Document

DEF 14A 1 def14a12312021.htm DEF 14A Document

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 (Amendment No. )

Filed by the Registrant ý

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

EVERTEC, Inc.

(Name of Registrant as Specified In Its Charter)

Not Applicable

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

Payment of Filing Fee (Check the appropriate box):


ý			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2022 Proxy Statement and
Notice of Annual Meeting of Stockholders

Friday, May 20, 2022

9:00 a.m. Atlantic Standard Time

Dear Stockholder:

On behalf of the Board of Directors and officers of Evertec, Inc. (“we,” “us,” “Evertec” or the “Company”) we are pleased to invite you to attend our 2022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on Friday, May 20, 2022 at 9:00 a.m. Atlantic Standard Time. We believe hosting a virtual meeting will help us safeguard public health during the ongoing COVID-19 pandemic.

At our virtual Annual Meeting stockholders will be able to attend, vote their shares, and submit questions by visiting www.virtualshareholdermeeting.com/EVTC2022. During the Annual Meeting, you will be asked to vote on four proposals described in detail in the accompanying notice of the Annual Meeting and Proxy Statement. The Proxy Statement also contains other information that you should read and consider before voting.

Your vote is very important to us. Whether or not you expect to attend the Annual Meeting, please submit your proxy or voting instructions over the Internet, telephone, or by mail as soon as possible to ensure that your shares are represented at the Annual Meeting and your vote is properly recorded. If you decide to attend the Annual Meeting remotely, you will be able to vote, even if you previously submitted your proxy.

If you have any questions concerning the Annual Meeting, and you are the stockholder of record of your shares, please contact our Investor Relations department at IR@evertecinc.com or (787) 773-5442. If your shares are held by a bank, broker or other nominee, please contact your bank, broker or other nominee for questions concerning the Annual Meeting.

Sincerely,



Frank G. D’Angelo Chairman of the Board of Directors			Morgan M. Schuessler, Jr. President and Chief Executive Officer

Notice of the 2022 Annual Meeting of Stockholders

Date and Time

Virtual Meeting Access

Record Date

Friday, May 20, 2022 at 9:00 a.m.
Atlantic Standard Time

To access the Annual Meeting, please visit:

www.virtualshareholdermeeting.com/EVTC2022

Close of business on March 22, 2022

(the “Record Date”).

Items of Business


Company proposals to be voted on at the Annual Meeting:	Board Voting Recommendation

1. Election of Directors;		FOR each director nominee

2. Advisory Vote on Executive Compensation;		FOR

3. Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm; and		FOR

4. Approval of the Evertec, Inc. 2022 Equity Incentive Plan.		FOR

Stockholders may also transact any other business that may be properly brought before the Annual Meeting or any adjournments or postponements thereof.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING

The Company’s Proxy Statement and Annual Report are available at www.proxyvote.com. Your vote is important to us. Please exercise your stockholder right to vote.

By Order of the Board of Directors,

Luis A. Rodríguez

Executive Vice President, Chief Legal and Corporate Development Officer, and Secretary of the Board of Directors

Table of Contents


Proxy Statement Summary			1
Introduction			1
Annual Meeting Information			1
Voting Proposals			1
Cast Your Vote			1
Executive Summary			2
PROPOSAL 1: Election of Directors			5
Information About Director Nominees			5
Corporate Governance			8
Overview			8
Board Composition			8
Board Committees			9
Director Qualifications			11
Board Leadership Structure			13
Chairman Duties			13
Director Compensation			13
Director Attendance Matters			15
Board and Committee Evaluations			15
Indemnification of Directors and Officers			15
Risk Oversight			16
Cybersecurity			16
Procedures for Communications with the Board			16
Section 16(a) Report Compliance			16
Management Succession Planning			16
Shareholder Engagement			17
Code of Ethics			17



Environmental, Social and Governance (ESG) Matters			17
Biographical Information of O ur Executive Officers			19
Executive Officers			19
PROPOSAL 2: Advisory Vote on Executive Compensation			21
Overview			21
Compensation Discussion and Analysis			22
202 1 Performance Highlights			22
Outside Advisors			23
Executive Compensation Highlights			23
Named Executive Officers (NEOs)			24
Compensation Philosophy and Objectives			24
Say on Pay			26
Role of Executive Officers in Compensation Decisions			26
Competitive Compensation Practices			26
Elements of Compensation			27
Base Salary			27
Annual Cash Incentive			28
Long-Term Equity Incentives			29
Other Compensation			32
Tax Deductibility of Executive Compensation			33
Stock Ownership Guidelines			33
Anti-Pledging and Anti-Hedging Policies			33
Clawback Policy			33
Compensation Risk Assessment			34
Summary Compensation			35
Grants of Plan-Based Awards			36
Outstanding Equity Awards at Fiscal Year End			37
Stock Vested			38

