DEF 14A of Evertec, Inc., Apr 7, 2025

DEF 14A of Evertec, Inc.

Filed Apr 7, 2025 · FY20240001559865-25-000012

Open on EDGAR

  1. Governance Documents and Resources

    | Severance Policy | 44 | | Potential Payments Upon Termination of Employment | 45 | | Potential Payments Upon Change in Control | 47 | | Payments Upon Termination or a Change in Control | 48 | | Compensation Committee Interlocks and Insider Participation | 48 | | Pension Benefits and Non-qualified Deferred Compensation | 49 | | Tax Deductibility of Executive Compensation | 49 | | Proposal 2 Advisory Vote on Executive Compensation | 50 | | Overview | 50 | | CEO Pay Ratio | 51 | | Overview | 51 | | Pay Versus Performance | 52 | | Overview | 52 | | Security Ownership | 56 | | Overview | 56 | | Security Ownership of Certain Beneficial Owners | 56 | | Security Ownership of Management | 56 | | Securities Authorized for Issuance Under Equity Compensation Plans | 57 | | Delinquent 16(a) Reports | 58 | | Proposal 3 Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal Year Ending December 31, 2025 | 59 | | Overview | 59 | | Principal Accounting Fees and Services | 59 | | Audit Committee Report | 61 | | Certain Relationships and Related Party Transactions | 62 | | Related Party Transactions Policy | 62 | | Related Party Transactions | 62 | | Proxy Statement for the 2025 Annual Meeting | 63 | | General | 63 | | Questions and Answers About the Annual Meeting | 63 | | Record Date and Shares Outstanding | 64 | | Quorum | 64 | | Voting of Proxies | 64 | | Voting of Shares | 64 | | Required Votes/Effect of Abstentions and Broker Non-Votes | 64 | | How You Can Vote | 65 | | Revocation of Proxies | 66 | | Voting Results | 66 | | Solicitation | 66 | | Householding of Proxy Materials | 66 | | Other Matters | 68 | | Stockholder Proposals for the 2026 Annual Meeting of Stockholders | 68 | | Other Business | 68 | | Appendix A: Reconciliation of GAAP and Non-GAAP Financial Measures | A-1 |

  2. Director Nominees

    Director Nominees All ages shown are as of the filing date of this Proxy Statement with the SEC. Our directors’ skills and experience matrix includes a variety of key skills determined by the Board to be crucial to the Company’s strategic direction and operations. As a full-service transaction-processing business and financial technology provider in Latin America, Puerto Rico and the Caribbean, Evertec operates in a highly competitive and rapidly evolving industry.

  3. Director Nominees

    | Director Skills and Experiences Relevant to the Successful Oversight of our Strategy | | | | | | | | | | | | | | | | Frank G. D’Angelo | | | | | | | | Morgan M. Schuessler, Jr. | | | | | | | | Kelly Barrett | | | | | | | | Olga Botero | | | | | | | | Virginia Gambale | | | | | | | | Jorge A. Junquera | | | | | | | | Iván Pagán | | | | | | | | Aldo J. Polak | | | | | | | | Alan H. Schumacher | | | | | | | | Brian J. Smith | | | | | | | | Total | 70% | 80% | 70% | 80% | 60% | 80% |

  4. Director Nominees

    FinTech Knowledge. Expertise in FinTech is essential to understand emerging trends, technologies, and innovations that can shape the Company’s product offerings and operational strategies. Directors with FinTech knowledge help guide the Company in staying ahead of industry disruptions, adopting new payment and financial solutions, and leveraging technology for competitive advantage. LATAM Experience. Evertec has a significant presence in Latin America, and growing in this region is one of our strategic initiatives. Understanding the unique market dynamics, regulatory environment, and cultural nuances of Latin America is crucial for Evertec’s success. Directors with LATAM experience can offer valuable insights into local consumer behavior, partnerships, and regulatory issues, ensuring the Company’s strategies align with the region’s needs and opportunities. Financial Expertise. Expertise and knowledge in financial markets, accounting, and financial reporting processes are critical for overseeing Evertec’s financial health, profitability, and long-term sustainability. Directors with robust financial backgrounds can assist the Board in comprehending, advising, and supervising our financial position, operational results, financial reporting, internal control processes, and audit matters. Moreover, these directors can contribute to the evaluation of capital allocation effectiveness and the optimization of revenue and cost models. Abundant Risk Management Experience. Given the highly regulated and rapidly evolving nature of our industry and its inherent risks (including cybersecurity and IT-related risks), directors with abundant risk management experience identifying, prioritizing, and managing a broad spectrum of risks can help the Board anticipate risks and oversee their management. M&A and Strategy. We are confident that our business is well-positioned to continue its expansion across the rapidly growing Latin America region. M&A serves as a crucial strategy for Evertec’s growth, facilitating entry into new markets and the acquisition of complementary technologies. Directors with experience in M&A and strategic planning can assist in anticipating risks and opportunities from potential targets, evaluating financial structures and valuation components, prioritizing integration efforts, and developing long-term growth strategies that enhance stockholder value. IT and Cybersecurity. Given Evertec’s role in processing sensitive financial data and payments, robust IT and cybersecurity expertise is essential. Directors with knowledge in this area can help provide insight on challenges and opportunities as the Company identifies and implements strong data protection measures, complies with security regulations, and stays ahead of evolving cybersecurity threats. Cybersecurity expertise is vital for safeguarding customer trust and maintaining business continuity in an increasingly digital transaction environment.

  5. Proposal 1 Election of Directors

    Proposal 1 Election of Directors

  6. Proposal 1 Election of Directors

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

  7. | Information About Director Nominees

    | Information About Director Nominees The individuals identified below have been nominated to stand for election for a term that expires at the Company’s 2026 annual meeting of stockholders. Each of these individuals has consented to be named as a nominee in this Proxy Statement and to serve as a director until the expiration of his or her respective term and until such nominee’s successor has been duly elected or qualified or until the earlier resignation or removal of such nominee. All director nominees currently serve as members of our Board. There are no family relationships between any current director, executive officer or director nominee. If any one or more of the nominees named in this Proxy Statement becomes unable to serve for any reason, the Board may designate substitute nominees, unless the Board by resolution provides for a lesser number of directors. In this event, the proxy holders will vote for the election of such substitute nominee or nominees. Below please find a summary of each director nominee’s principal occupation, experience and qualifications. All ages shown are as of the filing date of this Proxy Statement with the SEC.

  8. Frank G. D’Angelo

    Frank G. D’Angelo Chairman of the Board | Director since 2013 | Age: 79 | Independent

  9. Frank G. D’Angelo

    | | Committees: Compensation Committee (Chair) Nominating and Corporate Governance Committee |

  10. Frank G. D’Angelo

    Mr. D’Angelo has been Chairman of the Board since February 2014 and a director since September 2013. Since June 2015 he has served as Operating Partner in Hill Path Capital, a private equity partnership; and was a partner in Bridgeport Partners, a private investment firm, from June 2019 through May 2024. From May 2019 until November 2021, he served as Executive Vice President of NCR Corporation and as President of NCR Banking. Prior to this, he was Senior Executive Vice President and COO of the payments section at Metavante Technologies, Inc. and Fidelity National Information Services, Inc. (FIS). At Diebold Corporation, he was Chairman and CEO of Diebold Mexico from 1993 through 1995. Mr. D’Angelo has over 40 years of experience in the financial services, digital banking and payments industries. He is a former chairman of the Electronic Funds Transfer Association, served on the Payments Advisory Council of the Federal Reserve Bank of Philadelphia, is a U.S. Air Force veteran, and served as a director for Walsh University Ohio. Mr. D’Angelo’s experience in the financial services industry, as well as his strong background in operations and management, provides great value to our Board. Morgan M. Schuessler, Jr. President and CEO | Director since 2015 | Age: 54

  11. Frank G. D’Angelo

    | | |

  12. Frank G. D’Angelo

    Mr. Schuessler has been a director and the Company’s President and CEO since April 2015. Previously, he served as President of International for Global Payments, Inc., overseeing the company’s business outside of the Americas, spanning 23 countries throughout Europe and Asia. Mr. Schuessler currently serves on the board of directors of Endeavor Puerto Rico, the Wharton Executive Education Board, and the Smithsonian Institution National Board. In February 2025, he was appointed to the Board of Directors, the Audit and Finance Committee and Corporate Governance Committee of the Deluxe Corporation (NYSE: DLX). Mr. Schuessler has over 20 years of experience in the payments industry; accordingly, he is well-versed in the intricacies of the Company’s core business and has developed management and oversight skills required to make significant contributions to the Board.

