Alan Schumacher
EVERTECAbout Alan H. Schumacher
Independent director of Evertec, Inc. since 2013; age 78. Chair of the Audit Committee and member of the Nominating and Corporate Governance Committee. Former Executive Vice President and CFO of American National Can Group Inc. and Vice President, Controller and Chief Accounting Officer at American National Can Corporation; designated “audit committee financial expert” under SEC rules. Current external directorships include Warrior Met Coal, Inc. (NYSE: HCC), Albertsons Companies, Inc. (NYSE: ACI), and Pendrick Capital Partners LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American National Can Corporation | Vice President, Controller, Chief Accounting Officer | Until 1997 | Senior financial reporting/accounting leadership |
| American National Can Group Inc. | Executive Vice President and Chief Financial Officer | 1997–2000 | Led finance; deep audit and reporting expertise |
| Federal Accounting Standards Advisory Board (FASAB) | Member | Not disclosed | Standard-setting experience; accounting oversight |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Warrior Met Coal, Inc. (NYSE: HCC) | Director | Current | Not disclosed in EVTC proxy |
| Albertsons Companies, Inc. (NYSE: ACI) | Director | Current | Not disclosed in EVTC proxy |
| Pendrick Capital Partners LLC | Director | Current | Private company; role noted without committee detail |
Board Governance
| Committee | Role | Meetings in 2024 | Key Notes |
|---|---|---|---|
| Audit Committee | Chair | 13 | All members independent; all financially literate; Schumacher, Junquera, Pagán designated SEC “financial experts” |
| Nominating & Corporate Governance | Member | 1 | All members independent; oversees board composition, refreshment, ESG, annual self-assessments |
| Board | Director (Independent) | Board met 12 | None of directors attended <97% of Board/committee meetings; regular executive sessions led by independent Chairman |
| Independence | — | — | 9 of 10 directors independent; Schumacher listed as independent |
| Evaluations & Questionnaires | — | — | Annual independence/skills questionnaires and anonymous self-assessments drive board effectiveness |
| Indemnification & D&O | — | — | Standard indemnification agreements with advancement; D&O insurance maintained |
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Board Retainer – Cash (member) | $82,500 | Standard cash portion for independent directors |
| Board Retainer – Equity (member) | $152,500 | Standard equity portion for independent directors |
| Audit Committee – Chair fee (cash) | $25,000 | Chair retainer |
| Nominating & Corporate Governance – Member fee (cash) | $7,000 | Member retainer |
| Per‑meeting fees | $0 | None paid in 2024; thresholds not exceeded |
| 2024 Cash earned (reported) | $114,500 | Matches breakdown above |
| 2024 Stock awards (reported) | $152,500 | Annual RSU grant |
| 2024 Total director compensation | $267,000 | Cash + equity |
| 2024 RSUs granted (#) | 4,350 | Granted 5/23/2024; grant date fair value $35.05/share; vests 5/31/2025 |
Performance Compensation
| Item | Detail |
|---|---|
| Performance metrics tied to director compensation | None disclosed; non‑employee director RSUs are time‑based with annual vesting (no performance conditions) |
EVTC’s performance metrics (Revenue, Adjusted Net Income, Adjusted EBITDA, TSR modifier) apply to executive incentives, not to director compensation .
Other Directorships & Interlocks
- Current public boards: Warrior Met Coal (HCC), Albertsons (ACI) .
- No compensation committee interlocks disclosed for 2024; EVTC notes no insider participation/conflicts in Compensation Committee .
- Related party transactions: None >$120,000 involving directors/officers/5% holders in 2024/2025 period .
Expertise & Qualifications
- SEC “financial expert”; extensive accounting, reporting, audit, and finance background; prior CFO/Controller roles .
- Risk oversight: Chairs a high‑activity Audit Committee (13 meetings), overseeing financial reporting, internal control, ERM, compliance, and auditor independence .
- Board skills framework emphasizes financial expertise and risk management for EVTC’s fintech operations .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 38,793 | As of record date; address c/o EVTC |
| Ownership as % of outstanding | <1% | Each director/NEO <1% |
| Shares pledged | None | Proxy states none of the shares are pledged |
| Director RSUs outstanding (#) | 4,350 | As of 12/31/2024; annual director grant |
| Stock ownership guideline | 5x annual cash retainer | Directors must hold 5x cash retainer; compliance confirmed for all independent directors |
Governance Assessment
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Strengths
- Independent director with deep finance/audit credentials; SEC “financial expert”; chairs Audit Committee overseeing a comprehensive ERM and cybersecurity framework and auditor independence; Audit Committee produced a clean independence assessment for Deloitte .
- Strong engagement/attendance: Board met 12 times; directors attended ≥97% of meetings; regular executive sessions led by independent chair .
- Alignment and safeguards: Director pay is modest and equity‑heavy; RSUs are time‑based; stock ownership guidelines (5x cash retainer) with confirmed compliance; strict insider trading policy prohibiting hedging/pledging; robust clawback policy for officers (context for overall governance culture) .
- No related‑party transactions involving directors/officers; annual questionnaires and anonymous self‑assessments bolster independence and board effectiveness .
-
Watch items / RED FLAGS
- One late Section 16 Form 4 filing was noted for Schumacher (and several directors) in 2024—administrative lapse; monitor for recurrence .
- 2024 Say‑on‑Pay support fell to 62.2%, triggering broad shareholder engagement; while tied to CEO’s prior special award, continued scrutiny of EVTC compensation practices may reflect broader governance expectations; board responded with commitments to performance‑conditioned future awards and enhanced disclosure .
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Compensation structure inference for director effectiveness
- Cash/equity mix and committee fees are transparent and consistent; per‑meeting fees only apply above thresholds (not paid in 2024), discouraging excessive meetings and emphasizing strategic work; Schumacher’s cash breakdown aligns perfectly with standard board retainer plus Audit chair and Nominating member fees .
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Interlocks/conflicts
- Schumacher’s external boards (HCC, ACI) are in coal and grocery retail—no EVTC‑disclosed conflicts, no related transactions, and no prohibited pledging/hedging; continue monitoring for any vendor/customer overlaps or advisory engagements that could create perceived conflicts .
Overall investor confidence signal: An independent, finance‑heavy director chairing an active Audit Committee with strong attendance and no related‑party exposure supports board effectiveness. Administrative late filing noted but immaterial; EVTC’s broader responsiveness to shareholder feedback on pay strengthens governance posture .