Employment Agreements			38
Severance Policy			39


Potential Payments Upon Termination of Employment			40
Potential Payments Upon Change in Control			41
Payments Upon Termination or a Change in Control			43
Compensation Committee Interlocks and Insider Participation			43
Pension Benefits and Non-Qualified Deferred Compensation			43
Compensation Committee Report			44
CEO Pay Ratio			45
Overview			45
PROPOSAL 3: Ratification of the Appointment of Deloi tte & Touche LLP as the Company ’s Independent Registered Public Accounting Firm			46
Overview			46
Principal Accounting Fees and Services			46
Audit Committee Report			48
Certain Relationships and Related Party Transactions			49
Policies for Approval of Related Party Transactions			49
Related Party Transactions			49
Master Services Agreement			50
Technology Agreement			51
ATH Network Participation Agreement			52
ATH Support Agreement			52
Independent Sales Organization Sponsorship and Services Agreement			53
Cash Depot Subcontract			53
Master Lease Agreement			54
Virgin Islands Services Agreement			54
Stockholder Agreement			54
Security Ownership			58
Security Ownership of Certain Beneficial Owners and Management			58
PROPOSAL 4: Approval of the Evertec, Inc. 2022 Equity Incentive Plan			59
Overview			59
Description of the 2022 Plan			59
Equity Compensation Best Practices Reflected in the 2022 Plan			60
Stockholder Approval Requirement			61
Summary of the 2022 Plan			61
Plan Benefits			65
P ro xy Statement for the 2022 Annual Meeting of Stock holders			66
General			66
Record Date and Shares Outstanding			67
Quorum			67
Voting of Proxies			67
Voting of Shares			67
Required Votes/Effect of Abstentions and Broker Non-Votes			67
How You Can Vote			68
Vote by Internet			68
Vote by Phone			69
Vote by Mail			69
Revocation of Proxies			69
Voting Results			69
Solicitation			69
Householding of Proxy Materials			69
Other Matters			70
Stockholder Proposals for the 202 3 Annual Meeting of Stockholders			70
Other Business			70
Appendix A			71
Appendix B			72

Table of Contents

Proxy Statement Summary

Introduction

Please read this Proxy Statement, and our Form 10-K and Annual Report for the fiscal year ended on December 31, 2021 for complete information regarding the Annual Meeting, the proposals to be voted on at the Annual Meeting and our performance for the year ended on December 31, 2021. Except as otherwise indicated or unless the context requires otherwise, the terms “Evertec,” “we,” “us,” “our Company,” and “the Company” refer to Evertec, Inc. and its subsidiaries on a consolidated basis. The enclosed Proxy Statement and notice of the Annual Meeting were first mailed to stockholders on or about April 4, 2022.

Annual Meeting Information

Date and Time:

Friday, May 20, 2022

9:00 a.m. (AST)

Virtual Meeting Access:

www.virtualshareholdermeeting.com/EVTC2022

Record Date:

March 22, 2022

Voting Proposals

Cast Your Vote

At the Annual Meeting

Internet

QR Code

Phone

Mail

Visit www.virtualshareholdermeeting.com/EVTC2022. You will need the 16-digit number included in your proxy card or notice.

Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card or notice.

Scan this QR code with your phone to vote. You will need the 16-digit number included in your proxy card or notice.

Call 1-800-690-6903. You will need the 16-digit number included in your proxy card or notice.

Send your completed and signed proxy card to the address on your proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING:

The Company’s Proxy Statement and Annual Report are available at www.proxyvote.com. Your vote is important to us. Please exercise your stockholder right to vote.

Evertec, Inc. - 2022 Proxy Statement 1

Table of Contents

Executive Summary

All amounts are rounded. For more information, please refer to our Annual Report on Form 10-K for the fiscal year ended on December 31, 2021. For purposes of this Proxy Statement, “Adjusted EBITDA” is not presented in accordance with accounting principles generally accepted in the United States of America (commonly known as “GAAP”). See A ppendi x A for a reconciliation of GAAP and non-GAAP financial measures to our results, as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended on December 31, 2021.

2 Evertec, Inc. 2022 Proxy Statement

Table of Contents

SUMMARY—DIRECTOR NOMINEES



Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Information Technology Committee

Evertec, Inc. 2022 Proxy Statement 3

Table of Contents

RECENT ESG HIGHLIGHTS

RESULTS OF THE 2021 ADVISORY VOTE ON EXECUTIVE COMPENSATION

2021 EXECUTIVE TARGET COMPENSATION MIX

The charts below set forth the target compensation mix for our Chief Executive Officer (the “CEO

SEC Form DEF 14A filed by Evertec Inc.