. Her experience, expertise in cybersecurity and technology, and knowledge of Latin American markets are an asset to the Company.
Director since 2014 • Independent • Audit Committee • Information Technology Committee Chair

			Virginia Gambale Age: 64 Ms. Gambale has been a director since May 2023. Ms. Gambale founded and has served since 2003 as Managing Partner of Azimuth Partners, Inc., a strategic advisory firm that develops growths, innovation and transformation strategies and planning for technology companies. Prior to founding Azimuth in 2003, she worked at Deutsche Bank, where she was a General Partner and Managing Director of ABS Ventures, responsible for the management of the Tech Venture group and Head of Deutsche Bank Strategic Ventures. Before Deutsche Bank, Ms. Gambale was the Chief Information Officer for Global Investment Banking at Merrill Lynch. Ms. Gambale currently serves as a director for Nutanix, Inc. (NYSE: NTNX), Virtu Financial, Inc. (NYSE: VIRT), and Jamf Holding Corp. (NASDAQ: JAMF). She’s also an Adjunct Faculty Member for Colombia University. Her substantial experience in leadership roles, IT and fintech are of great value to the Company.
Director since 2023 • Independent • Audit Committee • Information Technology Committee


			Jorge A. Junquera Age: 75 Mr. Junquera has been a director since April 2012. Since July 2015, he has served as Managing Partner at Kohly Capital, LLC, a private investment company. He has over 40 years of experience in the banking and financial services industries. Until his retirement in 2015, Mr. Junquera was Vice Chairman of the board of directors of Popular, Inc. (“Popular”). Prior to becoming Vice Chairman, he was the Chief Financial Officer of Popular and Supervisor of Popular’s Financial Management Group. He currently serves as a director for Sacred Heart University (PR) and Equalize Community Development Fund (NYSE: EQCDX). Mr. Junquera’s substantial experience managing financial institutions and serving on various boards of directors provides him with unique expertise and valuable perspective to assist the Board.
Director since 2012 • Independent • Audit Committee • Nominating and Corporate Governance Committee

			Iván Pagán Age: 65 Mr. Pagán has been a director since May 2019. For twenty-two years until his retirement in February 2019, Mr. Pagán was the Head of Corporate Development at Popular, where he managed mergers and acquisitions, divestitures, corporate reorganization and strategic alliances for Popular, completing significant transactions in the United States, Latin American, Puerto Rico and the Caribbean. Mr. Pagán currently serves as a member of the board of directors of Centro Financiero BHD in the Dominican Republic. Mr. Pagán’s substantial expertise in financial and M&A matters, experience in the Caribbean and Latin American markets, and knowledge of the Company’s operations are an asset to the Company.
Director since 2019 • Independent • Audit Committee • Information Technology Committee

			Aldo J. Polak Age: 50 Mr. Polak has been a director since May 2019. Mr. Polak founded The ALP Group LLC, which will focus on merchant banking services, and where he serves as Managing Partner since April 2024. From November 2021 until January 2024, he was Managing Director at Mizuho, and from April 2021 until October 2021, he was the Managing Member of Ionos Capital Partners LLC, an investment vehicle company. Prior to that, Mr. Polak served as Chief Investment & Development Officer at Cisneros Group of Companies, a private conglomerate focused on digital advertising, media and entertainment, real estate and new technologies, from April 2019 to April 2021. Before his tenure at Cisneros, he spent over 15 years as an investment banker in Wall Street, including heading the Latin America efforts at LionTree, a global investment and merchant banking firm, from 2013 to March 2019. He currently serves on the boards of two charitable organizations, LatinoU and Reaching U, and is chairman of the latter. He is also involved with Endeavor as a panelist and mentor to entrepreneurs. Mr. Polak’s significant experience in M&A, strategy and corporate development, and his network of corporate relationships in Latin America and in the payments sector provide great value to the Board.
Director since 2019 • Independent • Compensation Committee • Information Technology Committee