  13. Kelly Barrett

    Kelly Barrett Director since 2021 | Age: 60 | Independent

  14. Kelly Barrett

    | | Committees: Compensation Committee Information Technology Committee |

  15. Kelly Barrett

    Ms. Barrett has been a director since May 2021. From 2016 until her retirement in 2020, Ms. Barrett was the Senior Vice President of Home Services at The Home Depot. Ms. Barrett joined The Home Depot in 2003, where she held various senior management positions, including as Vice President of Internal Audit and Corporate Compliance, and Controller. Ms. Barrett currently serves as board member of Piedmont Office Realty Trust, Inc. (NYSE: PDM), Americold Realty Trust (NYSE: COLD), and Louisiana Pacific (NYSE: LPX). Her leadership roles in the community currently include serving on the board of the Metro Atlanta YMCA (where she formerly served as chair); the National Association of Corporate Directors, Atlanta Chapter board; the Georgia Tech Foundation Board of Trustees; and as a member of the Advisory Board of Scheller College of Business at Georgia Tech (where she also formerly served as chair). She is also a Certified Public Accountant in the state of Georgia, has a Cybersecurity Certificate from the National Association of Corporate Directors (NACD) and is NACD Directorship Certified. Ms. Barrett’s substantial experience in leadership roles, strategy and enterprise risk management, coupled with service on several boards, is of great service to the Company.

  16. Olga Botero

    Olga Botero

  17. Olga Botero

    | | Committees: Information Technology Committee (Chair) Audit Committee |

  18. Olga Botero

    Ms. Botero has been a director since September 2014. She is the founder and Managing Director of C&S Customer and Strategy, a consulting firm focused on supporting IT and digital and cybersecurity management for leading companies in Latin America, and co-founder and Chair of Seccuri, Inc. From 2011 until January 2024, she was a Senior Advisor to the Boston Consulting Group. She is a fellow at the National Association of Corporate Directors Board Leadership Fellow program, and an active member of Women Corporate Directors (WCD), where she was co-chair of the Colombian Chapter until 2024. She serves as an independent director of the Altipal S.A.S. board of directors since April 2022, serving as chair of their Audit Committee and member of their Innovation Committee. She also serves as an independent member of the Audit Committee of Group Coppel in Mexico, a family-owned group with businesses in retail, financial services and real estate since 2022; and as an independent advisor of Grupo Montoya, a family-owned group with businesses in music, automobile and real estate in Colombia and Panama. In October 2024, Ms. Botero joined the board of directors of Betterware de México (NYSE: BWMX), a direct to consumer selling of home products and beauty and personal care products company in Guadalajara, Mexico. Ms. Botero has over 25 years of experience in leadership roles in financial services, telecommunications and technology. She also has Climate Leadership and ESG certificates issued by the Diligent Institute. Her experience, expertise in cybersecurity and technology, and knowledge of Latin American markets are an asset to the Company.

  19. Virginia Gambale

    Virginia Gambale Director since 2023 | Age: 65 | Independent

  20. Virginia Gambale

    | | Committees: Audit Committee Information Technology Committee |

  21. Virginia Gambale

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

  22. Jorge A. Junquera

    Jorge A. Junquera

  23. Jorge A. Junquera

    | | Committees: Audit Committee Nominating and Corporate Governance Committee |

  24. Jorge A. Junquera

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

  25. Iván Pagán

    Iván Pagán Director since 2019 | Age: 66 | Independent

  26. Iván Pagán

    | | Committees: Audit Committee Information Technology Committee |

  27. Iván Pagán

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

  28. Aldo J. Polak

    Aldo J. Polak

  29. Aldo J. Polak

    | | Committees: Compensation Committee Information Technology Committee |

  30. Aldo J. Polak

    Mr. Polak has been a director since May 2019. He is a Partner and Senior Managing Director at Farlie Turner Gilbert & Co. LLC, a merchant banking firm, since July 2024. Prior to that, Mr. Polak founded The ALP Group LLC, which focuses on merchant banking services, and where he served as Managing Partner until March 2025. From November 2021 until January 2024, he was Managing Director at Mizuho, and from April 2021 until October 2021, he was the Managing Member of Ionos Capital Partners LLC, an investment vehicle company. Prior to that, Mr. Polak served as Chief Investment & Development Officer at Cisneros Group of Companies, a private conglomerate focused on digital advertising, media and entertainment, real estate and new technologies, from April 2019 to April 2021. Before his tenure at Cisneros, he spent over 15 years as an investment banker in Wall Street, including heading the Latin America efforts at LionTree, a global investment and merchant banking firm, from 2013 to March 2019. He currently serves on the boards of two charitable organizations, LatinoU and Reaching U, and was chairman of the latter in 2023 and 2024. He is also involved with Endeavor as a panelist and mentor to entrepreneurs. Mr. Polak’s significant experience in M&A, strategy and corporate development, and his network of corporate relationships in Latin America and in the payments sector provide great value to the Board.

  31. Alan H. Schumacher

    Alan H. Schumacher Director since 2013 | Age: 78 | Independent

  32. Alan H. Schumacher

    | | Committees: Audit Committee (Chair) Nominating and Corporate Governance Committee |

  33. Alan H. Schumacher

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

  34. Brian J. Smith

    Brian J. Smith

  35. Brian J. Smith

    | | Committees: Nominating and Corporate Governance Committee (Chair) Compensation Committee |

  36. Brian J. Smith

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

  37. | Director Compensation

    | Director Compensation Our Director Compensation Policy is designed to attract, retain and compensate skilled and experienced non-employee directors to serve on the Board and align their interests with the long-term interests of our stockholders. The Compensation Committee reviews and considers information from FW Cook, its independent compensation consultant, regarding the type and amounts of compensation paid to non-employee directors at peer companies. Informed by this review, the Compensation Committee makes recommendations to the Board for policy changes, if needed. The elements of our Director Compensation Policy are described in greater detail below:

  38. | Director Compensation

    | Annual Retainers | Chair | Member | | Board Retainer: Cash + Equity Compensation | $325,000(1) | $235,000(2) | | Committee Retainers (in addition to Board compensation): Cash Compensation Only | | | | Audit Committee | $25,000 | $12,500 | | Compensation Committee | $20,000 | $10,000 | | Nominating and Corporate Governance Committee | $21,000 | $7,000 | | Information Technology Committee | $21,000 | $7,000 |

  39. | Director Compensation

    (1)Includes $127,500 paid in cash and $197,500 paid in equity, which represents approximately 39% and 61% of the total Board chair retainer, respectively. (2)Includes $82,500 paid in cash and $152,500 paid in equity, which represents approximately 35% and 65% of the total Board member retainer, respectively. Only non-employee directors who qualify as independent directors are eligible to receive compensation for their services. Pursuant to our Director Compensation Policy, each independent director may elect to receive all or a portion of his or her Board cash retainer as equity compensation. Furthermore, independent directors shall be paid a per-meeting cash fee of $1,500 if the number of meetings in a service year (i.e., as measured from one annual meeting of stockholders to the next) exceeds the established threshold number of meetings as set forth in the table below; in each case (i) per service year and (ii) regardless of whether the meetings are in person or via teleconference. During 2024, the Company did not pay any per-meeting fees.

  40. | Director Compensation

    | Board and Committee | Threshold Number of Meetings | | Board | 14 | | Audit Committee | 14 | | Compensation Committee | 10 | | Nominating and Corporate Governance Committee | 8 | | Information Technology Committee | 8 |

  41. | Director Compensation

    In accordance with the above compensation structure, on May 23, 2024, the Company granted RSUs to the non-employee independent directors, with vesting occurring on May 31, 2025. If a non-employee independent director is appointed to the Board other than as a result of an election or reelection at the Company’s annual meeting of stockholders, his or her RSU award will be made as soon as practicable following such appointment. Other restrictions may apply; for more details, please refer to the “Stock Ownership Guidelines” section under the “Compensation Discussion and Analysis” of this Proxy Statement. The following table shows the compensation earned by our non-employee directors for their services in 2024:

  42. | Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | Total ($) | | Frank G. D’Angelo | 154,500 | 197,500 | 352,000 | | Kelly Barrett | 99,500 | 152,500 | 252,000 | | Olga Botero | 116,000 | 152,500 | 268,500 | | Virginia Gambale | 102,000 | 152,500 | 254,500 | | Jorge A. Junquera | 102,000 | 152,500 | 254,500 | | Iván Pagán | 102,000 | 152,500 | 254,500 | | Aldo J. Polak | 99,500 | 152,500 | 252,000 | | Alan H. Schumacher | 114,500 | 152,500 | 267,000 | | Brian J. Smith* | 31,000 | 235,000 | 266,000 |

  43. | Director Compensation

    (1)Represents the annual retainer amounts earned during 2024 pursuant to the Director Compensation Policy. (2)The RSU awards granted to our non-employee directors in 2024 had a grant date fair value of $35.05 per share. For further discussion about share-based compensation, refer to Note 20 of the Audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended on December 31, 2024. The RSUs awards granted to our non-employee directors in 2024 (which were the only outstanding awards held by our non-employee directors) remained outstanding as of December 31, 2024, as follows:

  44. | Director Compensation

    | Name | RSUs (#) | | Frank G. D’Angelo | 5,634 | | Kelly Barrett | 4,350 | | Olga Botero | 4,350 | | Virginia Gambale | 4,350 | | Jorge A. Junquera | 4,350 | | Iván Pagán | 4,350 | | Aldo J. Polak | 4,350 | | Alan H. Schumacher | 4,350 | | Brian J. Smith* | 6,704 |

  45. | Director Compensation

    *Mr. Smith elected to receive all his Board cash retainer as equity compensation. The $31,000 earned or paid in cash were in connection with Mr. Smith serving as chairperson of the Nominating and Corporate Governance Committee and member of the Compensation Committee.

