Diego Viglianco
EVERTECAbout Diego Viglianco
Executive Vice President and Chief Operating Officer at Evertec since June 2021 (consultant from March 2021); age 55; MBA in Economy and Business Administration (ESEADE University, Argentina) and B.S. in Engineering (University of Salvador, Argentina) . In 2024, corporate incentive metrics (Adjusted Net Income, Revenue) paid out at 128.54% on strong execution; 2024 performance-based RSUs earned at 136% on Adjusted EBITDA before a 3-year TSR modifier, reflecting above-target operating performance . Management cited cost initiatives and integration execution (including Sinqia) as drivers of 21.7% revenue growth and 15% Adjusted Net Income growth in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Interbanking S.A. | Chief Executive Officer | Jul 2019 – Feb 2021 | Led digital financial ACH/real-time payments company; executive leadership in payments infrastructure . |
| Prisma Medios de Pago S.A. (Argentina) | CEO, Processing Division | Mar 2017 – Jun 2019 | Ran large-scale processing; operational leadership in LATAM payments . |
| MasterCard (Argentina; Miami, USA) | Senior Management Roles | Not disclosed | Senior roles across markets; deep network and operating experience in cards/payments . |
| PROSA (Mexico) | Senior Management Roles | Not disclosed | Experience in Mexican payments processing ecosystem . |
External Roles
None disclosed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 362,500 | 422,500 | 456,750 |
| Bonus ($) (Christmas bonus, plus 2022 special BBPR award) | 211,850 | 13,500 | 13,905 |
| All Other Compensation ($) | 8,355 | 7,616 | 5,279 |
- 2024 base salary was $463,500 at year-end (effective July 1, 2024) and was increased a further 3% effective 2025; target annual cash incentive is 85% of base salary .
Performance Compensation
Annual Cash Incentive Design and 2024 Outcome (Diego Viglianco)
- Weighting for 2024: Corporate 60%, Individual 40% (no business segment metric for COO) .
- Corporate metrics, targets, and payout:
| Metric ($000s) | Weight | Threshold (90%) | Target (100%) | Maximum (110%) | Actual 2024 | Payout % | Weighted Score |
|---|---|---|---|---|---|---|---|
| Adjusted Net Income | 60% | 169,020 | 187,800 | 206,580 | 212,369 | 150.00% | 90.00% |
| Revenues | 40% | 763,470 | 848,300 | 933,130 | 842,113 | 96.35% | 38.54% |
| Corporate Payout | — | — | — | — | — | — | 128.54% |
- 2024 actual bonus for Viglianco: Target 85% of salary ($393,975); payout $506,421; component breakdown Corporate $303,852; Individual $202,568 .
Long-Term Equity Incentives
- Structure: Mix of performance-based RSUs (one-year Adjusted EBITDA goal; 3-year service; +/-25% relative TSR vs Russell 2000 over 3 years) and time-based RSUs (3 equal annual tranches) .
- 2024 RSU grants (Feb 29, 2024): 25,486 Perf RSUs (Monte Carlo $39.08); 18,378 Time RSUs (close $36.13); total grant value $1,660,000; 2024 EBITDA achieved above target, earning 136% of target Perf RSUs before TSR modifier; time-based RSUs vest Feb 28, 2025/2026/2027 .
- 2025 RSU grants (Feb 28, 2025): 26,681 Perf RSUs (Monte Carlo $43.85); 20,889 Time RSUs (close $37.34); total grant value $1,950,000; same EBITDA+TSR construct; time-based RSUs vest Feb 28, 2026/2027/2028 .
| Grant Year | Grant Date | Type | Units Granted | Valuation Reference | Vesting |
|---|---|---|---|---|---|
| 2024 | Feb 29, 2024 | Performance RSUs | 25,486 | Monte Carlo $39.08 | Earned 136% on 2024 Adj. EBITDA; vests Feb 28, 2027, subject to 3-year service and TSR modifier . |
| 2024 | Feb 29, 2024 | Time RSUs | 18,378 | Close $36.13 | 1/3 on Feb 28, 2025; 1/3 on Feb 28, 2026; 1/3 on Feb 28, 2027 . |
| 2025 | Feb 28, 2025 | Performance RSUs | 26,681 | Monte Carlo $43.85 | Earned on 2025 Adj. EBITDA; TSR-modified; vests after 3-year service from grant . |
| 2025 | Feb 28, 2025 | Time RSUs | 20,889 | Close $37.34 | 1/3 on Feb 28, 2026; 1/3 on Feb 28, 2027; 1/3 on Feb 28, 2028 . |
Multi-Year Compensation Summary (NEO SCT)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards | 1,300,000 | 1,660,000 | 1,660,000 |
| Non-Equity Incentive (Cash) | 310,031 | 482,462 | 506,421 |
| Total Compensation | 2,192,736 | 2,586,078 | 2,642,355 |
Equity Ownership & Alignment
- Stock ownership guidelines: Executive Vice Presidents: 3x base salary; all NEOs in compliance as of proxy date .
- Hedging/pledging: Prohibited; any pledge exception requires pre-clearance and ability to repay without the collateral; company reports none of the shares held by directors/NEOs are pledged .