			Alan H. Schumacher Age: 77 Mr. Schumacher has been a director since April 2013. For 23 years he worked at American National Can Corporation, a manufacturing company, as well as at American National Can Group Inc, a manufacturer of metal cans, where he served as Vice President, Controller and Chief Accounting Officer until 1997 and as Executive Vice President and Chief Financial Officer from 1997 until his retirement in 2000. He is a former member of the Federal Accounting Standards Advisory Board, and currently serves as a director of Warrior Met Coal, Inc. (NYSE: HCC), Albertsons Companies, Inc. (NYSE: ACI), and Pendrick Capital Partners LLC. Mr. Schumacher has substantial expertise in accounting, reporting, audit and financial matters and, as such, is able to provide valuable contributions to our Board in its oversight functions.
Director since 2013 • Independent • Audit Committee Chair • Nominating and Corporate Governance Committee


			Brian J. Smith Age: 68 Mr. Smith has been a director since February 2016. Mr. Smith served in various executive level positions in The Coca-Cola Company, including as President and Chief Operating Officer from January 2019 until September 2022, and as a senior executive from October 2022 until his retirement in February 2023. From 2016 until December 2018, he served as President of its Europe, Middle East and Africa (EMEA) Group and, prior to that, he held other strategic and management roles. Mr. Smith serves as an independent director for Arca Continental (BMV: AC). He also serves as a director for Intercrew/Mantra Chain, a digital assets decentralized exchange platform headquartered in Switzerland, with operations in Hong Kong, Dubai, the United States, and Brazil, and as an independent director for Grupo Romero, a privately held multinational group headquartered in Perú with operations and companies in various industries and sectors, and presence throughout Latin America. Like other members of the Board, Mr. Smith has substantial managerial experience in Latin America. His extensive expertise in management and corporate strategy makes him a valuable asset to the Company.
Director since 2016 • Independent • Compensation Committee • Nominating and Corporate Governance Committee Chair


Vote Required The vote of the holders, present or represented by proxy, of capital stock of the Company representing a majority of the votes of capital stock of the Company entitled to vote thereon present in person or by proxy at the Annual Meeting is required to elect a director.


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


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

• Met 12 times during 2023
• Must consist of at least 3 Board members (including a chairperson) who must meet at least 4 times a year, including once every fiscal quarter
• All members qualify as “independent” under SEC and NYSE rules, including additional independence requirements applicable to members of an audit committee
• All members are “financially literate” under NYSE rules
• Each of Messrs. Schumacher, Junquera and Pagán is considered a “financial expert” under SEC rules


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

• Met 4 times during 2023
• Must consist of at least 3 Board members (including a chairperson) who must meet at least once a year
• Each member qualifies as “independent” under NYSE rules, including additional independence requirements applicable to members of a compensation committee, and as a “non-employee independent director,” as defined in Section 16b-3 of the Securities Exchange Act


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

• Met once during 2023
• Must consist of at least 3 Board members (including a chairperson) who must meet at least once a year
• Each member qualifies as “independent” under applicable NYSE rules


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Total ($)
Frank G. D’Angelo	153,500	177,500	331,000
Kelly Barrett	97,500	132,500	230,000
Olga Botero	105,000	132,500	237,500
Virginia Gambale(3)	60,164	132,500	192,664
Jorge A. Junquera	101,000	132,500	233,500
Iván Pagán	100,000	132,500	232,500
Aldo J. Polak	97,500	132,500	230,000
Alan H. Schumacher	113,500	132,500	246,000
Brian J. Smith	25,500	217,500	243,000


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

• Met 5 times during 2023
• Must consist of at least 3 Board members (including a chairperson) who must meet at least twice a year


Annual Retainers	Chair			Member
Board Retainer: Cash + Equity Compensation	$	325,000	(1)	$	235,000	(2)
Committee Retainers (in addition to Board compensation):(3)
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			RSUs (#)
Frank G. D’Angelo			5,075
Kelly Barrett			3,788
Olga Botero			3,788
Virginia Gambale			3,788
Jorge A. Junquera			3,788
Iván Pagán			3,788
Aldo J. Polak			3,788
Alan H. Schumacher			3,788
Brian J. Smith*			6,219


			We Care We care about our colleagues and our communities.
			Collaboration Be inclusive, valuing diversity.
			Responsibility Own my execution and act ethically.
			Innovation Continuously improve what we do.
			Agility Know and anticipate our customer needs.


