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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

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))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

EVO Payments, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒

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.

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April 26, 2022

Dear Fellow Stockholder:

We would like to begin by expressing our sincere gratitude to all EVO Payments stockholders, particularly those who stood by us as we weathered the impact of COVID-19 during the past two years. Your continued support, together with the support of our board of directors and the more than 2,200 EVO employees across the globe, enabled us to deliver outstanding results in 2021. Perhaps more importantly, we turned the page on 2021 with EVO well positioned to resume its long-term global growth strategy.

EVO entered 2021 with the vaccine rollout in Europe and the Americas underway and optimistic of a strong 2021 bounce-back. Unfortunately, with the Delta variant rapidly spreading globally in the first quarter and governments reinstating lockdowns, mask mandates, and work from home orders, those early recovery expectations dimmed as we exited the first quarter of 2021. Despite these headwinds, the spirit of the global ‘credit card consumer’ ultimately prevailed. With a rebound in consumer and business-to-business spending by mid-year, our year concluded better than we expected at its outset. The international distribution network of financial institution and technology partnerships we built over the past 12 years continues to drive our success. These partnerships, which remained resilient in the face of the pandemic, pushed thousands of new, profitable merchant relationships to our in-house acquiring technology solutions each month.

We took the opportunity of the 2020-2021 global commerce slowdown to refocus on further improving our operating efficiencies. This effort represented a significant undertaking across all our markets as we shed costs by leveraging existing internal capabilities and eliminating unnecessary functions. This effort resulted in sustained margin improvement, providing increased cash flows to further support future investments, debt repayment, and acquisitions.

Our growth strategy remains focused on positioning our investments in high cash-to-card markets, supported by our proprietary technology solutions which allow us to further grow market share. We saw a post-COVID-19 resumption of this strategy with the announcements of our entry into two new markets, Chile and Greece. As we have in other markets around the world, we are entering the Chilean and Greek markets through long-term partnerships with leading financial institutions that should deliver sustained market growth well into the future. Additionally, we augmented our capabilities through the acquisition of a technology gateway in Chile which will further compliment and support our growth in this new market by enabling e-commerce transactions.

We are very excited about the year ahead. While we all learn to live with and around COVID-19, the negative effects of this illness will continue to fade. For EVO, there have been some bright spots from the pandemic. COVID-19 further accelerated cash-to-card conversion trends in many of our markets and increased the use of e-commerce by consumers, driving an increase in our overall transaction volumes. COVID-19 also highlighted the solid performance of EVO’s global team as they grew the business in the face of continued work-life challenges, staffing shortages, and government mandates. All 2,200 EVO employees remain focused on a singular goal — delivering superior merchant acquiring services to the markets we serve. As markets continue to open in 2022, we believe EVO remains well positioned to take advantage of growth opportunities that exist in all markets, both existing and new.

We are also pleased with the progress we made this year to advance a number of corporate responsibility and governance initiatives. Specifically, we appointed two new Board members, Stacey Panayiotou and Nikki Harland, and recently launched our ESG website to provide additional disclosures related to the Company’s many ESG priorities. We also continued to be active in our local communities across our markets, both through donations and partnerships with non-profit organizations. We remain committed to advancing the interests of our stockholders, merchants, partners, employees, and communities, and we look forward to building upon these programs going forward.

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These past two years demanded that EVO be nimble to adapt our business quickly and efficiently to meet market and macroeconomic change. We remain committed to continuing to do so across all markets. While the Ukrainian conflict may present new challenges in the year ahead, we have no exposure to the markets directly impacted and are confident in our ability to address any impact from this latest global challenge.

We would like to cordially invite you to attend the 2022 Annual Meeting of Stockholders of EVO Payments, Inc., which will be held on June 8, 2022, at 1:00 p.m. Eastern Time, at the EVO Payments, Inc. headquarters, 10 Glenlake Parkway, South Tower, Suite 950, Atlanta, Georgia 30328. A notice of the meeting and a proxy statement containing information about the three proposals to be voted upon follow this letter. Further information regarding the meeting is contained in our proxy statement.

Your vote is important to us. Whether or not you plan to attend the annual meeting, we encourage you to promptly vote your shares by submitting your proxy by telephone, via the internet, or by completing, signing, dating, and returning the enclosed proxy card or voting instruction form.

We thank you again for your continued support of EVO Payments and look forward to seeing you at the meeting.

Sincerely,

James G. Kelly
Chief Executive Officer and Director

Rafik R. Sidhom
Chairman of the Board of Directors

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EVO Payments, Inc.

10 Glenlake Parkway
South Tower, Suite 950
Atlanta, GA 30328

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 26, 2022

Notice is hereby given that the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of EVO Payments, Inc., a Delaware corporation (the “Company”, “EVO” or “we”), will be held on June 8, 2022 at 1:00 p.m. (Eastern Time) at EVO Payments, Inc., 10 Glenlake Parkway, South Tower, Suite 950, Atlanta, Georgia 30328.

We are holding the meeting for the following purposes:

to elect three directors to our board of directors, each to serve as a Group I director for a term of three years expiring at the annual meeting of stockholders to be held in 2025, with such director to hold office until such director’s successor has been duly elected and qualified;

to consider the approval, by an advisory vote, of our executive compensation (i.e., “say-on-pay” proposal); and

to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

In addition, stockholders may be asked to consider and vote upon any other matters that are properly brought before the Annual Meeting and at any adjournments or postponements thereof.

Any action may be taken on the foregoing matters at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned or postponed.

Only stockholders of record as of the close of business on April 19, 2022 will be entitled to notice of the Annual Meeting and will be entitled to attend or vote at the Annual Meeting or any adjournment or postponement thereof. We expect to commence mailing of a Notice of Internet Availability of Proxy Materials to our stockholders of record containing instructions on how to access the proxy materials on or about April 26, 2022.

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

By Order of the Board of Directors

Kelli E. Sterrett
Executive Vice President, General Counsel and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 8, 2022: The Company’s 2022 Proxy Statement and 2021 Annual Report to Stockholders are also available at www.evopayments.com or www.proxyvote.com.

Atlanta, GA
April 26, 2022

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	GENERAL INFORMATION					1
	PROPOSAL NO. 1: ELECTION OF DIRECTORS					6
	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE					7
	COMPENSATION DISCUSSION AND ANALYSIS					19
	REPORT OF COMPENSATION COMMITTEE MEMBERS					30
	COMPENSATION OF NAMED EXECUTIVE OFFICERS					31
	PROPOSAL NO. 2: APPROVAL, BY AN ADVISORY VOTE, OF OUR EXECUTIVE COMPENSATION					41
	PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					42
	REPORT OF THE AUDIT COMMITTEE					44
	STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					45
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					49
	ADDITIONAL INFORMATION					57
	OTHER MATTERS					57

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EVO PAYMENTS, INC.

PROXY STATEMENT
2022 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 8, 2022

GENERAL INFORMATION

We are making this proxy statement available to our stockholders, and expect to commence mailing of a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our annual report, on or about April 26, 2022 in connection with the solicitation of proxies by our board of directors for the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 8, 2022 at 1:00 p.m. (Eastern Time) at EVO Payments, Inc., 10 Glenlake Parkway, South Tower, Suite 950, Atlanta, Georgia 30328. As a stockholder of EVO, you are invited to attend the Annual Meeting and are entitled and encouraged to vote on the proposals described in this proxy statement. Below are answers to common questions stockholders may have about the Annual Meeting. Our fiscal year ends on December 31.

Structure; Classes of Stock

EVO was incorporated under the laws of the State of Delaware on April 20, 2017. On May 25, 2018, we completed an initial public offering (“IPO”) of shares of our Class A common stock. The shares began trading on the Nasdaq Global Market (“Nasdaq”) on May 23, 2018 under the symbol “EVOP.” In connection with the IPO, we completed a series of reorganization transactions to implement an “Up-C” capital structure in order to carry on the business of EVO Investco, LLC (“EVO LLC”), which we refer to as the “Reorganization Transactions.” As a result of the Reorganization Transactions and the IPO, EVO is a holding company whose principal asset is the single class of common membership interests of EVO, LLC, which we refer to as “LLC Interests.” EVO has the sole voting interest in, and controls the management of, EVO LLC.

