DEF 14A: Evertec, Inc. Files Definitive Proxy Statement for 2024 Annual Meeting

Evertec, Inc. has released its definitive proxy statement outlining proposals for the upcoming annual meeting of stockholders, including the election of directors, an advisory vote on executive compensation, and the ratification of the company's independent registered public accounting firm.

Summary

• Evertec, Inc. has filed a definitive proxy statement for its 2024 Annual Meeting of Stockholders, which will be held virtually on May 23, 2024.
• The proxy statement includes information on director nominees, corporate governance, executive compensation, and other important matters to be voted on at the meeting.
• Stockholders are encouraged to vote on three key proposals: the election of directors, an advisory vote on executive compensation, and the ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm.
• The Board of Directors recommends voting 'FOR' all listed proposals.
• The document details the compensation structure for named executive officers (NEOs), including base salary, annual cash incentives, and long-term equity incentives.
• In 2023, Evertec acquired paySmart and Sinqia to expand its presence in Brazil.
• The company's Adjusted EBITDA for 2023 was $286.4 million for the purposes of determining share-based compensation.
• The proxy statement also covers corporate governance practices, risk oversight, and environmental, social, and governance (ESG) matters.
• The company's CEO pay ratio is reported as 391:1, with the CEO's compensation at $14,371,811 and the median employee's compensation at $36,761.
• Excluding a one-time special retention grant, the CEO's total compensation for 2023 would have been $8,371,811, resulting in a pay ratio of 228:1.

Sentiment

Score: 7

Explanation: The document presents a balanced view of Evertec's performance and governance, with a focus on positive achievements and future goals. The sentiment is moderately positive, reflecting a stable and well-managed company.

Positives

• The Board of Directors is composed of highly qualified and experienced individuals.
• The company has strong corporate governance practices in place.
• Evertec is committed to ESG matters and has invested approximately $1 million in related initiatives during 2023.
• Stockholders expressed strong support for the company's executive compensation program in 2023, with approximately 98.5% advisory approval.
• The company has a Clawback Policy in place to encourage sound financial reporting and increase individual accountability.

Negatives

• The CEO pay ratio is relatively high at 391:1, although this is reduced to 228:1 when excluding a one-time special retention grant.

Risks

• The proxy statement mentions risks related to cybersecurity and IT, which are overseen by the Information Technology Committee.
• The company's performance is subject to various economic and market conditions, as well as regulatory changes.

Future Outlook

The company aims to become one of the leading Fintechs for the LATAM region.

Management Comments

• On behalf of the Board of Directors and officers of Evertec, Inc. we are pleased to invite you to attend our 2024 Annual Meeting of Stockholders to be held virtually on Thursday, May 23, 2024 at 9:00 a.m. Atlantic Standard Time.

Industry Context

The document notes that Evertec's industry continues to experience consolidation, which has led to a scarcity of peer replacements of appropriate size and business focus.

Comparison to Industry Standards

• The compensation peer group used to make NEO compensation decisions in 2023 included ACI Worldwide, EVO Payments, MoneyGram International, Black Knight, ExlService Holdings, Q2 Holdings, CSG Systems International, Green Dot Corp., Repay Holdings Corporation, Euronet Worldwide, Jack Henry & Associates, WEX, Everi Holdings, International Money Express, and Verra Mobility.
• The company benchmarks its executive compensation against the market median of its peer group.

Related Party Transactions

• Other than compensation arrangements for our directors and NEOs described elsewhere in this Proxy Statement, there were no Related Party Transactions since January 1, 2023, to which we were a party or will be a party, in which the amounts involved exceeded or will exceed $120,000, and any of our directors, executive officers or holders of more than 5% of our common stock, or any member of the immediate family of the foregoing persons or entities, had or will have a direct or indirect material interest.

Stakeholder Impact

• The proxy statement outlines matters that directly impact shareholders, including director elections and executive compensation.
• The company's ESG initiatives aim to benefit employees, customers, communities, and the environment.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Stockholders on May 23, 2024.

Key Dates

Keywords

proxy statement, annual meeting, executive compensation, directors, corporate governance, Evertec, stockholders, ESG, Deloitte, financial performance