  46. | Indemnification of Directors and Officers

    | Indemnification of Directors and Officers The Certificate of Incorporation and Bylaws generally eliminate the personal liability of each of our directors for breaches of fiduciary duty as a director and indemnify directors and officers as described herein. Our Certificate of Incorporation and Bylaws limit the liability of our directors to the maximum extent permitted by Puerto Rico law. However, if Puerto Rico law is amended to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of our directors will be limited or eliminated to the fullest extent permitted by Puerto Rico law, as so amended. Our Certificate of Incorporation and Bylaws provide that we will, from time to time, to the fullest extent permitted by law, indemnify our directors and officers against all liabilities and expenses in any suit or proceeding, arising out of their status as an officer or director or their activities in these capacities. We will also indemnify any person who, at our request, is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and is involved in a suit or proceeding arising out of such position. We may, by action of our Board, provide indemnification to our employees and agents within the same scope and effect as the foregoing indemnification of directors and officers. The right to be indemnified includes the right of an officer or a director to be paid expenses, including, without limitation, attorneys’ fees, in advance of the final disposition of any proceeding, provided that, if required by law, we receive an undertaking (from the relevant officer or director) to repay such expenses if it is determined that such officer or director is not entitled to be indemnified. Our Board may take certain actions it deems necessary to carry out these indemnification provisions, including purchasing insurance policies. Neither the amendment nor the repeal of these indemnification provisions, nor the adoption of any provision of our Certificate of Incorporation and Bylaws inconsistent with these indemnification provisions, will eliminate, reduce or adversely affect any rights to indemnification relating to such person’s status or any activities prior to such amendment, repeal or adoption. Our Bylaws provide that we may maintain insurance covering certain liabilities of our officers, directors, employees, and agents, whether we would have the power or would be required under Puerto Rico law to indemnify them against such liabilities. We maintain a directors’ and officers’ liability insurance policy (the “D&O Liability Insurance”) for the protection of our directors and certain of our officers. We have entered into our standard indemnification agreement with each of our directors in connection with his or her appointment to the Board. These indemnification agreements will require us to, among other things, indemnify our directors against liabilities that may arise by reason of their status or service as directors. We believe these provisions will assist in attracting and retaining qualified individuals to serve as directors and officers. These indemnification agreements also require us to advance any expenses incurred by the directors because of any proceeding against them as to which they could be indemnified and to use reasonable efforts to cause our directors to be covered by our D&O Liability Insurance policy. A director is not entitled to indemnification by us under such agreements if (i) the director did not act in good faith and in a manner he or she deemed to be reasonable and consistent with, and not opposed to, our best interests or (ii) with respect to any criminal action or proceeding, the director had reasonable cause to believe his or her conduct was unlawful.

  47. Introduction to the Compensation Discussion and Analysis

    Introduction to the Compensation Discussion and Analysis Dear stockholders: As members of the Compensation Committee, we want to take this opportunity to share with you our commitment to maintaining a compensation program that supports our talent strategy, rewards performance and aligns with priorities of our stockholders. The 2024 Say-on-Pay vote results were disappointing as we observed a notable year-over-year decline, from 98.5% approval in 2023 to 62.2% approval in 2024. In response, we undertook an extensive stockholder engagement effort, as further detailed in this CD&A. We would like to thank all of you who met with us to share your viewpoints, concerns and suggestions. In our meetings, we learned that, generally, our executive compensation program structure is viewed as sound and aligns pay with performance. However, we also heard that: •low stockholder support for the 2024 Say-on-Pay proposal was attributable to a special, one-time, non-performance-based award granted to our President and CEO in December 2023; •while our compensation philosophy focuses on paying for executives’ performance against rigorous, pre-established goals, we should enhance our Proxy Statement disclosure so that stockholders can easily access the individual goals, objectives and targets that we have set for our executives; and •stockholders wish to know more about our executive succession planning. Our stockholders understood the purpose of the 2023 special one-time award to retain our CEO, drive business stability and focus on long-term stockholder value, but expressed a strong preference for any future special awards to include a performance-based vesting component. In response to such stockholder feedback, we commit not to issue additional special awards to Mr. Schuessler for the duration of the existing retention award period. Additionally, we will only consider one-time awards under extraordinary circumstances where compensation objectives cannot be met through our annual compensation programs and will default to performance-based vesting components unless deemed inappropriate. Our executives’ compensation for fiscal year 2024 did not include any special awards and no such awards are contemplated going forward. Importantly, based on our discussions with stockholders, we believe that a substantial majority of our stockholders support our core compensation program design, which is heavily weighted toward performance-based pay, and which received high Say-on-Pay support, averaging 99% approval over the three years prior to 2024. Lastly, as part of our commitment to maintain sound governance practices, we conduct an annual review of our compensation peer group to ensure its continued relevance and effectiveness. In December 2024, we reviewed our peer company list and made certain adjustments, as further discussed in the CD&A, under the “Competitive Compensation Practices” section. This review, undertaken in collaboration with our independent compensation consultant FW Cook, showed a scarcity in direct competitors of comparable size and business focus due in part to continued M&A activity in our industry. This required us to broaden our approach by incorporating companies tangentially related to the FinTech industry. Despite these challenges, we were able to make several changes to address industry dynamics and ensure our peer group’s continued relevance and effectiveness. The peer group changes included three peers being removed due to M&A activity (i.e., Black Knight, EVO Payments and MoneyGram) and four new peers being added (i.e., nCino, Payoneer Global, Shift4 Payments, and Verint Systems). With our new peer group, our compensation philosophy remains anchored in median pay positioning. As industry trends continue to evolve, we anticipate more adjustments to our peer group composition in the foreseeable future to preserve its relevance and utility as a benchmarking tool. We encourage you to review the following CD&A, which includes additional detail about our stockholder engagement effort, considerations related to the 2024 executive compensation program and its outcomes. The Compensation Committee,

  48. | Stockholder Engagement and Response to 2024 Say-on-Pay Vote

    | What We Heard | How We Responded | | Stockholders generally expressed satisfaction with our compensation program design, which has driven their high support for our Say-on-Pay historically and did not raise any concerns with the composition of our peer group. | We are committed to ensuring that we protect the best interests of all our stockholders and will continue to engage our stockholders for direct feedback. Our peer group will continue to evolve given the scarcity of direct competitors in the FinTech space and increased level of M&A activity. | | Stockholders expressed concerns regarding the CEO’s 2023 one-time special award, particularly its time-vesting nature. They noted that the established compensation program should account for any risks or considerations without the need for one-off awards. | No special awards were made in 2024 and none are anticipated in the foreseeable future. The Compensation Committee is committed to not making additional special awards to our President and CEO for the duration of the existing retention award and only considering special awards under extraordinary circumstances. Additionally, we will include performance measures on any potential future grant where appropriate. | | Stockholders recommended expanding discussion on goal rigor and the process in which goals are established. | We enhanced our disclosure of goal rigor and discussion of our performance metrics and results in this year’s CD&A. Please see the “Elements of Compensation—Annual Cash Incentive” section. | | Stockholders recommended expansion of succession planning disclosures. | Succession planning and leadership development are critical aspects of our human capital management. We enhanced our disclosure of how the Compensation Committee oversees succession planning for the CEO and senior management in the “Management Succession Planning” section. | | Stockholders recommended enhanced disclosure around Board-related processes, including Board composition, director skills matrix, and Board refreshment. | We have enhanced our disclosures around Board composition and refreshment and how we think about the necessary skills of our directors as we seek expertise that will help us navigate the challenges ahead. Please see the “Director Qualifications—Board Refreshment” section. |