We currently have two classes of common stock outstanding: Class A common stock and Class D common stock. The holders of our Class A common stock and our Class D common stock are each entitled to one vote per share and generally vote together as a single class on all matters submitted for a vote of our stockholders.

All of our Class D common stock is held by entities controlled by Madison Dearborn Partners, LLC (“MDP”), by our executive officers, and by certain of our current and former employees. Our Class D common stock does not have any economic rights.

On April 21, 2020, we issued 152,250 shares of our Series A convertible preferred stock (the “Series A convertible preferred stock”). Holders of the shares of Series A convertible preferred stock have the right to convert their shares of our Series A convertible preferred stock, in whole or in part, into shares of our Class A common stock, at any time. Holders of Series A convertible preferred stock are generally entitled to vote on an as-converted basis together with the holders of the shares of Class A common stock as a single class on all matters submitted for a vote of holders of shares of Class A common stock. All of our Series A convertible preferred stock is currently held by entities controlled by MDP.

Questions and Answers

What information is included in this proxy statement?

The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, our board of directors and board committees, the compensation of our directors and certain of our executive officers for the year ended December 31, 2021, and other information.

What are the Proxy Materials?

The “Proxy Materials” are this proxy statement and our Form 10-K for the fiscal year ended December 31, 2021.

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Why did I receive a one-page notice in the mail regarding the Internet availability of the Proxy Materials instead of a full set of the Proxy Materials?

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we have elected to provide access to our Proxy Materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders. All stockholders will have the ability to access the Proxy Materials on the website referred to in the Notice of Internet Availability of Proxy Materials or request to receive an electronic copy or printed set of the Proxy Materials. Instructions on how to access the Proxy Materials over the Internet or to request an electronic copy or printed copy may be found in the Notice of Internet Availability of Proxy Materials. In addition, stockholders may request to receive the Proxy Materials in printed form by mail or electronically by email on an ongoing basis.

What items will be voted on at the Annual Meeting and how does the board of directors recommend that I vote?

Proposal			Board Vote Recommendation
Proposal No. 1 – Election of Directors			FOR
Proposal No. 2 – Approval, on an advisory basis, of our executive compensation (“say-on-pay”)			FOR
Proposal No. 3 – Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022			FOR

You also may be asked to consider and act upon any other matters that are properly brought before the Annual Meeting and at any adjournments or postponements thereof.

Our amended and restated bylaws (our “bylaws”) provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at any meeting of stockholders. We have not received any such proposals and do not anticipate any other matters will come before the Annual Meeting. If any other matter comes before the Annual Meeting, the proxy holders appointed by our board of directors will have discretion to vote on those matters.

Who may vote at the meeting?

Holders of Class A common stock, Class D common stock, and Series A convertible preferred stock, together as a single class, as of the close of business on April 19, 2022 (the “Record Date”) may vote at the Annual Meeting.

What constitutes a “quorum”?

The presence, in person or by proxy, of the holders of a majority of the voting power of the combined shares of Class A common stock, Class D common stock, and Series A convertible preferred stock issued and outstanding will constitute a quorum. Votes withheld, abstentions, and broker non-votes (as described below) are counted as present for the purpose of determining a quorum.

What vote is required for the Proposals and what effect do abstentions and “broker non-votes” have on the Proposals?

Brokers that are members of certain securities exchanges and that hold shares of our common stock in “street name” on behalf of beneficial owners have authority to vote on certain “discretionary” items when they have not received instructions from beneficial owners. Under applicable securities exchange rules, our proposal to ratify the appointment of the independent registered public accounting firm is considered a discretionary item. However, Proposals No. 1 and No. 2 in this proxy statement are considered “non-discretionary” items, and brokers cannot vote on these items without instructions. A “broker non-vote” occurs when brokers do not receive voting instructions.

An “abstention” will occur at the Annual Meeting if your shares are deemed to be present at the Annual Meeting, either because you attend the Annual Meeting or because you have properly completed

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and returned a proxy, but you do not vote on a proposal or other matter which is required to be voted on by our stockholders at the Annual Meeting.

For Proposal No. 1, election of directors, director nominees will be elected by a plurality of the votes of the shares cast at the Annual Meeting, which means that the three nominees receiving the highest number of “for” votes will be elected. As a result, any shares not voted “for” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “for” or “withhold” on each of the nominees for election as a director.

Proposals No. 2 and No. 3 require the affirmative vote of the holders of a majority in voting power of the stock entitled to vote at the Annual Meeting, present in person or represented by proxy. Abstentions are considered votes present and entitled to vote on these proposals, and thus, will have the same effect as a vote “against” these proposals. Broker non-votes will have no effect on the outcome of Proposal No. 2.

How many votes do I have?

As of the Record Date, there were:

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47,189,019 shares of Class A common stock outstanding;

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3,783,074 shares of Class D common stock outstanding; and

•

152,250 shares of Series A convertible preferred stock outstanding.

The holders of our Class A common stock and our Class D common stock are entitled to one vote per share. The holders of our Series A convertible preferred stock are entitled to vote on an as converted basis, and will be entitled to one vote for each share of Class A common stock into which the Series A convertible preferred stock is then convertible. As of the Record Date, each share of Series A convertible preferred stock outstanding was entitled to cast approximately 71 votes at the Annual Meeting.

As of the Record Date, holders of Class A common stock voting as a class held approximately 76.6% of the outstanding voting power, holders of Class D common stock voting as a class held approximately 6% of the outstanding voting power, and holders of the Series A convertible preferred stock voting as a class held approximately 17.4% of the outstanding voting power.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

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Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company N.A., you are a stockholder of record.

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Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are a beneficial owner of shares held in street name. As a beneficial owner, you have the right to direct the organization holding your account on how to vote the shares you hold in your account.

How do I vote?

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Vote by Internet. Visit www.proxyvote.com to vote via the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials or proxy card. Stockholders of record may submit proxies over the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials or, if printed copies of the Proxy Materials were requested, the instructions on the printed proxy card. Most beneficial owners of shares held in street name may vote by accessing the website specified on the voting instruction forms provided by their brokers, trustees, banks or other nominees. Please check your voting instruction form for Internet voting availability.

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Vote by Telephone. Stockholders of record may submit proxies using any touch-tone telephone from within the United States by following the instructions on the proxy card. Most beneficial owners of shares held in street name may vote using any touch-tone telephone from within the United

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States by calling the number specified on the voting instruction forms provided by their brokers, trustees, banks or other nominees.

•

Vote by Mail. Stockholders of record may submit proxies by mail by requesting printed proxy cards and completing, signing and dating the printed proxy cards and mailing them in the pre-addressed envelopes that will accompany the printed Proxy Materials. Beneficial owners of shares held in street name may vote by completing, signing and dating the voting instruction forms provided by their brokers, trustees, banks or other nominees. If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the board of directors. If you are a beneficial owner of shares held in street name and you return your signed voting instruction form but do not indicate your voting preferences, please see “What effect do abstentions and “broker non-votes” have on the proposals?” regarding whether your broker, bank or other holder of record may vote your uninstructed shares on the Proposal.

•

Vote in Person at the Annual Meeting. All stockholders as of the close of business on the Record Date can vote in person at the Annual Meeting. You can also be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If you are a beneficial owner of shares held in street name, you must obtain a legal proxy from your broker, bank, or other holder of record and present it to the inspector of election with your ballot to be able to vote at the Annual Meeting. Even if you plan to attend the Annual Meeting, we recommend that you also vote either by telephone, by Internet, or by mail so that your vote will be counted if you decide not to attend.

Can I change my vote after submitting a proxy?

Stockholders of record may revoke their proxy at any time before it is exercised by any of the following ways:

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Deliver written notice of revocation to our Secretary at 10 Glenlake Parkway, South Tower, Suite 950, Atlanta, Georgia 30328 or submit to us a duly executed proxy card bearing a later date. To be effective, your notice of revocation or new proxy card must be received by our Secretary, Kelli E. Sterrett, at or before the Annual Meeting.

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Change your vote via the Internet or by telephone at a later date. To be effective, your vote must be received before 11:59 p.m. (Eastern Time) on Tuesday, June 7, 2022, the day before the Annual Meeting.

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Change your vote at the Annual Meeting.

If you are a beneficial owner of shares held in street name, you may revoke your proxy or change your vote only by following the separate instructions provided by your broker, trust, bank or other nominee.

Who is paying for this proxy solicitation?

