EVERTEC INC (EVTC)
Sector: Financials
2026 Annual Meeting Analysis
EVERTEC INC · Meeting: May 21, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Director since 2013; the 3-year TSR trigger does not apply because EVTC's 3-year return (-15.2%) is only 2.9 percentage points below the peer group median (-18.1%), well within the 20-point threshold required to trigger a No vote; no overboarding, attendance, or independence issues identified.
CEO and director since 2015; as an executive director he is subject to the same TSR trigger as independent directors, but EVTC's 3-year TSR outperforms the peer group median by 2.9 percentage points, so the trigger does not fire; no overboarding concerns noted (one outside public board seat at Deluxe Corporation).
Director since 2021; 3-year TSR trigger does not apply given EVTC's near-in-line performance versus the peer group median; serves on three other public company boards but this does not reach the four-board threshold that would trigger a No vote; all attendance above 92%.
Director since 2014; peer-group TSR gap of +2.9pp is well within the 20-point threshold so no TSR trigger applies; no independence, overboarding, or attendance concerns identified.
Director since May 2023 — fewer than 36 months of tenure but more than 24 months, so she is not fully exempt; however the TSR trigger still does not fire because EVTC outperforms the peer median, so no concern arises; no other flags identified.
Director since 2012; peer-group relative TSR check passes comfortably (+2.9pp vs. 20pp threshold); no overboarding, attendance, or independence issues identified.
Director since 2019; TSR trigger does not apply; no overboarding, attendance, or independence issues identified.
Director since 2019; TSR trigger does not apply; no overboarding, attendance, or independence issues identified.
Director since 2013; TSR trigger does not apply; serves as Audit Committee Chair and has documented financial expertise (former CFO/CAO); no overboarding or attendance issues identified.
Director since 2016; TSR trigger does not apply; no overboarding, attendance, or independence issues identified.
All ten director nominees — nine independent plus the CEO — pass the key policy screens. EVTC's 3-year total shareholder return of -15.2% is actually 2.9 percentage points better than the company-disclosed peer group median of -18.1%, which falls well short of the 20-percentage-point underperformance threshold needed to trigger a No vote under the policy. No directors are overboarded, no attendance issues were flagged (all above 92%), the board discloses a skills matrix, and all audit committee members have demonstrated financial expertise. The vote determination is FOR on all nominees.
Say on Pay
✓ FORCEO
Morgan M. Schuessler, Jr.
Total Comp
$9,245,391
Prior Support
97%%
The CEO's total reported compensation of $9,245,391 for 2025 is within a reasonable range for a technology-sector CEO at a ~$1.8 billion market-cap company, and the pay structure is heavily weighted toward variable compensation — approximately 91% of the CEO's target pay consists of annual cash incentives and long-term equity awards, well above the 50-60% variable-pay threshold the policy requires. The pay-for-performance alignment check also passes: EVTC's 3-year total shareholder return of -15.2% is essentially in line with its compensation peer group median of -18.1%, meaning the above-benchmark incentive pay is not being paid out against a backdrop of peer-relative underperformance. The company received 97% shareholder support on last year's Say-on-Pay vote, has a robust clawback policy, uses performance-based equity awards tied to measurable financial metrics (Adjusted EBITDA) with a relative total shareholder return modifier, and made meaningful changes in response to the lower 62% support it received in 2024; accordingly, a FOR vote is warranted.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$3,369,874
Non-Audit Fees
$2,221,034
The non-audit fee ratio exceeds the policy's 50% threshold: Deloitte received $2,221,034 in audit-related fees plus tax fees ($2,096,234 + $124,800) against core audit fees of $3,369,874, producing a non-audit ratio of approximately 66% — well above the 50% limit. Under the policy, a non-audit fee ratio above 50% raises independence concerns because the auditor's financial relationship with management has grown large enough outside the core audit work to potentially compromise objectivity. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire; the non-audit ratio alone is sufficient to vote Against.
Overall Assessment
EVERTEC's 2026 annual meeting presents three standard proposals; the vote determinations are FOR on all ten director nominees and FOR on Say-on-Pay, but AGAINST on auditor ratification because Deloitte's non-audit fees represent approximately 66% of core audit fees, exceeding the policy's 50% independence threshold. The compensation program is well-structured with strong variable-pay weighting and peer-aligned performance, and the director slate clears every relevant policy screen including the TSR trigger, which does not fire because EVTC's stock performance is essentially in line with its disclosed peer group over the past three years.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing