Brian Smith
EVERTECAbout Brian J. Smith
Independent director of Evertec, Inc. since February 2016; age 69. Former President & COO of The Coca-Cola Company (Jan 2019–Sep 2022), senior executive (Oct 2022–Feb 2023), and President of Coca-Cola’s EMEA Group (2016–2018), bringing deep general management and corporate strategy experience across Latin America and global markets . He is independent under NYSE rules and currently serves as Chair of Evertec’s Nominating & Corporate Governance Committee and member of the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Coca-Cola Company | President & COO | Jan 2019 – Sep 2022 | Led global operations; senior executive until retirement Feb 2023 |
| The Coca-Cola Company | President, EMEA Group | 2016 – 2018 | Regional leadership across Europe, Middle East & Africa |
| The Coca-Cola Company | Other strategic/management roles | Prior to 2016 | Long-standing operational leadership experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Arca Continental (BMV: AC) | Independent Director | Current | Large Latin American beverage/bottling company |
| Intercrew/Mantra Chain | Director | Current | Digital assets decentralized exchange platform (HQ: Switzerland; ops in HK, Dubai, U.S., Brazil) |
| Grupo Romero | Independent Director | Current | Privately held multinational across various sectors in Latin America |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; 9 of 10 directors independent; CEO is non-independent |
| Committees | Chair, Nominating & Corporate Governance; Member, Compensation |
| Committee meetings (2024) | Nominating met 1 time; Compensation met 4 times |
| Attendance | Board met 12 times; no director attended less than 97% of Board and committee meetings |
| Executive sessions | Regular executive sessions of non-employee directors; presided over by independent Chair of the Board |
| Board size | 10 directors |
| Nominating remit | Board/committee composition and refresh; director nominations; annual self-assessments; ESG oversight; governance guidelines; risk oversight of Board structure |
| Compensation remit | Executive/director pay; goals & targets; succession planning; incentive plan oversight; CD&A and risk in comp |
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Board member annual retainer | $235,000 (cash $82,500; equity $152,500) | Members may elect to take cash as equity |
| Board chair annual retainer | $325,000 (cash $127,500; equity $197,500) | For independent Chair |
| Committee chair fees | Audit $25,000; Compensation $20,000; Nominating $21,000; IT $21,000 | Cash only |
| Committee member fees | Audit $12,500; Compensation $10,000; Nominating $7,000; IT $7,000 | Cash only |
| Per-meeting fees | $1,500 if thresholds exceeded (Board 14; Audit 14; Comp 10; Nominating 8; IT 8) | None paid in 2024 |
| 2024 director grant | RSUs granted May 23, 2024; vest May 31, 2025 | Standard annual RSU for independent directors |
| Brian J. Smith – 2024 Actual Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Amounts | $31,000 | $235,000 | $266,000 |
| Detail | $21,000 Nominating Chair + $10,000 Compensation member | Elected to receive all Board cash retainer in equity; RSUs grant-date fair value $35.05/share | As reported in proxy |
| Citations |
Performance Compensation
| Item | Detail |
|---|---|
| Director equity type | Time-based RSUs; no performance-based component for non-employee directors |
| Grant date | May 23, 2024 |
| Vesting | May 31, 2025 |
| Grant-date fair value per share | $35.05 |
| Brian Smith RSUs outstanding (12/31/2024) | 6,704 RSUs |
Other Directorships & Interlocks
| Company | Sector/Link to EVTC | Potential Interlock/Conflict Commentary |
|---|---|---|
| Arca Continental (BMV: AC) | Consumer beverages | No related-party transactions >$120,000 disclosed for directors/officers in 2024; Audit Committee reviews any such transactions under policy |
| Intercrew/Mantra Chain | Digital assets/crypto exchange | Fintech adjacency noted; no related-party transactions disclosed |
| Grupo Romero | Multi-industry private conglomerate | Private company; no related-party transactions disclosed |
Expertise & Qualifications
- Senior global operator with Coca-Cola, bringing corporate strategy and large-scale operating experience across LATAM and EMEA to EVTC’s regional fintech footprint .
- As Nominating & Corporate Governance Chair, oversees ESG initiatives, annual Board/committee self-assessment, refreshment, and governance policies, supporting Board effectiveness .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Brian J. Smith) | 48,633 shares |
| % of shares outstanding | ~0.076% (48,633 of 64,028,083) |
| Shares pledged | None; “none of the shares are pledged” in ownership table |
| Unvested RSUs (12/31/2024) | 6,704 RSUs outstanding |
| Stock ownership guidelines | Directors required to hold 5x annual cash retainer; all independent directors in compliance as of proxy date |
Governance Assessment
- Board effectiveness: Independent director since 2016 with high attendance (Board met 12 times; no director <97%), chairs Nominating (refreshment, ESG, self-assessment) and serves on Compensation, supporting robust governance and oversight .
- Alignment: Elected to receive all Board cash retainer in equity ($235,000 stock awards), plus cash for committee roles ($31,000), strengthening pay-for-performance alignment via ownership; RSUs vest in May 2025 .
- Shareholder signals: 2024 Say-on-Pay support declined to 62.2% vs. 98.5% in 2023; Compensation Committee (which includes Smith) led disclosure enhancements and committed to performance-based design for any special awards, indicating responsive governance .
- Conflicts/related-party exposure: Company reports no related-party transactions >$120,000 in 2024 and prohibits hedging/pledging, with none pledged; independence affirmed .
RED FLAGS and watch items:
- One late Form 4 for each director (including Smith) reported for 2024; minor compliance lapse but noted by company .
- As Compensation Committee member during low Say-on-Pay year, ongoing investor scrutiny of compensation practices requires continued engagement and rigorous target-setting (committee responsibilities include goal rigor and succession planning) .