We are paying the costs of the solicitation of proxies. Members of our board of directors and our officers and employees may solicit proxies by mail, telephone, fax, email or in person. We will not pay directors, officers or employees any extra amounts for soliciting proxies. We may, upon request, reimburse brokerage firms, banks or similar entities representing street name holders for their expenses in forwarding Proxy Materials to their customers who are street name holders and obtaining their voting instructions.

Can I participate in the Annual Meeting remotely?

Although it is our current intention to allow stockholders to participate in the Annual Meeting in-person, we are monitoring developments relating to the COVID-19 pandemic. We are sensitive to the in-person meeting and travel concerns of our stockholders in these uncertain times. As a result, we may decide to allow stockholders to participate in the Annual Meeting by remote communication. If we decide that is necessary or advisable, we will communicate this decision as early as possible. Please check our Investor Relations website at http://investor.evopayments.com for updates and instructions.

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I share an address with another stockholder. Why did we receive only one set of Proxy Materials?

We have adopted a procedure approved by the SEC called “householding” under which multiple stockholders who share the same address will receive only one copy of the Annual Report, Proxy Statement, or Notice of Internet Availability of Proxy Materials, as applicable, unless we receive contrary instructions from one or more of the stockholders. We agree to deliver promptly, upon written or oral request, a separate copy of the Internet Notice or Proxy Materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you wish to opt out of householding and receive multiple copies of the proxy materials at the same address, please contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. You also may request additional copies of the proxy materials by telephone or in writing at the same telephone number, email address, or address. Stockholders with shares registered in the name of a brokerage firm or bank may contact their brokerage firm or bank to request information about householding.

We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. These filings are available on our Investor Relations website at investor.evopayments.com. Copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and this Proxy Statement, are also available without charge to stockholders upon written request addressed to:

EVO Payments, Inc.
Attn: Investor Relations
10 Glenlake Parkway,
South Tower, Suite 950
Atlanta, Georgia 30328

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

At the Annual Meeting, stockholders will vote to elect the three nominees named in this proxy statement as Class I directors. Each of the Class I directors elected at the Annual Meeting will be elected for a term expiring at the 2025 annual meeting of stockholders, with each Class I director to hold office until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Our board of directors has nominated Mark A. Chancy, John S. Garabedian, and David W. Leeds to serve as Class I directors.

The persons named as proxies will vote to elect Messrs. Chancy, Garabedian and Leeds unless a stockholder indicates that his or her shares should be withheld with respect to one or more of such nominees.

In the event that any nominee for Class I director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current board of directors to fill the vacancy. All of the nominees are currently serving as directors, and we do not expect that the nominees will be unavailable or will decline to serve.

Our board of directors recommends that you vote FOR the election of each of Mark A. Chancy, John S. Garabedian and David W. Leeds as Class I directors.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth certain information about our directors and executive officers as of the date of this proxy statement.

Name	Age	Position
James G. Kelly	60	Chief Executive Officer and Director
Brendan F. Tansill	43	President, the Americas
Darren Wilson	54	President, International
Thomas E. Panther	53	Executive Vice President, Chief Financial Officer
Michael L. Reidenbach	59	Executive Vice President, Chief Information Officer
Kelli E. Sterrett	42	Executive Vice President, General Counsel and Secretary
Catherine E. Lafiandra	59	Executive Vice President, Chief Human Resources Officer
David L. Goldman	39	Executive Vice President, Business Development and Strategy
Anthony J. Radesca	52	Senior Vice President, Chief Accounting Officer
Rafik R. Sidhom	57	Chairman of the Board of Directors
Vahe A. Dombalagian	48	Director
Mark A. Chancy	57	Director
John S. Garabedian	60	Director
Nikki T. Harland	46	Director
David W. Leeds	65	Director
Laura M. Miller	57	Director
Stacey V. Panayiotou	49	Director
Gregory S. Pope	56	Director
Matthew W. Raino	44	Director

Set forth below is a brief biography of each of our executive officers and directors.

James G. Kelly has served as EVO’s Chief Executive Officer since its formation, as a member of our board of directors since May 2018, and as Chief Executive Officer and a member of the board of managers of EVO LLC since January 2012. Before joining EVO, Mr. Kelly served as President and Chief Operating Officer of Global Payments Inc., as Senior Executive Vice President of Global Payments Inc. and as Chief Financial Officer of Global Payments Inc. Prior to that, Mr. Kelly served as managing director of Alvarez & Marsal, a global professional services firm, and as manager of Ernst & Young’s mergers and acquisitions/audit groups. Mr. Kelly is a graduate of the University of Massachusetts, Amherst.

Mr. Kelly was elected to our board of directors because of his extensive experience in executive leadership positions in the payment services industry and his knowledge of our business in particular, gained through his service as our Chief Executive Officer and implementation of our strategic objectives over the past ten years.

Brendan F. Tansill has served as EVO’s President, the Americas, since its formation, and as President, the Americas, of EVO LLC since January 2016. Prior to his current role, Mr. Tansill served as Executive Vice President, Business Development and Strategy of EVO LLC from April 2012 until December 2015, where he was responsible for EVO’s global mergers and acquisitions activity and corporate strategy. Before joining EVO, Mr. Tansill was an investment professional at CCMP Capital Advisors. Mr. Tansill received his Masters of Business Administration from the Kellogg School of Management at Northwestern University and his Bachelor of Arts from the University of Virginia.

Darren Wilson has served as EVO’s President, International, since its formation, and as President, International, of EVO LLC since April 2014. Before joining EVO, Mr. Wilson served as Managing Director

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of Streamline (a Worldpay company) and as CEO/President of Global Payments’ Western European business. Mr. Wilson has also held various positions at HSBC Bank. Mr. Wilson has the Associate of the Chartered Institute of Bankers degree and has studied at Birmingham and Warwick Universities.

Thomas E. Panther has served as EVO’s Executive Vice President, Chief Financial Officer since November 2019. Before joining EVO, Mr. Panther worked for over 19 years at SunTrust Banks, Inc., where he served in numerous leadership roles including Chief Accounting Officer, Corporate Controller, Director of Corporate Finance and Head of Capital Planning & Analysis. Mr. Panther began his career at Arthur Andersen, delivering accounting and advisory services to financial institutions for nine years. Mr. Panther is a certified public accountant and earned his bachelor’s degree from the University of Richmond.

Michael L. Reidenbach has served as EVO’s Executive Vice President, Chief Information Officer since its formation, and as Executive Vice President, Chief Information Officer of EVO LLC since March 2013. Before joining EVO, Mr. Reidenbach served as Executive Vice President, Chief Information Officer of Global Payments Inc. Mr. Reidenbach is a former U.S. Air Force instructor pilot and aircraft commander. Mr. Reidenbach received his Master of Business Administration/Finance and his Master of Management Information Systems from Georgia College and his Bachelor of Science from the U.S. Air Force Academy.

Kelli E. Sterrett has served as EVO’s Executive Vice President, General Counsel and Secretary since July 2021. Ms. Sterrett joined EVO in 2018 as Senior Vice President and Deputy General Counsel. Prior to joining EVO, Ms. Sterrett served as Vice President and Deputy General Counsel of Scientific Games Corporation. Ms. Sterrett began her career as a corporate attorney with the law firm Gibson, Dunn & Crutcher LLP in New York. Ms. Sterrett received her Juris Doctorate from Columbia Law School and her Bachelor of Arts from Colgate University.

Catherine E. Lafiandra has served as EVO’s Executive Vice President, Chief Human Resources Officer since its formation, and as Chief Human Resources Officer of EVO LLC since March 2016. Before joining EVO, Ms. Lafiandra served as Vice President of Human Resources of Beazer Homes USA, Inc. from October 2014 to March 2016 and as Senior Vice President of Human Resources of PRGX Global, Inc. from March 2010 to March 2014. Ms. Lafiandra received her Juris Doctorate from the University of Virginia School of Law and her Bachelor of Arts from Southern Methodist University.

David L. Goldman has served as EVO’s Executive Vice President of Business Development and Strategy since its formation, and as Executive Vice President of Business Development and Strategy of EVO LLC since June 2016. Before joining EVO, Mr. Goldman served as Managing Director of PointState Capital LP from January 2011 to April 2014 and as Vice President of Duquesne Capital Management, LLC from April 2007 to December 2010. Prior to that, Mr. Goldman served as an Associate at TPG Capital, L.P. and as an investment banking analyst at Morgan Stanley. Mr. Goldman received his Bachelor of Business Administration from the University of Michigan.

