Aldo Polak

About Aldo J. Polak

Independent director at Evertec, Inc. since 2019; age 51. Background spans investment banking and corporate development across Latin America and payments, including Partner & Senior Managing Director at Farlie Turner Gilbert & Co. LLC (since July 2024), prior roles at The ALP Group (Managing Partner, through March 2025), Mizuho (Managing Director, Nov 2021–Jan 2024), Ionos Capital Partners (Managing Member, Apr–Oct 2021), Cisneros Group (Chief Investment & Development Officer, Apr 2019–Apr 2021), and LionTree (headed Latin America, 2013–Mar 2019). The Board identifies him as independent under NYSE rules. His core credentials emphasize M&A, strategy, LATAM market networks, and payments sector relationships.

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors except the CEO are independent; Polak is listed as Independent. 9 of 10 directors are independent.
• Committee memberships: Compensation Committee member; Information Technology Committee member. Not a chair.
• Committee activity: Compensation Committee met 4 times in 2024; IT Committee met 5 times; Audit Committee met 13 times; Board met 12 times.
• Attendance: “None of our directors then serving attended less than 97% of their Board and respective committee meetings” in 2024.
• Executive sessions: Regular sessions of non-employee directors; chaired by the independent Board Chair.
• Compensation Committee report signatory: Polak signed the CD&A report alongside other members.

Fixed Compensation

Notes:

• RSUs granted to non-employee directors on May 23, 2024, vesting May 31, 2025.
• Grant date fair value per share for 2024 director RSUs: $35.05.

Performance Compensation

Directors receive time-based RSUs as part of the annual retainer; no director performance-based equity metrics are used.

Other Directorships & Interlocks

• Public company directorships: None disclosed for Polak.
• Compensation Committee interlocks: Company disclosed no interlocks or insider participation issues in 2024.
• Related-party transactions: None exceeding $120,000 involving directors/officers were reported since Jan 1, 2024.

Expertise & Qualifications

• M&A and strategy leadership across LATAM and payments; significant corporate relationships in the region and sector.
• IT/Cyber and fintech oversight exposure via membership on the Information Technology Committee; committee mandate includes cybersecurity and IT governance.
• Board skills matrix emphasizes fintech knowledge, LATAM experience, financial expertise, risk management, and M&A—areas aligned with Polak’s background.

Equity Ownership

Alignment and policies:

• Stock ownership guidelines: Directors must hold 5x annual cash retainer; all independent directors were in compliance as of the Proxy date. Shares counted include directly owned and unvested time-based RSUs; performance-based RSUs excluded.
• Hedging/pledging: Insider Trading Policy prohibits hedging and pledging; any pledge exceptions require pre-clearance and demonstrated repayment capacity. No pledges reported for directors.
• Section 16 filings: One late Form 4 reported for Polak (and several directors) during 2024.

Governance Assessment

• Strengths:

  • Independence, high attendance (>97%) and active committee service on Compensation and IT—supports board effectiveness and risk oversight in pay and cybersecurity.
  • Director pay mix aligns with shareholder interests via majority equity retainer; RSUs vest on a one-year schedule to promote retention and alignment.
  • No related-party transactions reported and formal policy requiring Audit Committee review mitigates conflict risks despite Polak’s merchant banking affiliations.
  • Compensation Committee responded to 2024 Say‑on‑Pay feedback with commitments on special awards and disclosure rigor; Polak signed the committee report.

• Watch items / red flags:

  • Merchant banking role could create perceived conflict if future transactions involve Evertec or material counterparties; current disclosure shows no related-party transactions in 2024, and the policy framework is robust. Continue monitoring related-party disclosures and recusals.
  • One late Form 4 for Polak in 2024 is a minor compliance blemish; not material but worth tracking for timeliness improvements.

• Overall view:

  • Polak’s M&A/LATAM/payments expertise is additive to Evertec’s strategic expansion in Latin America and technology oversight. Compensation and IT committee roles align with his background; independence, attendance, and ownership compliance support investor confidence. The absence of related-party dealings and strong committee charters reduce conflict concerns, while ongoing vigilance around potential transaction interlocks remains prudent.