  49. Our Commitment to Best Practices

    | What We Do | What We Don’t Do | | ü Benchmark against our peer group | û No excise tax gross-ups | | ü Conduct an annual Say-on-Pay vote | û No hedging or pledging of our securities | | ü Retain an independent compensation consultant | û No excessive perquisites or personal benefits | | ü Tie pay to financial and share price performance | û No special executive retirement plans | | ü Multi-year vesting requirements for equity awards | û No guaranteed bonuses | | ü Performance-based equity awards | | | ü Comprehensive Clawback Policy | | | ü Robust succession planning | | | ü Stock ownership minimum guidelines applicable to our directors, executives and senior vice presidents | |

  50. | Competitive Compensation Practices

    | Competitive Compensation Practices As part of the Company’s comprehensive review of its compensation programs and practices, the Compensation Committee, with input from FW Cook, annually reviews and approves an executive compensation peer group to assist in evaluating the competitiveness of NEO compensation in terms of both dollar opportunity and compensation structure and design. Evertec’s industry continues to experience consolidation, the result of which has been a historical scarcity of peer replacements of appropriate size and business focus. In an effort to widen the scope of potential comparable companies for consideration, the Compensation Committee considers several factors such as: •the extent to which the peer companies compete with Evertec in one or more lines of business for executive talent and for investors, •the statistical reliability in terms of the total number of companies in the peer set, •the comparability of revenues, market capitalization, total assets and number of employees, and •a “peer of peer” analysis and "reverse peer" analysis. The Compensation Committee used the following compensation peer group to make its NEO compensation decisions in 2024:

  51. | Competitive Compensation Practices

    | Peer Group | | | | ACI Worldwide | EVO Payments | MoneyGram International | | Black Knight | ExlService Holdings | Q2 Holdings | | CSG Systems International | Green Dot Corp. | Repay Holdings Corporation | | Euronet Worldwide | Jack Henry & Associates | WEX | | Everi Holdings | International Money Express | Verra Mobility |

  52. | Competitive Compensation Practices

    The Company conducted its annual review of the peer group in December 2024 with the assistance of FW Cook. As a result of this review, three companies were removed due to M&A activity (i.e., Black Knight, EVO Payments and MoneyGram International) and four companies were added to the list (i.e., nCino, Payoneer Global, Shift4 Payments, and Verint Systems), increasing the size of our peer group to sixteen companies. These changes were made to remove companies that had transitioned to private entities due to mergers and acquisitions, and to ensure our peer group is consistent in size with those of our peers and continues to provide statistically reliable and robust set of market information. Our current peer group is the following:

  53. | Competitive Compensation Practices

    | Peer Group | | | | | ACI Worldwide | ExlService Holdings | nCino *New | Shift4 Payments *New | | CSG Systems International | Green Dot Corp. | Payoneer Global *New | Verint Systems *New | | Euronet Worldwide | Jack Henry & Associates | Q2 Holdings | Verra Mobility | | Everi Holdings | International Money Express | Repay Holdings Corporation | WEX |

  54. | Competitive Compensation Practices

    As previously discussed, Evertec’s compensation philosophy targets the market median for total compensation for salary and variable compensation, which the Compensation Committee views as appropriate given Evertec’s positioning relative to its peers based on market capitalization. Given the Company’s headquarters are located in Puerto Rico with offices across Latin America, the Compensation Committee must balance the challenges of attracting and retaining experienced local executive talent with talent from the mainland United States, Latin America and elsewhere. The Compensation Committee’s access to competitive benchmarking is a critical element to understanding the current environment for executive talent. Along with other factors, this information enables the Compensation Committee to make well-informed decisions on recruitment and retention of key executives. FW Cook last prepared a benchmark compensation study on behalf of the Compensation Committee for NEOs in February 2025 and for directors in July 2023 (the next review for our directors will be conducted in July 2025).

  55. Base Salary

    Base Salary We provide our NEOs and other employees with a base salary to compensate them for services rendered during the year. This fixed element of our compensation program is determined for each executive based on position and scope of responsibility. Annual base salary for our NEOs is subject to review and approval by the Compensation Committee. In reviewing base salaries, the Compensation Committee may consider, among other factors: •changes in the executive’s individual responsibility, •analysis of the executive’s compensation, both internally (i.e., relative to other Company officers) and externally (i.e., relative to similarly situated executives at peer companies), and •individual executive performance. Having considered these factors, and to ensure that our total compensation packages are competitive with those provided by our peer companies and our competitors for top executive talent, and after consultation with FW Cook, on February 14, 2024, the Compensation Committee approved the following base salaries for our NEOs, effective as of July 1, 2024:

  56. Annual Cash Incentive

    Annual Cash Incentive The annual cash incentive is based on a mix between corporate performance, business segment metric (as applicable) and individual performance elements, as shown below, designed to motivate our NEOs to deliver strong annual financial results while advancing key initiatives. Our Compensation Committee places considerable weight on the achievement of well-defined quantitative factors as reflected in the corporate component of the Company’s annual cash incentive program, and aligns to our pay-for-performance compensation philosophy. •For our CEO and CFO: the corporate and individual objective components were established at 90% and 10% of the overall cash incentive targets, respectively. •For NEOs in charge of business segments: business segment metrics were established for Ms. Pérez at 60% and corporate and individual objective components were established at 20% and 20%, respectively, of the overall cash incentive targets. •For NEOs with support functions to which the business segment metric is not applicable: the corporate and individual objective components were established for (a) Mr. Viglianco, at 60% and 40% and (b) Mr. Rodríguez, at 70% and 30%, respectively, of the overall cash incentive targets.

  57. Corporate Performance

    Corporate Performance Under the corporate performance component of the 2024 annual cash incentive program, the Compensation Committee selected financial performance goals tied to “Adjusted Net Income” and “Revenue”. This structure aligns pay to the measures we believe best reflect the Company’s strategic objectives and incentivizes executives to achieve key financial objectives that drive stockholder value. For 2024, the Compensation Committee approved the following financial performance measures, weightings, threshold, target and maximum achievement levels (ranging from 50% payout of target at threshold to 150% payout of target at maximum with linear interpolation between the performance levels):

  58. Individual Performance

    Individual Performance The Compensation Committee sets specific goals for the CEO under the individual performance component of the annual cash incentive program, focusing on strategic imperatives, executive development, and business expansion. The CEO sets individual goals for each NEO based on their respective areas, targeting strategic initiatives, operational efficiency, and customer satisfaction. NEOs are eligible for 0% or up to a maximum of 150% achievement of their individual goals, based on the assessment of their individual goals. If the corporate performance threshold is not met, no annual cash incentive is paid to NEOs, even if individual objectives were achieved. Each NEO’s objectives are evaluated by the CEO, and the CEO’s objectives are evaluated by the Compensation Committee. The overall assessment of all NEOs is also reviewed by the Compensation Committee.

  59. Modifiers

    Modifiers Several modifiers are considered as part of the annual cash bonus to ensure proper attention is given to important regulatory, compliance, and cultural matters within the organization. These modifiers ensure baseline compliance is achieved and serve as deductions to the cash incentive if a NEO does not meet minimum thresholds regarding internal audit open items, ERM open items, cultural objectives, and individual budget compliance. The design does not include positive modifiers. The corporate performance metric was calculated at 128.54% payout. The actual incentive payout for each of our NEOs for 2024 was as follows:

  60. Modifiers

    | NEOs | Target Cash Incentive (%) | Corporate Performance (%) | Business Metric (%) | Individual Performance (%) | Target Cash Incentive ($) | Actual Cash Incentive Payout ($)(1) | | Morgan M. Schuessler, Jr. | 150 | 90 | — | 10 | 1,285,440 | 1,652,322 | | Joaquín A. Castrillo | 85 | 90 | — | 10 | 393,975 | 489,540 | | Diego Viglianco | 85 | 60 | — | 40 | 393,975 | 506,421 | | Paola Pérez | 85 | 20 | 60 | 20 | 344,406 | 424,888 | | Luis A. Rodríguez | 85 | 70 | — | 30 | 344,406 | 430,405 |

  61. Long-term Equity Incentives

    Long-term Equity Incentives Our Compensation Committee believes that a long-term incentive design tied to strong pay-for-performance principles is appropriate to ensure executive ownership and linkage to the long-term interests of Evertec’s stockholders. In 2024, both performance-based RSUs and time-based RSUs were granted for the dual purpose of serving as an incentive vehicle to help ensure that key employees’ compensation is linked to the Company’s overall performance in future years and as an important retention mechanism. The Compensation Committee has established Adjusted EBITDA as the primary performance measure for performance-based equity awards while ensuring focus on TSR through the use of a performance modifier. Accordingly, performance-based RSUs earned based on Adjusted EBITDA performance (“performance-based RSUs”) are adjusted upwards or downwards (+/- 25%) based on the Company’s relative TSR at the end of the three-year performance period as compared to companies in the Russell 2000 Index. For more information, see “Relative TSR Multiplier” in table under “Performance-based RSU Award Granted in February 2024” below. All unvested RSUs granted to NEOs have dividend equivalent rights, which entitle the RSU holders to the same value per share as our stockholders for dividends declared between the date of the grant and the settlement date of the RSUs. Such dividend equivalent rights are subject to the same terms and conditions as the corresponding unvested RSUs and are accumulated and paid only upon the vesting and settlement of the underlying RSUs.