Anthony J. Radesca has served as EVO’s Senior Vice President and Chief Accounting Officer since April 2019. Before joining EVO, Mr. Radesca served as the Senior Vice President and Chief Accounting Officer of CA Technologies, a global technology company that designs and develops infrastructure software solutions, from May 2016 until February 2019. Prior to that, he served as Vice President of Accounting of CA Technologies. Mr. Radesca received his Bachelor of Business Administration, Public Accounting, from Hofstra University and his Juris Doctor from Saint John’s University School of Law. Mr. Radesca is a certified public accountant.

Rafik R. Sidhom has served as Chairman of our board of directors since May 2018, and, prior to that, as Chairman and a member of the board of managers of EVO LLC since December 2012. As our original founder, Mr. Sidhom began his career in the acquiring industry selling card processing services and equipment to small retail merchants.

Mr. Sidhom was elected to our board of directors because of his role in founding our Company and his extensive experience with, and in-depth knowledge of, both the card processing services industry and our business in particular.

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Mark A. Chancy has served as a member of our board of directors since March 2020. Mr. Chancy most recently served as Vice Chairman and Co-Chief Operating Officer at SunTrust Banks, Inc. In this role, he was responsible for SunTrust’s consumer banking, consumer lending, private wealth management and mortgage businesses, as well as enterprise marketing and data and analytics functions for the company. Prior to this role, Mr. Chancy held various executive roles at SunTrust from 2001 to 2017, including Chief Financial Officer and Wholesale Segment Executive. Mr. Chancy was recruited to the corporate finance department at The Robinson-Humphrey Company in 1989 after beginning his career with The First Boston Corporation in New York in 1986. Mr. Chancy serves on the board of directors of Wells Fargo & Company. He also serves as a member of the boards of the Westside Future Fund and Children’s Healthcare of Atlanta where he also serves as the chair of its Foundation. Mr. Chancy holds an MBA in finance from the J.L. Kellogg Graduate School of Management at Northwestern University and a bachelor’s degree from Southern Methodist University.

Mr. Chancy was elected to our board because of his extensive financial, operational, and strategic experience, as well as his knowledge of the financial services industry.

Vahe A. Dombalagian has served as a member of our board of directors since May 2018 and as a member of the board of managers of EVO LLC since December 2012. Mr. Dombalagian is a Managing Director and Co-Head of the MDP Financial & Transaction Services team. Prior to joining MDP, he was with TPG, Inc. and Bear, Stearns & Co. Inc. Mr. Dombalagian also serves on the boards of directors of The Amynta Group, Ankura Consulting Group, The Ardonagh Group Limited, Benefytt Technologies, Inc., Navacord Corp., and NFP Corp. Mr. Dombalagian received his Bachelor of Science from Georgetown University and his Master in Business Administration from the Harvard Graduate School of Business Administration.

Mr. Dombalagian was elected to our board of directors because of his role in the development and implementation of our strategic objectives during his six years as a member of the board of managers of EVO LLC, his extensive experience serving as a director of other businesses, and his experience as a private equity investor with respect to acquisitions and a variety of debt and equity financings.

John S. Garabedian has served as a member of our board of directors since May 2018. Mr. Garabedian is currently a General Partner of KB Partners, a Chicago-based investment firm. Prior to joining KB Partners, Mr. Garabedian served as a senior advisor for the Boston Consulting Group (BCG), a management consulting firm, from 2018 to April 2022 and as a Senior Partner of BCG from 2006 to 2018. He was a member of BCG’s Financial Institutions practice and led the practice in the Americas from 2007 to 2012. Prior to joining BCG, Mr. Garabedian was vice president for Gemini Consulting, where he was the North American Financial Services practice leader. He also worked in strategic planning at Continental Bank. Mr. Garabedian received a Master of Management degree from the Kellogg School of Management and a Bachelor of Science degree in Accounting from Frostburg State University.

Mr. Garabedian was elected to our board of directors because of his experience working with banking, insurance and asset management firms on strategy and operational matters.

Nikki T. Harland has served as a member of our board of directors since March 2022. Ms. Harland has served as Chief Operating Officer of Paradies Lagardère since October 2021. Prior to her current role, Ms. Harland held several leadership roles at Paradies Lagardère, including President of the Retail Division and Senior Vice President of Human Resources. Prior to joining Paradies Lagardère in 2014, Ms. Harland held leadership positions at Gap, Inc., Toys “R” Us and Turner Broadcasting System. Ms. Harland currently serves on the Children’s Healthcare of Atlanta Foundation Board of Trustees and the National Black Arts Festival Board of Directors. Ms. Harland holds an MBA from Clark Atlanta University and a bachelor’s degree from Spellman College.

Ms. Harland was elected to our board of directors because of her experience and expertise in operational matters and her retail industry experience.

David W. Leeds has served as a member of our board of directors since July 2018. Mr. Leeds was associated with Ernst & Young LLP for over 40 years before his retirement in June 2018, having served as an assurance and audit partner in the Financial Services and Technology practice groups of the firm since 1991. Mr. Leeds serves and has served on the boards of several non-profit and educational organizations, in

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which capacity he has served as board chair, finance chair, and on various committees. Mr. Leeds received his Bachelor of Business Administration from the University of Texas and has been a Certified Public Accountant since 1981.

Mr. Leeds was elected to our board of directors because of his extensive experience with financial reporting and audit matters.

Laura M. Miller has served as a member of our board of directors since September 2019. Ms. Miller has served as Chief Information Officer at Macy’s Inc. since March 2021. Prior to joining Macy’s, Ms. Miller was with InterContinental Hotels Group PLC (IHG) from 2013 to January 2020, where she held the role of Global Chief Information Officer. Prior to joining IHG, Ms. Miller was Senior Vice President, Financial Services Application Development for First Data Corporation, where she was responsible for the company’s credit card issuing, merchant acquiring, ATM and online banking solutions. Ms. Miller currently serves as a member of the Society of Information Management, Women in Technology and the Technology Association of Georgia. Ms. Miller has a bachelor’s degree in Information Systems Management from the University of Maryland, Baltimore County, and holds a master’s degree in Computer Systems Management from the University of Maryland University College.

Ms. Miller was elected to our board of directors because of her leadership experience as well as her extensive expertise in technology and cybersecurity matters.

Stacey Valy Panayiotou has served as a member of our board of directors since August 2021. Ms. Panayiotou has served as Executive Vice President, Human Resources of Ball Corporation since November 2021. Prior to Ball Corporation, Ms. Panayiotou served as Executive Vice President, Human Resources of Graphic Packaging International (GPI). Prior to joining GPI in April 2019, Ms. Panayiotou was with The Coca-Cola Company from February 2006 through April 2019 where she held a variety of senior HR leadership roles, including Global Vice President of Talent and Development and Vice President, HR, Europe, Middle East & Africa, which consisted of over 120 countries. Prior to joining The Coca-Cola Company, Ms. Panayiotou led the organization development function for Pactiv Corporation. Ms. Panayiotou currently serves on the advisory board for the University of Iowa Tippie College of Business and on the Children’s Healthcare of Atlanta Foundation Board of Trustees. Ms. Panayiotou has a bachelor’s degree in Management & Organizations from the University of Iowa and holds a dual master’s degree in International HR & Organization Development from Loyola University Chicago.

Ms. Panayiotou was elected to our board of directors because of her leadership experience as well as her extensive expertise in human resources matters.

Gregory S. Pope has served as a member of our board of directors since May 2018. Mr. Pope has served as Chief Operations Officer at Masters Capital Management LLC, an investment management firm, since June 2000. Prior to joining Masters Capital, Mr. Pope worked for J.C. Bradford & Co. from 1989 until July 2000. Mr. Pope previously served on the board of directors for Georgia Commerce Bancshares, Inc. and was a member of its audit and asset-liability committee from 2011 until 2015. Mr. Pope currently serves on the board of directors of Big Brothers Big Sisters of Atlanta and is a past board member of several other charitable foundations. Mr. Pope received a Bachelor of Science degree in Finance from Georgia State University.

Mr. Pope was elected to our board of directors because of his experience working in the banking and investment management sectors on a variety of strategic and operational matters.