			Morgan M. Schuessler, Jr. Age: 53 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: 41 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.

			Daniel Brignardello Age: 48 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 Chief Operating Officer 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: 39 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: 40 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: 46 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.

			Diego Viglianco Age: 54 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., a digital financial ACH/real time payments company headquarters in Argentina, from July 2019 to February 2021. 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.

			Miguel Vizcarrondo Age: 51 Mr. Vizcarrondo has served as our 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 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.


Vote Required Approval of Proposal 2 requires the vote of the holders, present or represented by proxy, of capital stock of the Company representing a majority of the votes of capital stock of the Company entitled to vote thereon present in person or by proxy at the Annual Meeting.


			Sinqia named to the IDC FinTech Rankings Top 100 for 5 consecutive years by the International Data Corporation


Name			Title
Morgan M. Schuessler, Jr.			President and Chief Executive Officer
Joaquín A. Castrillo			Executive Vice President, Chief Financial Officer and Treasurer
Guillermo Rospigliosi*			Executive Vice President and Group Head of Latam
Diego Viglianco			Executive Vice President and Chief Operating Officer
Miguel Vizcarrondo			Executive Vice President and Chief Product and Innovation Officer


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	2023 Base Salary ($)(1)	2022 Base Salary ($)(2)	Percent Change (%)
Morgan M. Schuessler, Jr.	832,000	800,000	4%
Joaquín A. Castrillo	450,000	397,838	13%
Guillermo Rospigliosi	393,382	381,924	3%
Diego Viglianco	450,000	395,000	14%
Miguel Vizcarrondo	393,382	381,924	3%


Metric	Weight	Threshold (90%) (000's)	Target (100%) (000's)	Maximum (110%) (000's)
Revenues	40%	$576,902	$641,002	$705,102
Adjusted Net Income	60%	$153,783	$170,870	$187,957


Metric	Performance (000's)	% Difference (Target)	Payment Score	Weighted Score
Revenues	$671,134	4.70%	143.50%	49.40%
Adjusted Net Income	$185,823	8.75%	143.76%	86.25%
CORPORATE PERFORMANCE METRIC PAYOUT SCORE:				135.65%


NEOs	Target Cash Incentive (%)	Corporate Performance (%)	Business Metric (%)	Individual Performance (%)	Target Cash Incentive ($)	Actual Cash Incentive Payout ($)(1)
Morgan M. Schuessler, Jr.	125	90	—	10	1,040,000	1,413,665
Joaquín A. Castrillo	85	90	—	10	382,500	514,452
Guillermo Rospigliosi	85	20	60	20	334,375	453,309
Diego Viglianco	85	75	—	25	382,500	482,462
Miguel Vizcarrondo	85	50	30	20	334,375	450,904


NEOs	Corporate ($)	Business ($)	Individual ($)
Morgan M. Schuessler, Jr.	1,269,729	—	143,936
Joaquín A. Castrillo	466,991	—	47,461
Guillermo Rospigliosi	90,719	295,983	66,607
Diego Viglianco	389,160	—	118,695
Miguel Vizcarrondo	226,797	143,188	80,919


Name	Long-Term Equity Incentive Total Award Value ($)	RSUs Granted
		Time-Based (#)(1)	Performance-Based (#)(2)	Total (#)
Morgan M. Schuessler, Jr.	6,074,000	57,847	92,526	150,373
Joaquín A. Castrillo	1,660,000	18,068	23,341	41,409
Guillermo Rospigliosi	1,300,000	14,149	18,279	32,428
Diego Viglianco	1,660,000	18,068	23,341	41,409
Miguel Vizcarrondo	1,300,000	14,149	18,279	32,428


Performance Level*	2023 Adjusted EBITDA (amounts in millions)($)	Payout Percentage
Maximum	294.1	200%
Target	267.4	100%
Threshold	254.0	60%
Less Than Threshold	254.0	0%


Performance Level*	Company Percentile Rank vs. Russell 2000 Index	Relative TSR Multiplier
Maximum	75th Percentile or Above	1.25
Target	50th Percentile	1.00
Threshold	35th Percentile or Below<

SEC Form DEF 14A filed by Evertec Inc.