  62. RSU Distribution Mix

    RSU Distribution Mix The long-term equity incentive grant approved by the Compensation Committee for our CEO and other NEOs in February 2024 had the following distribution mix between performance-based RSUs and time-based RSUs:

  63. RSU Distribution Mix

    | 2024 Equity Incentive Grant | | | | | | Name | Long-Term Equity Incentive Total Award Value ($) | RSUs Granted | | | | | | Performance-Based (#)(1) | Time-Based (#)(2) | Total (#) | | Morgan M. Schuessler, Jr. | 6,400,000 | 106,448 | 61,998 | 168,446 | | Joaquín A. Castrillo | 1,660,000 | 25,486 | 18,378 | 43,864 | | Diego Viglianco | 1,660,000 | 25,486 | 18,378 | 43,864 | | Paola Pérez | 1,300,000 | 19,959 | 14,392 | 34,351 | | Luis A. Rodríguez | 1,300,000 | 19,959 | 14,392 | 34,351 |

  64. RSU Distribution Mix

    (1)As of the grant date, February 29, 2024, the Monte Carlo simulation value was $39.08. (2)As of the grant date, February 29, 2024, the closing price of our common stock was $36.13.

  65. Performance-based RSU Award Granted in February 2024

    Performance-based RSU Award Granted in February 2024 The performance-based RSUs granted to NEOs on February 29, 2024, will vest on February 28, 2027. The actual number of performance-based RSUs granted was determined by dividing the award dollar value by a Monte Carlo simulation value that factors future stock prices for the Company and companies in the Russell 2000 Index. The Adjusted EBITDA performance measure was calculated for the one-year period commencing on January 1, 2024, and ended on December 31, 2024 (the “2024 Adjusted EBITDA”), relative to the goals set by the Compensation Committee for this same period. The performance-based RSUs are earned according to the table below, and are subject to a three-year service period before vesting measured from the date of the grant:

  66. Performance-based RSU Award Granted in February 2024

    | Performance Level* | 2024 Adjusted EBITDA (amounts in millions)($) | Payout Percentage | | Maximum | 360.1 | 200% | | Target | 327.4 | 100% | | Threshold | 311.0 | 60% | | Less Than Threshold | 311.0 | 0% |

  67. Performance-based RSU Award Granted in February 2024

    The Company’s 2024 Adjusted EBITDA target of $327.4 million represents growth of 12% over the prior year and actual performance for purposes of determining share-based compensation was $339.2 million or growth of approximately 16% as management implemented cost initiatives that resulted in better margins for the year. The 2024 performance-based awards yielded a payout of 136% of the target number of performance-based shares. Then the earned number of performance-based RSUs shall be modified by relative TSR performance, which will continue to be measured against the Russell 2000 Index over a three-year period from the grant date. The following table summarizes the relationship between the Company’s actual TSR performance when compared with the TSR performance of the members of the Russell 2000 Index and the associated modifier for the performance achieved:

  68. Performance-based RSU Award Granted in February 2024

    | Performance Level* | Company Percentile Rank vs. Russell 2000 Index | Relative TSR Multiplier | | Maximum | 75th Percentile or Above | 1.25 | | Target | 50th Percentile | 1.00 | | Threshold | 35th Percentile or Below | 0.75 |

  69. Performance-based RSU Award Granted in February 2024

    *Performance between levels is linearly interpolated.

  70. Time-based RSU Award Granted in February 2024

    Time-based RSU Award Granted in February 2024 The time-based RSUs granted to NEOs on February 29, 2024, will vest in three substantially equal installments on February 28, 2025, 2026 and 2027, provided the NEO remains continuously employed with the Company through each vesting date, except as otherwise specified in the applicable award agreement. The number of time-based RSUs granted was determined by dividing the award dollar value by the closing price of our common stock on the grant date.

  71. Payouts of Previously Granted Performance-based RSU Awards That Vested in 2024

    Payouts of Previously Granted Performance-based RSU Awards That Vested in 2024 In 2021 the Compensation Committee approved grants of performance-based awards to certain NEOs (the “2021 Performance-based RSU Awards”) with vesting on March 2, 2024, only to the extent that performance was achieved against certain pre-established goals as summarized in the table below:

  72. Payouts of Previously Granted Performance-based RSU Awards That Vested in 2024

    | Performance Level* | 2021 Adjusted EBITDA (amounts in millions)($) | Payout Percentage | | Maximum | 279.7 | 200% | | Target | 254.3 | 100% | | Threshold | 246.6 | 60% | | Less Than Threshold | 246.6 | 0% |

  73. Payouts of Previously Granted Performance-based RSU Awards That Vested in 2024

    *Performance between levels is linearly interpolated. The Company’s Adjusted EBITDA for the one-year period that commenced on January 1, 2021, and ended on December 31, 2021, was $294.8 million; therefore, the performance level was met with a payout percentage of 200%. The award was further subject to the same relative TSR modifier and performance payout scale as described above. The TSR of the 2021 Performance-based RSU Awards was 9.67%, which ranked at the 65th percentile of the Russell 2000 Index, resulting in a 1.15 modifier to the 200% payout. Thus, the final earnout for the 2021 Performance-based RSU Awards at vesting was 230%.

  74. Awards Granted in 2025

    Awards Granted in 2025 The core design of our 2025 long-term incentive awards remains aligned with previous years. Additionally, as part of the stockholder engagement previously laid out, our stockholders did not express any material concerns with the overall construct of our plan which gives us confidence that we continue to effectively correlate our compensation with performance. In February 2025, the Compensation Committee approved a grant of time-based RSUs to the NEOs, vesting in three substantially equal installments on February 28, 2026, 2027 and 2028, provided that the NEO remains continuously employed with the Company through each vesting date, except as specified in the applicable award agreement. For the 2025 performance-based RSUs, the Compensation Committee continued to use an Adjusted EBITDA target with a TSR Modifier as the performance metrics. The 2025 Adjusted EBITDA metric will be calculated for the one-year period from January 1, 2025 to December 31, 2025, relative to the goals set by the Compensation Committee. The Committee has again established an Adjusted EBITDA goal that is above 2024 and that will require strong performance from the management team in order to achieve maximum payouts, ultimately aiming to create stockholder value. Performance-based RSUs are earned based on performance level targets and are also subject to a three-year service period, starting from the grant date, before vesting. As in prior years, the number of earned performance-based RSUs will be adjusted (+/-25% using the same performance scale as described above) based on relative TSR performance, measured against the Russell 2000 Index over the three-year period following the grant date. The February 2025 grant approved by the Compensation Committee for our CEO and other NEOs had the following distribution mix between performance-based RSUs and time-based RSUs:

  75. Awards Granted in 2025

    | 2025 Equity Incentive Grant | | | | | | Name | Total Award Value ($) | RSUs Granted | | | | | | Performance-based (#)(1) | Time-based (#)(2) | Total (#) | | Morgan M. Schuessler, Jr. | 6,800,000 | 100,798 | 63,738 | 164,536 | | Joaquín A. Castrillo | 1,950,000 | 26,681 | 20,889 | 47,570 | | Diego Viglianco | 1,950,000 | 26,681 | 20,889 | 47,570 | | Paola Pérez | 1,300,000 | 17,787 | 13,926 | 31,713 | | Luis A. Rodríguez | 1,300,000 | 17,787 | 13,926 | 31,713 |

  76. Christmas Bonus

    Christmas Bonus In 2024, each of our NEOs received a Christmas bonus. Under Puerto Rico law, companies are required to pay employees who have worked more than 700 hours during a 12-month period (from October 1st of the prior year to September 30th of the year in which the Christmas bonus will be paid), an amount not less than $600 as a Christmas bonus, which must be paid on or before the 15th day of December of each year. Our 2024 practice was to pay a Christmas bonus to Puerto Rico employees based on a percentage of their base salary. Employees hired before October 29, 2012, received a Christmas bonus equivalent to approximately 4.17% of their base salary, while employees hired on or after this date received a Christmas bonus equivalent to 3.00% of their base salary.