Matthew W. Raino has served as a member of our board of directors since April 2020 and previously, from May 2018 to December 2019, and was a member of the board of managers of EVO LLC from December 2012 to December 2019. Mr. Raino is a Managing Director of the MDP Financial & Transaction Services team. Prior to rejoining MDP in August 2007, Mr. Raino attended Northwestern University J.L. Kellogg Graduate School of Management. From July 2003 to July 2005, Mr. Raino served as an associate at MDP. Mr. Raino also serves on the boards of directors of the Amynta Group, Ankura Consulting Group, Benefytt Technologies, Inc., Navacord Corp., and NFP Corp. Mr. Raino has a Bachelor of Business Administration from the University of Michigan and a Master in Business Administration from Northwestern University J.L. Kellogg Graduate School of Management.

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Mr. Raino was elected to our board of directors because of his role in the development and implementation of our strategic objectives during his six years as a member of the board of managers of EVO LLC, his extensive experience serving as a director of other businesses, and his experience as a private equity investor with respect to acquisitions and a variety of debt and equity financings.

Board Composition

Board Membership Criteria and Director Nominations

Our business and affairs are managed under the direction of our board of directors, which consists of 11 members. Our nominating and corporate governance committee periodically reviews with our board of directors the appropriate experience, skills, and characteristics required of board members. The nominating and corporate governance committee utilizes a broad approach for identification of director nominees and may seek recommendations from our directors, officers or stockholders and/or engage a search firm. In evaluating and determining whether to ultimately recommend a person as a candidate for election as a director, the nominating and corporate governance committee evaluates all factors that it deems appropriate, including the number of current directors, independence standards, the qualifications set forth in our Corporate Governance Guidelines, personal and professional ethics and integrity, high performance standards and history of achievements, and the ability to provide wise and thoughtful counsel on a broad range of issues. It also takes into account specific characteristics and expertise that it believes will enhance the diversity of knowledge, expertise, background and personal characteristics of our board of directors. Specifically, our nominating and corporate governance committee proactively seeks diverse director candidates to provide representation of varied backgrounds, perspectives and experience in the boardroom to support the global demands of our business. Our nominating and corporate governance committee and our Board consider diversity in a broad sense, and in addition to focusing on gender, race and ethnicity, our nominating and corporate governance committee considers other attributes, including diversity in experiences, skills, perspectives and geography in our directors. We believe this provides the skills and backgrounds that are important to drive Company strategy and support our values.

Ultimately, the nominating and corporate governance committee seeks to recommend to the board of directors those nominees whose specific qualities, experience and expertise will augment the current board of directors’ composition and whose past experience evidences that they will: (i) dedicate sufficient time, energy and attention to ensure the diligent performance of board duties; (ii) comply with the duties and responsibilities set forth in our Corporate Governance Guidelines and in our bylaws; (iii) comply with all duties of care, loyalty and confidentiality applicable to them as directors of publicly traded corporations organized in Delaware; and (iv) adhere to our Code of Conduct. As detailed in the director biographies above, our board of directors and the nominating and corporate governance committee believe that the directors recommended for election at the Annual Meeting possess these diverse skills and experiences.

In its discretion, the nominating and corporate governance committee will also consider recommendations of qualified nominees by stockholders by evaluating the same factors as described above. Our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must meet certain deadlines established by our bylaws and provide certain information required by our bylaws. For a description of the process for nominating directors in accordance with our bylaws, see “Additional Information.”

Director Independence

Under Nasdaq rules, independent directors must comprise a majority of our board of directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of our audit, compensation and nominating and governance committees be independent. Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee may not, other than in his or her capacity

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as a member of the audit committee, the board of directors, or any other board committee, (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors undertook a review of its composition, the composition of its committees and the independence of each director and has determined that Mmes. Miller, Panayiotou, and Harland, and Messrs. Chancy, Dombalagian, Garabedian, Leeds, Pope and Raino qualify as “independent” directors in accordance with Nasdaq listing requirements. In making these determinations, our board of directors reviewed and discussed information provided by the directors with regard to each director’s business and personal activities and relationships as they may relate to us and our management. Messrs. Kelly and Sidhom are not considered independent. There are no family relationships among any of our directors or executive officers.

Classified Board of Directors

In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three classes with staggered, three-year terms. We refer to each director class as a “Group.” At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors are divided among the three classes as follows:

•

the Group I directors are Messrs. Chancy, Garabedian and Leeds, and their terms will expire at the Annual Meeting;

•

the Group II directors are Ms. Miller, Mr. Pope, Mr. Raino, Ms. Panayiotou, and Ms. Harland, and their terms will expire at the annual meeting of stockholders to be held in 2023; and

•

the Group III directors are Messrs. Dombalagian, Kelly and Sidhom, and their terms will expire at the annual meeting of stockholders to be held in 2024.

Our amended and restated certificate of incorporation provides that the authorized number of directors may only be decreased below seven by an affirmative vote at least 66 2∕3% of the voting power of our outstanding common stock, voting together as a single class. The number of directors will otherwise be between seven and 15 directors, with the precise number of directors at or above seven directors being fixed from time to time exclusively by the board of directors (subject to MDP’s director nomination rights described below). In addition, our directors may only be removed for cause and by the affirmative vote of at least 66 2∕3% of the voting power of our outstanding common stock voting together as a single class.

Director Nomination Rights

In connection with the IPO, we and MDP entered into a director nomination agreement. This agreement was subsequently amended and restated in connection with MDP’s investment in our Series A convertible preferred stock. As amended and restated, the director nomination agreement provides MDP with the right to designate two of our directors until MDP no longer holds at least 15% of the voting power of our outstanding voting stock and one of our directors until MDP no longer holds at least 5% of the voting power of our outstanding voting stock. MDP is entitled to designate the replacement of any of its board designees should a designee’s service terminate prior to the end of the director’s term, regardless of MDP’s voting power at the time.

We are required, to the extent permitted by applicable law, to take all necessary action to cause our board of directors and the nominating and corporate governance committee to include such designees in the slate of director nominees for election by our stockholders. MDP’s current designees are Matthew W. Raino, a Group II director, and Vahe A. Dombalagian, a Group III director. Pursuant to the director nomination agreement, we also agreed not to, without MDP’s prior consent, take any action to (1) increase the size of our board of directors to more than nine, (2) declassify our board of directors or (3) amend our bylaws to provide for a voting standard in the election of directors other than plurality voting. MDP provided its consent to increase the size of our board of directors from nine to ten directors, and subsequently from ten to eleven directors.

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In connection with the IPO, we also entered into a chairman and consulting agreement with Mr. Sidhom that requires us to nominate Mr. Sidhom for election as a director at each stockholder meeting at which Group III directors are to be nominated until the earliest of the termination of the chairman and consulting agreement, the first time Mr. Sidhom no longer serves on our board of directors or whenever Mr. Sidhom, together with certain trusts with which he is affiliated, no longer hold at least 15% of the outstanding LLC interests. See “Certain Relationships and Related Party Transactions — Related Party Transaction — Director Nomination Agreement.”

Board Committees

We have established an audit committee, compensation committee, and nominating and corporate governance committee, each of which operates under a charter that has been approved by our board of directors. Copies of each charter are posted on the corporate governance section of our website at www.evopayments.com. Each committee has the composition and responsibilities described below. Our board of directors may establish other committees from time to time.

Audit Committee

Our board of directors adopted a written charter for our audit committee that complies with the rules of Nasdaq. Our audit committee is comprised of Messrs. Leeds, Chancy, Pope and Ms. Miller, with Mr. Leeds serving as the chairperson of the committee. Our audit committee assists our board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions, and is directly responsible for the approval of the services performed by our independent accountants and reviewing of their reports regarding our accounting practices and systems of internal accounting controls. Our audit committee also oversees the audit efforts of our independent accountants and takes actions as it deems necessary to satisfy itself that the accountants are independent of management. Our audit committee is also responsible for monitoring the integrity of our consolidated financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters. Our audit committee has formed a technology subcommittee to assist the board of directors and audit committee in their assessment and management of risks regarding technology, information security, cybersecurity, data privacy, disaster recovery, and business continuity. Ms. Miller is the chair of the technology subcommittee due to her extensive expertise of technology and cybersecurity matters. The technology subcommittee typically meets quarterly and gets reports from management on at least a quarterly basis.

