EVERTEC (EVTC) Proxy filing summary

Executive summary

• Achieved record revenue in 2025, driven by organic growth and strategic acquisitions, notably the purchase of Tecnobank in Brazil, expanding presence in Latin America and diversifying revenue streams beyond Puerto Rico.

• Continued investment in innovation, including expanded use of artificial intelligence for risk management, fraud monitoring, and credit decisioning, under a robust governance framework.

• Maintained disciplined cost management and capital allocation, preserving strong margins and supporting shareholder returns through share repurchases and dividends totaling approximately $82 million in 2025.

• Board remains actively engaged in strategic oversight, capital deployment, and maintaining a strong balance sheet.

Voting matters and shareholder proposals

• Stockholders will vote on the election of directors, an advisory vote on executive compensation (Say-on-Pay), and ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Board recommends voting FOR all director nominees, FOR executive compensation, and FOR auditor ratification.

• Stockholders may submit proposals for the 2027 annual meeting by December 8, 2026, and must comply with bylaw requirements for nominations and other business.

Board of directors and corporate governance

• Board consists of 10 members, 9 of whom are independent, with diverse expertise in fintech, Latin America, risk management, M&A, and IT/cybersecurity.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Information Technology, each with defined charters and responsibilities.

• Board refreshment includes recent appointments to enhance IT, fintech, and risk management skills; proactive succession planning and annual self-assessments are conducted.

• Independent Chairman leads the Board, with regular executive sessions and strong independent oversight.

• Director compensation includes cash and equity, with annual retainers and RSU grants; all directors attended at least 92% of meetings in 2025.