  77. | Compensation Risk Assessment

    | •Balanced mix of incentives | Compensation includes a combination of cash and equity incentives, short-term (annual) and long-term incentives, and metrics based on both time and performance (e.g., revenue, earnings, and TSR). | | •Capped payout levels | Annual cash incentive payouts for 2024 for NEOs are capped at 150% of the target. | | | Performance-based RSUs payouts granted in 2024 were capped at 250% of the target. | | •Equity award vesting | Equity awards are subject to multi-year vesting periods to encourage long-term value creation. | | •Compliance and ethical •considerations | Compliance and ethical behavior are integral factors considered in all performance assessments. | | •Governance policies | Executive and senior officers are subject to the Company’s Stock Ownership Guidelines and Clawback Policy, which act as significant risk mitigators. |

  78. | Equity Grant Practices

    | Equity Grant Practices We do not time the granting of equity awards with any favorable or unfavorable news released by the Company. We do not take material nonpublic information into account when determining the timing and terms of equity awards or for the purpose of affecting the value of executive compensation. Proximity of any awards to an earnings announcement or other market events is coincidental. In the event material nonpublic information were to become known to the Compensation Committee before the grant of an equity award, the Compensation Committee would consider the information and use its business judgment to determine whether to delay the grant to avoid any appearance of impropriety.

  79. | Clawback Policy

    | Clawback Policy We have in place a Clawback Policy that intends to encourage sound financial reporting and increase individual accountability. The policy is administered by the Board, which may delegate its authority under the policy to the Compensation Committee, to the extent required by applicable rules. The Clawback Policy applies to all short and long-term cash incentives and bonuses, stock options, equity and equity-based awards, including without limitation RSUs, and other incentive compensation (collectively, “Incentive Compensation,” as defined in the policy). All (i) officers (as defined by Section 16 of the Exchange Act), (ii) executive vice-presidents, and (iii) any other designated employee of the Company that the Board designates are considered “Covered Officers” under the policy (as defined therein). If a Triggering Event (as defined in the policy) occurs, which includes a requirement that we prepare an accounting restatement due to material noncompliance with any financial reporting requirement, the policy provides for the forfeiture or recoupment from the Covered Officer from any of the following sources in the Board’s discretion: prior Incentive Compensation payments, future Incentive Compensation payments, cancellation of outstanding equity award, future equity awards, and direct repayment. If a Triggering Event occurs with respect to a Covered Officer, the Board will seek to require the forfeiture or repayment of the pre-tax amount of the award, vesting or amount of any Incentive Compensation received by the Covered Officer, such amount to be equal to the difference between the compensation received and the amount that would have been received had it been calculated based on the accounting restatement, as applicable, within the three (3) years lookback period. The Board may from time to time request that a Covered Officer certify on a form acceptable to the Board that he or she has not engaged in conduct constituting a Triggering Event.

  80. | Summary Compensation Table

    | Summary Compensation Table The following table summarizes the total compensation of each of our NEOs for services rendered during fiscal years ended 2024, 2023 and 2022, as applicable.

  81. | Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Morgan M. Schuessler, Jr. President and CEO | 2024 | 844,480 | 25,709 | 6,400,000 | 1,652,322 | 46,303 | 8,968,814 | | | 2023 | 816,000 | 24,960 | 12,074,000 | 1,413,665 | 43,186 | 14,371,811 | | | 2022 | 781,100 | 824,000 | 5,750,000 | 871,777 | 57,544 | 8,284,421 | | Joaquín A. Castrillo Executive Vice President, CFO and Treasurer | 2024 | 456,750 | 19,313 | 1,660,000 | 489,540 | 25,850 | 2,651,453 | | | 2023 | 423,919 | 18,750 | 1,660,000 | 514,452 | 36,761 | 2,653,882 | | | 2022 | 392,044 | 416,577 | 1,550,000 | 294,802 | 34,454 | 2,687,877 | | Diego Viglianco Executive Vice President and COO | 2024 | 456,750 | 13,905 | 1,660,000 | 506,421 | 5,279 | 2,642,355 | | | 2023 | 422,500 | 13,500 | 1,660,000 | 482,462 | 7,616 | 2,586,078 | | | 2022 | 362,500 | 211,850 | 1,300,000 | 310,031 | 8,355 | 2,192,736 | | Paola Pérez* Executive Vice President | 2024 | 399,283 | 16,883 | 1,300,000 | 424,888 | 24,677 | 2,165,731 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Luis A. Rodríguez Executive Vice President | 2024 | 399,283 | 12,155 | 1,300,000 | 430,405 | 12,079 | 2,153,922 | | | 2023 | 381,691 | 11,801 | 1,300,000 | 414,762 | 10,116 | 2,118,370 | | | 2022 | 346,866 | 411,100 | 1,175,000 | 240,911 | 41,855 | 2,215,732 |

  82. | Summary Compensation Table

    *Ms. Pérez was not a NEO during fiscal years 2022 and 2023. (1)Consists of (i) the Christmas bonuses paid by the Company for the years 2022, 2023 and 2024, and (ii) for 2022, a special one-time cash bonus approved by the Compensation Committee on July 27, 2022 in connection with Messrs. Castrillo, Rodríguez, and Viglianco’s contribution to a transaction with Banco Popular de Puerto Rico and Popular, Inc., which closed on July 1, 2022, as further discussed in the Company’s 2023 proxy statement filed with the SEC on April 13, 2023. (2)For 2023, includes a one-time special retention grant for Mr. Schuessler valued at $6,000,000. Aggregate grant date fair value for stock awards is computed in accordance with FASB ASC Topic 718. For a discussion of assumptions made in the valuation of awards, refer to Note 20 of the Audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The value of the performance-based awards for each NEO assuming the highest level of performance achieved was as follows, as of the grant date:

  83. | Summary Compensation Table

    | Name | Highest Level of Performance Achieved per Year by Each NEO | | | | | Year 2024 ($) | Year 2023 ($) | Year 2022 ($) | | Morgan M. Schuessler, Jr. | 12,639,952 | 17,996,053 | 11,356,184 | | Joaquín A. Castrillo | 3,153,981 | 3,153,900 | 2,944,944 | | Diego Viglianco | 3,153,981 | 3,153,900 | 2,469,988 | | Paola Pérez* | 2,469,963 | — | — | | Luis A. Rodríguez | 2,469,963 | 2,469,888 | 1,939,890 |

  84. | Summary Compensation Table

    *Ms. Pérez was not a NEO during fiscal years 2022 and 2023. (3)Amounts reported in this column reflect for each NEO the matching contribution amounts made as part of the Evertec Group Savings and Investment Plan, and the sum of the incremental cost to the Company of all perquisites and other personal benefits. All other compensation for 2024 is detailed below:

  85. | Summary Compensation Table

    | Name | Matching Contributions in Savings and Investment Plan ($) | Car ($)(a) | Club Membership ($) | Other Payments ($)(b) | Total ($) | | Morgan M. Schuessler, Jr. | 5,175 | 6,834 | 11,975 | 22,319 | 46,303 | | Joaquín A. Castrillo | 5,175 | 2,852 | 11,975 | 5,848 | 25,850 | | Diego Viglianco | 5,175 | — | — | 104 | 5,279 | | Paola Pérez | 5,175 | — | — | 19,502 | 24,677 | | Luis A. Rodríguez | 5,175 | — | — | 6,904 | 12,079 |

  86. | Summary Compensation Table

    (a) Includes annual car-value straight-line depreciation as recognized in the Company’s financial statements, and car maintenance expenses. (b) We determined the incremental cost to us for these perquisites and personal benefits based on the actual costs or charges incurred. Includes corporate gifts, entertainment tickets and tickets to Company-sponsored events, as well as travel expenses for the NEO’s spouse or guest. It also includes matching donations made on behalf of the NEO to approved organizations under the Evertec Executive Fund Matching Program. For Mr. Schuessler, other payments include (i) $10,000 for the cost of a guest’s ticket to a Company-sponsored event and (ii) $10,000 in matched donations.

  87. | Grants of Plan-based Awards

    | Grants of Plan-based Awards The following table sets forth certain information for plan-based awards granted to each of our NEOs for the fiscal year ended December 31, 2024.