Our board of directors has determined that each member of the audit committee is independent as required by Rule 10A-3 under the Exchange Act and Nasdaq listing standards. Our board of directors has determined that each of Messrs. Leeds, Chancy and Pope is an “audit committee financial expert” within the meaning of applicable SEC rules and that each member of our audit committee has the requisite financial expertise required under the applicable listing requirements of Nasdaq.

Compensation Committee

Our compensation committee is comprised of Messrs. Raino, Dombalagian, Garabedian, and Pope, with Mr. Raino serving as the chairperson of the committee. Our compensation committee assists our board of directors in meeting its responsibilities with regard to oversight and determination of executive compensation and assesses whether our compensation structure establishes appropriate incentives for officers and employees. Our compensation committee reviews and makes recommendations to our board of directors with respect to our major compensation plans, policies and programs. In addition, our compensation committee reviews, establishes and modifies the terms and conditions of employment of our executive officers and administers our equity compensation plans.

Our board of directors has determined that each member of the compensation committee is independent as required by Nasdaq listing standards, and that Messrs. Garabedian and Pope are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act.

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Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is comprised of Mr. Garabedian, Mr. Leeds, Ms. Miller and Mr. Raino, with Mr. Garabedian serving as the chairperson of the committee. Our nominating and corporate governance committee is responsible for making recommendations to our board of directors regarding candidates for directorships and the size and composition of the board of directors. In addition, our nominating and corporate governance committee is responsible for overseeing succession planning, our corporate governance guidelines, and reporting and making recommendations to the board of directors concerning corporate governance matters. In 2021, we formally delegated oversight of the Company’s environmental, social and governance (“ESG”) activities and disclosures to our nominating and corporate governance committee which receives reports from our ESG committee, a cross-functional management committee of the Company.

Our board of directors has determined that each member of the nominating and corporate governance committee is independent as required by Nasdaq listing standards.

Board Leadership and Risk Oversight

The board of directors currently separates the role of Chairman and Chief Executive Officer. Our board of directors believes that the current separation of Chairman and Chief Executive Officer allows the Chief Executive Officer to focus his time and energy on operating and managing our Company and leverage the experience and perspectives of the Chairman. Our nominating and corporate governance committee periodically assesses these roles and the board leadership structure to ensure the interests of our Company and its stockholders are best served.

In addition, we have a lead independent director (“Lead Director”) appointed annually by our independent directors. Gregory S. Pope currently serves as Lead Director. As Lead Director, Mr. Pope presides over periodic meetings of our independent directors, serves as a liaison between our Chairman and the independent directors, and performs such additional duties as our board of directors may otherwise determine and delegate. Our board of directors believes that its leadership structure is appropriate because it strikes an effective balance between strategic development and independent leadership and management oversight in the board process.

Our board of directors is responsible for overseeing our risk management process. Our board of directors focuses on our general risk management strategy and the most significant risks facing us, including technology operations, information security, cybersecurity, disaster recovery and business continuity, and ensures that appropriate risk mitigation strategies are implemented by management. Our board of directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Our board delegates to the audit committee oversight of our risk management process. The Company has established an enterprise risk management (“ERM”) function and implemented a program, overseen by an ERM council comprised of members of executive management. Through the ERM program, we assess our significant risk exposures and the approach our management team takes to monitor and/or mitigate these risks. The audit committee discusses with management the key risks identified in the ERM program, including their potential impact on us and our operations, and our risk mitigation strategies. In addition, our audit committee has formed a technology subcommittee to assist the board of directors and audit committee in their assessment and management of risks regarding technology operations, information security, cybersecurity, data privacy, and related matters identified in the ERM process. Our other board committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the full board as appropriate, typically on a quarterly basis, but also including when a matter rises to the level of a material or enterprise level risk.

Our management is responsible for day-to-day risk management. This oversight includes identifying, evaluating and addressing potential risks to achieving our strategic, financial, operational, legal, and compliance objectives.

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Director Stock Ownership Requirements

Our board of directors has implemented stock ownership guidelines for our directors to foster equity ownership and align the interests of our directors with our stockholders. Within five years of a director’s initial election to the board, our outside directors are required to beneficially own securities with a value of at least 4 times their annual cash retainer (excluding committee and chairperson fees). Each of our directors was in compliance with the stock ownership guidelines as of the Record Date.

Diversity and Inclusion

Our compensation committee oversees diversity and inclusion across our entire organization. Three areas guide our actions and drive progress: (1) leadership accountability; (2) employee awareness; and (3) EVO’s culture and values.

We recognize that a diverse and inclusive workforce is one of the keys to our success and makes our company stronger. EVO’s GET. GROW. KEEP. (“GGK”) culture represents a cornerstone of our talent strategy, which uses people-focused programs supported by human resources technology to attract (GET), develop (GROW) and retain (KEEP) the talent necessary to drive our growth and success. For our existing employees, we utilize our global People Development Portal to implement our talent management programs, including (i) our annual performance evaluation process and goal setting, (ii) online development courses available through EVO University and (iii) mandatory training curriculum for our employees.

We implemented a global onboarding and recruiting technology platform in 2020 which allows us to attract and reach more candidates through multiple recruiting avenues and to improve our overall recruitment process, which we continued in 2021. This onboarding platform engages our employees immediately and introduces them to our GGK culture including our five core values of integrity, service, teamwork, ownership and diversity. We believe that our culture creates a diverse, collaborative, respectful and safe workplace. To strengthen this culture, we recognize our colleagues whose behaviors and actions demonstrate the GGK culture and our values through multiple recognition programs. Our executive management team and Human Resources department regularly review and update our talent strategy, monitoring a variety of data, including turnover, compensation and benefits benchmarking, diversity, and employee engagement, to design and implement effective reward/recognition, training, development, succession, and benefit programs to meet the needs of our businesses and our employees.

We will continue to strive for increased diversity in our workforce and to have an inclusive work place environment through our culture, talent acquisition and talent management strategies.

Board Diversity

The table below provides certain information with respect to the composition of our board of directors. Each of the categories listed in the table has the meaning ascribed to it in NASDAQ Rule 5605(f).

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Board Diversity Matrix (as of April 19, 2022)
Total Number of Directors:	11
	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		3		8		—		—
Part II: Demographic Background
African American or Black		1		—		—		—
Alaskan Native or Native American		—		—		—		—
Asian		—		—		—		—
Hispanic or Latinx		—		—		—		—
Native Hawaiian or Pacific Islander		—		—		—		—
White		2		8		—		—
Two or More Races or Ethnicities		—		—		—		—
LGBTQ+	—
Did Not Disclose Demographic Background	—

Code of Conduct

We have adopted a Code of Conduct that applies to our executive officers, directors, and all other employees. Our Code of Conduct is publicly available on our website at www.evopayments.com. If we make any substantive amendments to the Code of Conduct or grant any waiver, including any implicit waiver from a provision of the Code of Conduct to our directors or executive officers, we will disclose the nature of such amendments or waiver on our website or in a current report on Form 8-K.

Corporate Governance Guidelines

Our board of directors has adopted corporate governance guidelines that serve as a flexible framework within which our board of directors and its committees operate. These guidelines cover a number of areas, including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the Chairman of the board and Chief Executive Officer, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines is available on our website at www.evopayments.com.

Board and Committee Meetings; Annual Meeting Attendance

During the year ended December 31, 2021:

•

the board of directors held nine meetings;

•

the audit committee held four meetings, and the technology subcommittee of the audit committee held four meetings;

•

the nominating and corporate governance committee held three meetings; and

•

the compensation committee held three meetings.

In the year ended December 31, 2021, all directors attended more than 75% of meetings of the board of directors and committee meetings for committees on which they served.

According to our corporate governance guidelines, each director is expected to adequately prepare for and attend all meetings of the board of directors and all meetings of the committees of which the director is a member (with the understanding that, on occasion, a director may be unable to attend a meeting) and to

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spend the time needed and meet as frequently as necessary to discharge his or her responsibilities. Absent unusual circumstances, each director is expected to attend the annual meeting of stockholders. All of our directors attended our 2021 annual meeting of stockholders.

Compensation Committee Interlocks and Insider Participation

Messrs. Dombalagian, Garabedian, Pope and Raino were members of the compensation committee during fiscal year 2021. All members of the compensation committee were independent directors, and no member was an employee or former employee of our Company.