- Options: None outstanding for NEOs as of 12/31/2024 .
| Ownership Detail | As of Date | Amount |
|---|---|---|
| Beneficial Ownership (common shares) | Record Date Mar 28, 2025 | 1,104 shares; each director/NEO holds <1% outstanding; none pledged . |
| Unvested Time-Based RSUs | Dec 31, 2024 | 34,606 units; market value $1,194,945 at $34.53 . |
| Unearned Performance RSUs (capable of vesting) | Dec 31, 2024 | 65,391 units; payout value $2,257,951 at $34.53 (performance period pending/target-level placeholder) . |
| Stock Vested in 2024 | FY 2024 | 35,843 shares; value $1,302,468 . |
Breakdown of outstanding grants at 12/31/2024:
- Time-based RSUs by grant: 2022: 4,182 (vest Feb 25, 2025); 2023: 12,046 (vest 50% Feb 24, 2025; 50% Feb 25, 2026); 2024: 18,378 (vest one-third on Feb 28, 2025/2026/2027) .
- Performance-based RSUs by grant: 2022: 16,564 (vest Feb 25, 2025; EBITDA met; TSR pending at target-level placeholder); 2023: 23,341 (vest Feb 24, 2026; target-level placeholder); 2024: 25,486 (vest Feb 28, 2027; EBITDA earned at 136% pre-TSR) .
Employment Terms
- Contract: No individual employment agreement; covered by Evertec Group Executive Severance Policy (CEO has a separate agreement) .
- Severance (outside Change in Control): Lump sum equal to current base salary; pro rata annual bonus based on actual performance; any earned but unpaid prior-year bonus; up to 18 months COBRA subsidy .
- Severance (within 24 months after Change in Control; double trigger): Two times (base salary + target bonus); pro rata annual bonus at target for year of termination; any earned but unpaid prior-year bonus; up to 18 months COBRA subsidy .
- Equity on termination (outside CIC): Time-based RSUs vest pro rata at termination; performance-based RSUs vest pro rata after performance period based on actual results .
- Equity on termination (within 24 months after CIC; double trigger): Time-based RSUs vest in full; performance-based RSUs vest in full based on actual (completed components) and target (incomplete components) .
- Restrictive covenants: 12-month non-compete within 10-mile perimeter of Evertec’s business in Puerto Rico or any other country where the company conducts business; 12-month non-solicit; confidentiality and non-disparagement provisions .
- Clawback: Applies to officers including EVPs; recovery on restatement within a 3-year lookback across cash/equity incentives .
- Insider Trading Policy: Prohibits hedging/short-term trading and pledging (with limited, pre-cleared exception for non-margin collateral) .
Vesting Schedules and Potential Selling Pressure
Time-based RSU scheduled vesting (units):
- Feb 25, 2025: 2022 grant 4,182; 2023 grant 6,023 (half of 12,046); 2024 grant 6,126 (one-third of 18,378) .
- Feb 25, 2026: 2023 grant 6,023 (remaining half); 2024 grant 6,126 (second third) .
- Feb 28, 2027: 2024 grant 6,126 (final third) .
Performance-based RSU vesting (service condition; final shares subject to TSR modifier where applicable):
- Feb 25, 2025: 2022 grant 16,564 at target-level placeholder pending TSR completion .
- Feb 24, 2026: 2023 grant 23,341 at target-level placeholder pending TSR completion .
- Feb 28, 2027: 2024 grant earned at 136% on 2024 Adjusted EBITDA before TSR; vest subject to 3-year service and TSR modifier .
Note: Insider Trading Policy restrictions and blackout windows apply; pledging and hedging are prohibited, and vesting does not mandate sale .
Compensation Structure Analysis (Pay-for-Performance)
- Annual bonus emphasizes quantitative results: 60% Adjusted Net Income / 40% Revenue at the corporate level; 2024 payout was 128.54% driven by 15% ANI growth and 21.7% revenue growth (vs target ~22%) .
- Long-term equity is majority performance-based (EBITDA with relative TSR modifier), with 3-year service-based vesting; 2024 performance RSUs earned at 136% pre-TSR, reinforcing operating leverage alignment .
- Mix and risk: Caps on bonus (150% of target) and performance RSUs (250% of target) reduce excessive risk-taking; clawback and ownership guidelines further align incentives .
Say-on-Pay & Governance Context (Program-level)
- 2024 Say-on-Pay approval fell to 62.2% (from 98.5% in 2023) due to a one-time CEO retention award; no special awards in 2024; committee enhanced disclosure and committed to performance-based design for any future special grants .
Expertise & Qualifications
- 25+ years in payments processing across Argentina, Mexico, and the U.S.; senior roles at MasterCard and PROSA; CEO roles at Interbanking and Prisma Processing Division; MBA and engineering education .
Investment Implications
- Alignment: Significant unvested and performance-contingent equity (100k+ units combined at 12/31/24) ties outcomes to EBITDA and TSR; compliance with 3x salary ownership guideline; no pledging allowed, reducing alignment risk .
- Retention: Double-trigger CIC economics (2x cash + equity acceleration) and multi-year vesting across 2025–2027 support retention but also create identifiable vest “windows” (notably Feb 2025 and Feb 2026) that can increase liquidity/supply around those dates .
- Performance signal: 2024 corporate and EBITDA outcomes exceeded targets, yielding above-target cash and equity payouts; ongoing TSR modifier adds market-discipline to realized equity, balancing operational achievement with shareholder returns .