  88. | Grants of Plan-based Awards

    | Name | Award Type | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($) | | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Morgan M. Schuessler, Jr. | Cash Incentive | — | — | 642,720 | 1,285,440 | 1,928,160 | — | — | — | — | — | | | Time-based RSUs | 02/29/24 | | — | — | — | — | — | — | 61,998 | 2,240,000 | | | Performance-based RSUs | 02/29/24 | | — | — | — | 47,902 | 106,448 | 266,120 | — | 4,160,000 | | Joaquín A. Castrillo | Cash Incentive | — | — | 196,988 | 393,975 | 590,963 | — | — | — | — | — | | | Time-based RSUs | 02/29/24 | | — | — | — | — | — | — | 18,378 | 664,000 | | | Performance-based RSUs | 02/29/24 | | — | — | — | 11,469 | 25,486 | 63,715 | — | 996,000 | | Diego Viglianco | Cash Incentive | — | — | 196,988 | 393,975 | 590,963 | — | — | — | — | — | | | Time-based RSUs | 02/29/24 | | — | — | — | — | — | — | 18,378 | 664,000 | | | Performance-based RSUs | 02/29/24 | | — | — | — | 11,469 | 25,486 | 63,715 | — | 996,000 | | Paola Pérez | Cash Incentive | — | — | 172,203 | 344,406 | 516,608 | — | — | — | — | — | | | Time-based RSUs | 02/29/24 | | — | — | — | — | — | — | 14,392 | 520,000 | | | Performance-based RSUs | 02/29/24 | | — | — | — | 8,982 | 19,959 | 49,898 | — | 780,000 | | Luis A. Rodríguez | Cash Incentive | — | — | 172,203 | 344,406 | 516,608 | — | — | — | — | — | | | Time-based RSUs | 02/29/24 | | — | — | — | — | — | — | 14,392 | 520,000 | | | Performance-based RSUs | 02/29/24 | | — | — | — | 8,982 | 19,959 | 49,898 | — | 780,000 |

  89. | Grants of Plan-based Awards

    (1)Reflects cash incentive opportunities under the Company’s annual cash incentive plan. The cash incentive opportunities are based on a corporate component, individual component and/or a business component, as applicable. The actual cash incentive payouts for 2024 are discussed in the “Elements of Compensation—Annual Cash Incentive” section of this CD&A. (2)Reflects the performance-based RSUs granted under the 2024 annual equity awards which will vest on February 28, 2027. (3)Reflects for all NEOs, time-based RSUs granted under the 2024 annual equity awards, which vest in three equal installments on February 28, 2025, 2026 and 2027 (in each case subject to continued employment through the vesting date).

  90. | Outstanding Equity Awards at Fiscal Year End

    | Outstanding Equity Awards at Fiscal Year End The table below sets forth the outstanding equity awards for our NEOs as of December 31, 2024. None of our NEOs had any outstanding option awards.

  91. | Outstanding Equity Awards at Fiscal Year End

    | Name | Stock Awards | | | | | | Number of shares or units of stock that have not vested (#)(1) | Market value of shares or units of stock that have not vested ($)(2) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(3) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | Morgan M. Schuessler, Jr. | 272,102 | 9,395,682 | 278,343 | 9,611,184 | | Joaquín A. Castrillo | 35,410 | 1,222,707 | 68,576 | 2,367,929 | | Diego Viglianco | 34,606 | 1,194,945 | 65,391 | 2,257,951 | | Paola Pérez | 30,597 | 1,056,514 | 47,157 | 1,628,331 | | Luis A. Rodríguez | 29,497 | 1,018,531 | 49,068 | 1,694,318 |

  92. | Outstanding Equity Awards at Fiscal Year End

    (1)Includes time-based RSUs still subject to a time-based service period, as follows:

  93. | Outstanding Equity Awards at Fiscal Year End

    | Name | Grant Date: February 25, 2022 (#)(a) | Grant Date: August 5, 2022 (#)(b) | Grant Date: February 24, 2023 (#)(c) | Grant Date: December 6, 2023 (#)(d) | Grant Date: February 29, 2024 (#)(e) | Total (#) | | Morgan M. Schuessler, Jr. | 16,180 | — | 38,565 | 155,359 | 61,998 | 272,102 | | Joaquín A. Castrillo | 4,986 | — | 12,046 | — | 18,378 | 35,410 | | Diego Viglianco | 4,182 | — | 12,046 | — | 18,378 | 34,606 | | Paola Pérez | 2,251 | 4,521 | 9,433 | — | 14,392 | 30,597 | | Luis A. Rodríguez | 2,734 | 2,938 | 9,433 | — | 14,392 | 29,497 |

  94. | Outstanding Equity Awards at Fiscal Year End

    (a)As of December 31, 2024, this award had one pending vesting scheduled for February 25, 2025, in each case subject to earlier vesting upon a termination of service under certain circumstances. (b)As of December 31, 2024, this award had one pending vesting scheduled for February 25, 2025, in each case subject to earlier vesting upon a termination of service under certain circumstances. (c)As of December 31, 2024, this award was scheduled to vest in two substantially equal installments on February 24, 2025 and February 25, 2026, respectively, in each case subject to earlier vesting upon a termination of service under certain circumstances. (d)As of December 31, 2024, this award was scheduled to vest on December 6, 2027, subject to earlier vesting upon a termination of service under certain circumstances. (e)As of December 31, 2024, this award was scheduled to vest in three substantially equal installments on February 28, 2025, February 28, 2026, and February 28, 2027. (2)Based on the closing price of our common stock on December 31, 2024 of $34.53. (3)Includes performance-based RSUs, for which the measurement of performance metric targets was still pending as of December 31, 2024, as follows:

  95. | Outstanding Equity Awards at Fiscal Year End

    | Name | Grant Date: February 25, 2022 (#)(f) | Grant Date: February 24, 2023 (#)(g) | Grant Date: February 29, 2024 (#)(h) | Total (#) | | Morgan M. Schuessler, Jr. | 79,369 | 92,526 | 106,448 | 278,343 | | Joaquín A. Castrillo | 19,749 | 23,341 | 25,486 | 68,576 | | Diego Viglianco | 16,564 | 23,341 | 25,486 | 65,391 | | Paola Pérez | 8,919 | 18,279 | 19,959 | 47,157 | | Luis A. Rodríguez | 10,830 | 18,279 | 19,959 | 49,068 |

  96. | Outstanding Equity Awards at Fiscal Year End

    (f)Represents performance-based RSUs vesting on February 25, 2025 for which the one-year Adjusted EBITDA performance metric has been met as modified by the relative TSR modifier at the Target Level (pending completion of the TSR performance period). (g)Represents performance-based RSUs vesting on February 24, 2026 for which the one-year Adjusted EBITDA performance metric has been met as modified by the relative TSR modifier at the Target Level (pending completion of the TSR performance period). (h)Represents performance-based RSUs vesting on February 28, 2027 for which the one-year Adjusted EBITDA performance metric has been met as modified by the relative TSR modifier at the Target Level (pending completion of the TSR performance period).

  97. | Stock Vested

    | Stock Vested Stock awards vested during fiscal year ended December 31, 2024 are as follows:

  98. | Stock Vested

    | Name(1) | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Morgan M. Schuessler, Jr. | 246,737 | 9,109,530 | | Joaquín A. Castrillo | 64,917 | 2,396,736 | | Diego Viglianco | 35,843 | 1,302,468 | | Paola Pérez | 34,201 | 1,262,701 | | Luis A. Rodríguez | 38,780 | 1,431,758 |

  99. | Stock Vested

    (1)None of our NEOs held or exercised stock options during 2024. (2)Value represents the number of shares that vested during 2024 multiplied by the closing market value of our common stock on the applicable vesting dates.

  100. | Potential Payments Upon Termination of Employment

    | Potential Payments Upon Termination of Employment

  101. | Potential Payments Upon Change in Control

    | Potential Payments Upon Change in Control

  102. | Payments Upon Termination or a Change in Control

    | Payments Upon Termination or a Change in Control The following table sets forth the potential post-employment payments described above for each NEO as of December 31, 2024. The potential payments to our NEOs are hypothetical situations only and assume that termination of employment and/or a change in control occurred on December 31, 2024.