None of our executive officers serves as a member of the board of directors or compensation committee of any entity, other than our Company or our affiliates, that has one or more executive officers serving as a member of our board of directors or compensation committee.

Communication with the Board of Directors

Anyone who would like to communicate with, or otherwise make his or her concerns known directly to the chairperson of any of the audit, nominating and corporate governance, and compensation committees, or to the independent directors as a group, may do so by addressing such communications or concerns to the Secretary of the Company, 10 Glenlake Parkway, South Tower, Suite 950, Atlanta, Georgia 30328, who will forward such communications to the appropriate party. Such communications may be made confidentially or anonymously. Advertisements, solicitations for business, requests for employment, requests for contributions, or other inappropriate material will not be forwarded to our directors.

Director Compensation

Our non-employee director compensation plan is designed to attract, retain and compensate highly-qualified directors by providing them with competitive compensation and an equity interest in our Company to align their interests with those of our stockholders. In lieu of per-meeting fees, we pay annual cash and stock award retainers to our non-employee directors that are not affiliated with Blueapple, Inc. (“Blueapple”), a Delaware corporation which is controlled by entities affiliated with our founder and Chairman of our board of directors, Rafik R. Sidhom, or MDP. Other than Mr. Sidhom, we do not pay additional compensation to directors who are also our employees for their service as a director. Our nominating and corporate governance committee periodically reviews our non-employee director compensation plan and makes recommendations as necessary to our full board of directors.

Mr. Sidhom receives $250,000 for his service as Chairman of our board of directors. Each of our independent directors not affiliated with Blueapple or MDP — currently Mmes. Miller, Panayiotou, and Harland, and Messrs. Chancy, Garabedian, Leeds and Pope — receive an annual cash retainer fee of $100,000 (pro-rated for partial periods for new directors). In addition, independent directors (except for committee chairs) who serve on our audit committee, compensation committee, nominating and corporate governance committee and technology subcommittee are each entitled to annual committee fees of $12,500, $10,000, $5,000 and $5,000, respectively. Chairpersons of the audit committee, compensation committee, nominating and corporate governance committee and technology subcommittee are each entitled to annual committee chair fees of $20,000 per year, $17,500 per year, $10,000 per year and $10,000 per year, respectively.

On an annual basis, each of our independent directors not affiliated with Blueapple and MDP receive a grant of restricted stock units which cliff vest on the first anniversary of the date of grant. The grant date value of the grant of restricted stock units through 2021 was $125,000, and the grant date value of the grant of restricted units for 2022 is $150,000. The number of restricted stock units granted is based on the closing sale price of our Class A common stock as reported by Nasdaq on the grant date.

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2021 Director Compensation Table

The following table provides information regarding the compensation paid to our directors (other than our Chief Executive Officer) that received compensation for the fiscal year ended December 31, 2021.

Name	Fees earned or paid in cash for 2021 service ($)(1)		Fees earned or paid in cash in 2021 related to 2020 deferred payments ($)(2)		Stock awards ($)(3)(4)		All other Compensation ($)(5)		Total ($)
Mark A. Chancy		117,500		58,750		126,839		—		303,089
David W. Leeds		130,000		60,000		125,900		—		315,900
John S. Garabedian		125,000		57,750		125,900		—		308,650
Laura M. Miller		127,500		63,750		125,900		—		317,150
Gregory S. Pope		122,500		69,000		125,900		—		317,400
Rafik R. Sidhom		250,000		156,596		—		29,800		436,396
Stacey V. Panayiotou(6)		50,000		—		—		—		50,000

(1)

Represents annual cash retainers, committee fees and chairmanship fees earned during 2021.

(2)

In connection with our response to the COVID-19 pandemic, each of our non-employee directors voluntarily agreed to temporarily defer their cash retainer fees for the second and third quarters of 2020. In addition, Mr. Sidhom agreed to defer a portion of his compensation for his service as Chairman of our board of directors. Deferred fees were paid to directors in the first quarter of 2021.

(3)

Represents the aggregate grant date fair value of each award of restricted stock units granted during the fiscal year computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718. For additional information, see note 22 to our audited financial statements for the fiscal year ended December 31, 2021 included in our annual report on Form 10-K filed with the SEC.

(4)

As of December 31, 2021, each of Ms. Miller and Messrs. Leeds, Garabedian, Pope and Chancy held 4,910 unvested restricted stock units.

(5)

Represents Mr. Sidhom’s participation in certain of our health and welfare programs that are available to executive employees and Mr. Sidhom’s participation in a supplemental healthcare insurance plan paid for by the Company.

(6)

Pro-rated for partial periods as a new director.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (CD&A) focuses on our 2021 compensation programs, actions and outputs. These compensation decisions reflect the compensation committee’s application of our compensation philosophy, plan objectives and performance standards against financial and individual executive performance through the end of 2021.

Named Executive Officer Compensation Design, Elements and Pay Mix

This section provides an overview of our 2021 executive compensation program, including a narrative description of the material factors necessary to understand the information disclosed regarding the compensation of our named executive officers, or NEOs, in the summary compensation table below. For 2021, our NEOs were:

Name			Position
James G. Kelly			Chief Executive Officer
Thomas E. Panther			Executive Vice President, Chief Financial Officer
Brendan F. Tansill			President, the Americas
Darren Wilson			President, International
Michael L. Reidenbach			Executive Vice President, Chief Information Officer

Compensation Philosophy

Our compensation philosophy is based on the principle of pay-for-performance, with the actual compensation received by any NEO varying based on our performance. The compensation committee is comprised solely of independent directors and is responsible for determining the compensation for each of our NEOs and administering our equity compensation plans and awards. The compensation committee reviews our executive compensation program annually to ensure that we have a competitive, market-based program designed to drive our performance for the benefit of all our stockholders. Our compensation program is intended to:

•

support the achievement of our financial and business objectives;

•

align short-term and long-term incentives with achievement of our strategy and objectives;

•

attract and retain highly qualified executives who can lead our complex, expanding global business;

•

deliver an externally competitive and transparent total compensation structure;

•

create an environment where performance is rewarded; and

•

align the interests of our NEOs with our stockholders.

In order to achieve these results, our compensation committee believes our program must:

•

provide our NEOs with total compensation opportunities at levels that are competitive for comparable positions in a highly competitive industry;

•

provide variable, at-risk incentive award opportunities that are payable only if specific goals are achieved;

•

provide significant upside opportunities for outstanding performance and strong shareholder value creation; and

•

align the interests of our NEOs with those of our stockholders by making stock-based incentives a prominent element of our executive compensation program.

The NEO compensation program is designed considering the following factors:

•

market data provided by our independent compensation consultant to ensure we offer competitive compensation to our NEOs based on experience level, individual skills, criticality of the role, individual performance and other factors;

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opportunities to award NEOs if performance significantly exceeds our established company-wide financial performance objectives; and

•

alignment with stockholders by ensuring that a core part of NEO compensation is stock based, including a significant portion of stock options for the 2021 grant.

Our compensation committee also considers and assesses potential risk and risk mitigation factors in all our compensation programs. For 2021, our compensation committee concluded that our compensation practices are balanced, do not encourage excessive risk taking by our NEOs or other employees, and are not reasonably likely to have a material adverse effect on us.

Compensation of our NEOs is comprised of three key components: base salary, short-term cash incentive and long-term equity incentive.

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As discussed below, starting with respect to fiscal year 2022, we introduced performance stock units to our long-term incentive program. 50% of the long-term incentive awards granted to our NEOs and to the other direct reports of the Chief Executive Officer in February 2022 were subject to performance-based vesting conditions, with cliff vesting at the end of three-year performance cycles.

Below is the mix of total target compensation in 2021 for our Chief Executive Officer and the average of all other NEOs.

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Our compensation program is aligned with our short- and long-term performance and reflects best practices to ensure sound corporate governance. As illustrated above, the vast majority of our NEOs’ compensation is subject to forfeiture (“at risk”). In addition, with the exception of base salary and restricted stock units, all compensation is performance-based. NEOs are also subject to stock ownership guidelines.

What We Do		What We Don’t Do
	Strong emphasis on performance-based compensation, with a significant portion of NEO compensation tied to our performance		No repricing without stockholder approval
	Commencing in 2022, 50% of executive officer grants are subject to forward looking performance-based conditions		No excise or other tax gross ups on change in control payments
	Mix of short-term and long-term incentives		No incentives that encourage excessive risk-taking
	Board-approved annual revenue, EBITDA and other targets for short-term incentive payments generally, with rigorous individual financial and non-financial performance requirements		No liberal share recycling or “net share counting” upon exercise of stock options
	Double-trigger change-in-control severance benefits for executive officers		No hedging, pledging or short sales of Company stock
	Robust clawback policy for incentive compensation paid to our executive officers		No guaranteed incentive awards for executives
	Benchmarking against a representative peer group		No “single-trigger” change in control acceleration of equity awards
	Conditional severance payments upon a release of claims and compliance with restrictive covenants
	Compensation decisions for NEOs made by an independent compensation committee advised by independent compensation consultant
	Meaningful stock ownership requirements for executives
	Annual say-on-pay vote

Role of the Independent Compensation Consultant

The compensation committee has retained Meridian Compensation Partners LLC, which we refer to as Meridian, as its independent compensation consultant. The compensation committee assessed the independence of Meridian and whether its work raised any conflict of interest, taking into consideration

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the independence factors set forth in applicable SEC and Nasdaq rules, and determined that Meridian is independent. Meridian took guidance from and reported directly to the compensation committee. Meridian advised the compensation committee on trends and issues in executive compensation and on the competitiveness of the compensation structure and levels of our NEOs during 2021. At the request of the compensation committee, Meridian performed the following services to inform the compensation committee’s decisions regarding executive compensation for 2021:

•

Reviewed the Company’s peer group to provide context for the range of appropriate compensation for NEOs and compensation program designs;

•

Reviewed market data and trends for our NEOs to determine whether their targeted total direct compensation opportunities were competitive with positions of a similar scope in similarly sized companies in similar industries;

•

Assisted in the development of incentive design;

•

Kept the compensation committee aware of executive and director compensation trends and developments;

•

Attended compensation committee meetings, as requested, to discuss these items;

•

Advised on market trends for the impact of the COVID-19 pandemic on executive compensation; and

•

Advised on a comprehensive performance-based equity program that was implemented for the February 2022 executive equity grants.

All services performed by Meridian during 2021 related to executive and non-employee director compensation and related governance matters.

Market Data

The compensation committee considers the compensation programs and practices and resulting NEO compensation opportunities of selected other companies to assist it in setting our NEOs’ compensation to ensure that it remains competitive. For 2021, Meridian reviewed and refreshed our peer group, which is used to benchmark executive pay levels and to provide incentive design considerations. The companies in the peer group were chosen because (i) each company in the peer group is in the transaction, data processing or technology-enabled business, (ii) each company in the peer group is publicly traded, (iii) the peer group reflects companies with an appropriate range of revenues and market capitalizations, and (iv) we compete for talent with many of these companies.

For 2021, our peer group included the following companies:

ACI Worldwide, Inc.
Aspen Technology, Inc.
Black Knight, Inc.
Bottomline Technologies, Inc.
Deluxe Corporation
Ebix, Inc.
Euronet Worldwide, Inc.
EVERTEC, Inc.
Fair Isaac Corporation
FleetCor Technologies, Inc.

Information Services Group, Inc.
MicroStrategy Incorporated
MoneyGram International, Inc.
Paya Holding
Paychex, Inc.
Priority Technology Holdings
Progress Software Corporation
QAD, Inc.
WEX, Inc.
Zendesk, Inc.

In connection with the compensation committee setting NEO compensation for 2021, the compensation committee reviewed data collected and analyzed by Meridian, including data related to benchmark compensation and current market trends.

Role of Named Executive Officers

In 2021, our Chief Executive Officer developed compensation recommendations for each of the NEOs other than himself based on our performance relative to the financial objectives established for the NEOs

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and approved by the compensation committee, the non-financial personal objectives for each NEO, the market data supplied by Meridian, and the individual performance and contribution of each NEO. The compensation committee considered the Chief Executive Officer’s recommendations, in conjunction with the counsel of Meridian and relevant market data (including the median level of compensation for each NEO within our peer group) in determining the compensation elements for each NEO. However, the compensation committee did not target any element of compensation at a particular percentile or range based on the peer group data. Rather, the compensation committee used this information as one factor in its decision-making process and considered other elements, such as the experience, skill set, criticality and contributions of each NEO in determining actual compensation levels for such NEO. The compensation committee determined all aspects of Mr. Kelly’s compensation as Chief Executive Officer in consultation with Meridian. Mr. Kelly did not participate in the compensation committee’s determination of his compensation.

Say-on-Pay Vote and Compensation Actions Taken

At our Annual Meeting, stockholders have the opportunity to vote, on an advisory basis, to approve the compensation of our NEOs, often referred to as “say-on-pay.” At our 2021 annual meeting, over 96% of the votes were cast to approve executive compensation. As a result of this high approval level, the compensation committee believes that stockholders broadly support our compensation policies, and the compensation committee continued to apply the same overall principles to determine the amounts and types of executive compensation for fiscal 2021.

The compensation committee will continue to monitor best practices, future advisory votes on executive compensation and other shareholder feedback to guide it in evaluating our NEO compensation program. The compensation committee invites our stockholders to communicate any concerns or opinions on executive pay directly to our board of directors. Please refer to “Directors, Executive Officers and Corporate Governance - Communication with the Board of Directors” for information about communicating with the board of directors.

Elements of our 2021 Compensation Program

As set by the compensation committee, the following table shows each NEO’s 2021 total target compensation, and each component of compensation:

Name	Base Salary		% of Total		Target Short-Term Cash Incentive		% of Total		Long-Term Equity Incentive(1)		% of Total		Total
James G. Kelly		700,000		9%		1,050,000		14%		5,820,000		77%		7,570,000
Darren Wilson		400,000		16%		400,000		16%		1,635,000		67%		2,435,000
Brendan F. Tansill		400,000		16%		400,000		16%		1,635,000		67%		2,435,000
Thomas E. Panther		395,000		17%		296,250		13%		1,600,000		70%		2,291,250
Michael L. Reidenbach		395,000		17%		296,250		13%		1,581,625		70%		2,272,875

(1)

Includes restricted stock unit and stock option awards granted in February 2021 valued at grant date fair value in accordance with FASB ASC Topic 718.

Our annual compensation program also includes other benefits, such as limited perquisites and tax gross ups with respect to the self-employment taxes that our NEOs, other than Messrs. Panther and Wilson, were obligated to pay as a result of their status as partners in a partnership (rather than as employees of a corporation) for federal and state income tax purposes.

Base Salary

Base salaries are established to provide compensation consistent with the marketplace to attract and retain exceptional NEOs. Base salary represented 9% of our Chief Executive Officer’s total compensation target and, on average, 17% of the total compensation target for our other NEOs. It is generally the one component of compensation that does not fluctuate with either our performance or the value of our stock.

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Generally, this component of compensation is evaluated annually by the compensation committee considering, among other factors, our contractual obligations under each NEO’s employment agreement, the competitiveness of each NEO’s pay opportunity based on market data, the responsibilities, experience, complexity and criticality of each NEO’s contributions to our financial and operational success, the totality of the NEO’s individual performance and, for NEO’s other than our Chief Executive Officer, Mr. Kelly’s assessment of such NEO’s individual performance.

In connection with the Company’s response to the COVID-19 pandemic, each of our NEOs voluntarily agreed to temporarily reduce their respective 2020 base salaries by 50%, effective March 29, 2020. The NEOs’ base salaries were subsequently reinstated to 100% of pre-reduction levels on a go forward basis, effective December 2020.

After an evaluation by the compensation committee of the factors described above, no NEOs received increases in their base salary for 2021 as compared to their base salary for 2020 (without giving effect to the temporary 50% reduction in base salaries due to the COVID-19 pandemic described above), other than Mr. Panther whose base salary was increased from $375,000 to $395,000 in April 2021.

The following table set forth the base salaries of our NEO’s in 2021.

Name

Base Salary
2021 ($)

Actual Base
Salary Paid
2020 (With
reduction)(1)
($)

Base
Salary
2020 (Pre-
reduction)
($)

% Change
2021 to 2020
(Pre-reduction)

James G. Kelly

SEC Form DEF 14A filed by EVO Payments Inc.