  103. | Payments Upon Termination or a Change in Control

    | Name Triggering Event | Severance Payment ($)(1) | Performance-Based RSUs Capable of Vesting ($)(2)(3) | Accelerated Vesting of RSUs ($)(2)(4) | Payment of Health Insurance ($)(5) | Total ($) | | Morgan M. Schuessler, Jr. | | | | | | | Resignation with “Good Reason” / Termination without “Cause” | 4,284,800 | 4,445,220 | 3,444,575 | 22,039 | 12,196,634 | | Change in Control and “Good Reason” / Termination without “Cause” | 4,284,800 | — | 21,275,261 | 22,039 | 25,582,100 | | Death or Disability | — | — | 21,275,261 | 1,000,000 | 22,275,261 | | Joaquín A. Castrillo | | | | | | | Resignation with “Good Reason” / Termination without “Cause” | 857,475 | 1,369,598 | 493,054 | 22,931 | 2,743,058 | | Change in Control and “Good Reason” / Termination without “Cause” | 2,108,925 | — | 4,506,612 | 22,931 | 6,638,468 | | Death or Disability | | | 4,506,612 | 1,000,000 | 5,506,612 | | Diego Viglianco | | | | | | | Resignation with “Good Reason” / Termination without “Cause” | 857,475 | 1,291,698 | 469,919 | 22,931 | 2,642,023 | | Change in Control and “Good Reason” / Termination without “Cause” | 2,108,925 | — | 4,025,131 | 22,931 | 6,156,987 | | Death or Disability | | | 4,025,131 | 1,000,000 | 5,025,131 | | Paola Pérez | | | | | | | Resignation with “Good Reason” / Termination without “Cause” | 749,589 | 912,421 | 531,831 | 22,931 | 2,216,772 | | Change in Control and “Good Reason” / Termination without “Cause” | 1,843,583 | — | 3,132,979 | 22,931 | 4,999,493 | | Death or Disability | — | — | 3,132,979 | 1,000,000 | 4,132,979 | | Luis A. Rodríguez | | | | | | | Resignation with “Good Reason” / Termination without “Cause” | 749,589 | 959,140 | 505,105 | 22,931 | 2,236,765 | | Change in Control and “Good Reason” / Termination without “Cause” | 1,843,583 | — | 3,160,983 | 22,931 | 5,027,497 | | Death or Disability | — | — | 3,160,983 | 1,000,000 | 4,160,983 |

  104. | Payments Upon Termination or a Change in Control

    (1)Severance payment amounts for Mr. Schuessler are calculated pursuant to his A&R Employment Agreement. Severance payment amounts for the other NEOs are calculated pursuant to the Severance Policy. (2)Based on the closing price of our common stock on December 31, 2024 of $34.53. (3)Performance-based RSUs which remain outstanding and capable of vesting at the end of the performance period, calculated using the relative TSR modifier at the target level. (4)Reflects (i) time-based RSUs with accelerated vesting upon resignation with “good reason”/termination without “cause;” (ii) performance-based RSUs and time-based RSUs with accelerated vesting upon a change in control and “good reason”/termination without “cause;” and (iii) performance-based and time-based RSUs with accelerated vesting upon death or disability. (5)Pursuant to his A&R Employment Agreement, Mr. Schuessler is entitled, subject to timely election of COBRA coverage and continued co-payment of applicable premiums, to continued payment of health insurance coverage for 18 months following termination to the same extent the Company paid for such coverage immediately prior to termination. NEO’s are entitled to the same benefit pursuant to the Severance Policy.

  105. | Pension Benefits and Non-qualified Deferred Compensation

    | Pension Benefits and Non-qualified Deferred Compensation We do not provide defined benefit pension benefits or non-qualified deferred compensation to our NEOs.

  106. CEO Pay Ratio

    CEO Pay Ratio The SEC requires that U.S. publicly-traded companies disclose the ratio of their CEO’s compensation to that of their median employee. The table below sets forth the following: (i) the 2024 total annual compensation of Mr. Schuessler, as shown in the Summary Compensation Table of this Proxy Statement (the “2024 CEO Compensation”), (ii) the total annual compensation of our median employee in 2024 (the “2024 Median Employee Compensation”), and (iii) the ratio comparing the 2024 CEO Compensation to the 2024 Median Employee Compensation (the “CEO Pay Ratio”):

  107. CEO Pay Ratio

    | CEO Pay Ratio | | | 2024 CEO Compensation ($) | 8,968,814 | | 2024 Median Employee Compensation ($) | 26,552 | | CEO Pay Ratio | 338:1 |

  108. CEO Pay Ratio

    In February 2023 and November 2023, the Company acquired companies paySmart and Sinqia, respectively, both headquartered in Brazil. In connection with these acquisitions, we have incorporated compensation data from paySmart and Sinqia employees who became Company employees into our compensation calculation for the 2024 Median Employee Compensation. The integration of paySmart’s and Sinqia’s compensation has led to a small shift in the median employee determination and compensation as compared to our historic CEO Pay Ratio (excluding 2023, where the CEO Pay Ratio included a one-time special retention grant of $6,000,000 for Mr. Schuessler). Nevertheless, the ratio of the 2024 CEO compensation to the 2024 Median Employee Compensation remains in line with our compensation methodology and commitment to foster competitive and equitable compensation practices throughout our Company. The 2024 CEO Compensation and the 2024 Median Employee Compensation were determined using the same methodology that we used to determine our NEO’s annual total compensation for the Summary Compensation Table. To identify the median employee as of December 31, 2024, we used a consistently applied compensation measure which considered: base salary, applicable statutory bonuses, stock awards, annual cash incentive, and other compensation elements, such as the Company matching employee contributions toward the savings and retirement plans. Our Compensation practices and programs ensure compensation programs are fair and equitable and are aligned with our business objectives. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, exclusions and assumptions that reflect their compensation practices. As such, the pay ratio reported above may not be comparable to the pay ratio reported by other companies, even those in a related industry or of a similar size and scope. Other companies may have different employment practices, regional demographics or may utilize different methodologies and assumptions in calculating their pay ratios. For purposes of this CEO Pay Ratio calculation, Zunify, Grandata and Nubity employees were omitted because they were acquired during fiscal year 2024. As of December 31, 2024, Zunify, Grandata and Nubity had approximately 6, 18 and 52 employees, respectively.

  109. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  110. Pay Versus Performance

    | Year | Summary Compensation Table Total for Morgan M. Schuessler, Jr. ($)(¹) | Compensation Actually Paid to Morgan M. Schuessler, Jr. ($)(¹)(²)(³) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(¹) | Average Compensation Actually Paid to Non-PEO NEOs ($)(¹)(²)(³) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($) (in millions) | Adjusted EBITDA ($) (in millions)(⁵) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 8,968,814 | 4,947,652 | 2,403,365 | 1,784,452 | 104.30 | 293.87 | 115 | 340.2 | | 2023 | 14,371,811 | 22,774,290 | 2,398,133 | 4,045,664 | 122.99 | 216.19 | 80 | 292.0 | | 2022 | 8,284,421 | (1,211,534) | 2,376,560 | 704,449 | 96.73 | 138.11 | 239 | 269.5 | | 2021 | 7,498,179 | 17,225,866 | 1,941,710 | 3,750,040 | 148.53 | 191.60 | 161 | 294.8 | | 2020 | 5,318,246 | 8,968,920 | 1,386,293 | 1,925,877 | 116.29 | 143.23 | 105 | 240.5 |

  111. Pay Versus Performance

    (1) Mr. Schuessler served as PEO from 2020 to 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  112. Pay Versus Performance

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Joaquín A. Castrillo | Joaquín A. Castrillo | Joaquín A. Castrillo | Joaquín A. Castrillo | Joaquín A. Castrillo | | Guillermo Rospigliosi | Guillermo Rospigliosi | Luis A. Rodríguez | Guillermo Rospigliosi | Diego Viglianco | | Luis A. Rodríguez | Diego Viglianco | Diego Viglianco | Diego Viglianco | Paola Pérez | | Miguel Vizcarrondo | Miguel Vizcarrondo | Miguel Vizcarrondo | Miguel Vizcarrondo | Luis A. Rodríguez |

  113. Pay Versus Performance

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.

  114. Pay Versus Performance

    | Year | Summary Compensation Table Total for Morgan M. Schuessler, Jr. ($) | Exclusion of Stock Awards and Option Awards for Morgan M. Schuessler, Jr. ($) | Inclusion of Equity Values for Morgan M. Schuessler, Jr. ($) | Compensation Actually Paid to Morgan M. Schuessler, Jr. ($) | | 2024 | 8,968,814 | (6,400,000) | 2,378,838 | 4,947,652 |

  115. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,403,365 | (1,480,000) | 861,087 | 1,784,452 |

  116. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  117. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Morgan M. Schuessler, Jr. ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Morgan M. Schuessler, Jr. ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Morgan M. Schuessler, Jr. ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Morgan M. Schuessler, Jr. ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Morgan M. Schuessler, Jr. ($) | Total - Inclusion of Equity Values for Morgan M. Schuessler, Jr. ($) | | 2024 | 7,327,297 | (4,036,913) | — | (911,546) | — | 2,378,838 |

  118. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 1,673,364 | (667,551) | — | (144,726) | — | 861,087 |

  119. Pay Versus Performance

    (4) The Peer Group TSR set forth in this table utilizes the S&P Composite 1500 Information Technology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P Composite 1500 Information Technology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined Adjusted EBITDA, which is a non-GAAP measure, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2024. We define “EBITDA” as earnings before interest, taxes, depreciation and amortization and “Adjusted EBITDA” as EBITDA further adjusted to exclude unusual items and other adjustments. See Appendix A of this Proxy Statement 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, 2024.

  120. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company TSR

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years. The chart also compares the Company’s TSR to that of the S&P Composite 1500 Information Technology Index.

  121. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.

  122. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years.