Frank D’Angelo
EVERTECAbout Frank G. D’Angelo
Frank G. D’Angelo is the independent Chairman of the Board of EVTC, serving as director since September 2013 and Chairman since February 2014. He is 79 years old and is deemed independent under NYSE rules. His background spans 40+ years in financial services, digital banking, and payments, including senior leadership roles at NCR Corporation, FIS/Metavante, and Diebold Mexico, plus private equity roles at Hill Path Capital and Bridgeport Partners. He is a former chairman of the Electronic Funds Transfer Association, served on the Payments Advisory Council of the Federal Reserve Bank of Philadelphia, and has been a director at Walsh University (Ohio) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NCR Corporation | Executive Vice President; President of NCR Banking | May 2019–Nov 2021 | Led banking segment; senior operating oversight |
| Fidelity National Information Services (FIS) / Metavante Technologies | Senior Executive Vice President; COO (payments section) | Prior to 2019 (dates not specified) | Payments operations leadership |
| Diebold Mexico | Chairman & CEO | 1993–1995 | Country leadership and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hill Path Capital | Operating Partner | Since June 2015 | Private equity partnership |
| Bridgeport Partners | Partner | June 2019–May 2024 | Private investment firm |
| Electronic Funds Transfer Association | Former Chairman | Not disclosed | Industry leadership |
| Federal Reserve Bank of Philadelphia | Payments Advisory Council member | Not disclosed | Advisory role |
| Walsh University (Ohio) | Director | Not disclosed | Non-profit/academic board service |
Board Governance
- Independence and role: Independent Chairman since 2014; presides over executive sessions of non-employee directors; leads Board activities including meeting agendas, CEO advisory on strategy, and acting as liaison between non-employee directors and management .
- Committees: Chair, Compensation Committee; Member, Nominating and Corporate Governance Committee .
- Attendance: Board met 12 times in 2024; no director attended less than 97% of Board and committee meetings .
- Committee activity (2024): Compensation Committee met 4 times; Nominating & Corporate Governance Committee met once .
- Committee interlocks/insider participation: No compensation committee interlocks; other than the CEO serving on the Board, no directors were officers/employees in 2024 .
- Stock ownership guidelines: Directors must hold 5x annual cash retainer; each independent director and NEO was in compliance as of the proxy date .
- Hedging/pledging policy: Prohibits hedging and pledging of Evertec securities (limited pre-clear exception only for certain non-margin pledges); none of the directors’ shares are pledged as security in the beneficial ownership table .
- Indemnification/D&O: Standard indemnification agreements with expense advancement; company maintains D&O liability insurance .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Board Chair Cash Retainer ($) | $127,500 | $127,500 | Policy specifies cash portion for Chair |
| Compensation Committee Chair Fee ($) | $20,000 | $20,000 | Cash-only committee retainer |
| Nominating & Corporate Governance Committee Member Fee ($) | $7,000 | $7,000 | Cash-only committee retainer |
| Total Cash Earned ($) | $153,500 | $154,500 | Matches policy components |
| Per-meeting fees ($) | $0 | $0 | No thresholds exceeded in 2023–2024 |
| Board/Committee Thresholds (meetings) | Board 14; Audit 14; Comp 10; Nominating 8; IT 8 | Board 14; Audit 14; Comp 10; Nominating 8; IT 8 | Per-meeting fee applies if threshold exceeded |
Performance Compensation
| Equity Award Detail | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual RSU Grant (Director Equity Retainer $) | $177,500 | $197,500 | Policy equity portion for Chair |
| RSUs Granted (#) | 5,075 | 5,634 | Grant size for D’Angelo |
| Grant Date | Jun 1, 2023 | May 23, 2024 | Directors appointed mid-year get pro rata grants |
| Vesting Date | May 31, 2024 | May 31, 2025 | One-year vesting cycle |
| Grant-Date Fair Value (per share) | $34.97 | $35.05 | Proxy-reported fair value |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| Director equity awards (RSUs) | Time-based; no performance metrics disclosed |
| Company executive performance metrics (context, not applicable to director awards) | Revenue; Adjusted Net Income; Adjusted EBITDA; TSR for LTIs |
Other Directorships & Interlocks
| Company | Role | Current? | Interlock/Conflict Notes |
|---|---|---|---|
| Public company boards (other than EVTC) | None disclosed in EVTC proxy | Not disclosed | No interlocks reported; Compensation Committee notes no interlocks in 2024 |
Expertise & Qualifications
- Deep FinTech/payments and LATAM operating experience, with strong financial/operations background and risk oversight relevance .
- Board skills matrix emphasizes FinTech knowledge, risk management, M&A/strategy, and IT/cybersecurity—areas aligned with EVTC’s business and D’Angelo’s experience .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 10,177 | Sole voting/investment power; each director <1% of shares outstanding |
| Unvested RSUs (as of 12/31/2024) | 5,634 | Outstanding director RSUs at year-end |
| Shares Pledged | None | Table states no shares pledged; policy prohibits pledging/hedging subject to narrow exception |
| Ownership Guideline | 5x annual cash retainer (directors) | Directors were in compliance as of proxy date |
Say‑on‑Pay & Shareholder Feedback
| Metric | 2024 | 2025 |
|---|---|---|
| Advisory vote approval (%) | 62.2% | N/A |
| For votes (count) | N/A | 57,296,416 |
| Against votes (count) | N/A | 1,750,410 |
| Abstain (count) | N/A | 84,681 |
| Broker non‑votes (count) | N/A | 1,400,026 |
- Committee response: Extensive investor outreach after 2024 vote; commitment not to issue further special awards to CEO during retention period and to default to performance-based vesting for one-time awards under extraordinary circumstances; enhanced disclosure of executive goals/targets; median pay positioning with updated peer group .
Compensation Peer Group (Committee Oversight)
| Change (Dec 2024 review) | Detail |
|---|---|
| Removed (M&A) | Black Knight; EVO Payments; MoneyGram |
| Added | nCino; Payoneer Global; Shift4 Payments; Verint Systems |
| Positioning | Target median pay; consultant FW Cook engaged; independence confirmed (no conflicts) |
Compensation Committee Analysis
| Item | Detail |
|---|---|
| Membership | Frank G. D’Angelo (Chair); Kelly Barrett; Aldo J. Polak; Brian J. Smith |
| Independence | All members meet NYSE/SEC independence (Comp Committee rules) |
| Meetings (2024) | 4 |
| Consultant | FW Cook; independence assessed Feb 2025; no conflicts |
| Interlocks | None in 2024 |
| Responsibilities | CEO/NEO compensation oversight; performance target approval (Revenue, Adjusted Net Income; Adjusted EBITDA; TSR); succession planning; CD&A oversight; risk assessment |
Governance Assessment
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Strengths:
- Independent Chairman with defined governance duties; presides over executive sessions—strong board independence and oversight .
- High director attendance in 2024; active committee cadence .
- Robust policies: clawback; anti-hedging/pledging; stock ownership guidelines—directors in compliance; indemnification and D&O insurance .
- Compensation governance responsiveness: outreach and structural commitments after 2024 Say‑on‑Pay; improved 2025 vote counts .
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Potential risks/considerations:
- RED FLAG (historical): 2024 Say‑on‑Pay drop to 62.2% driven by non‑performance special award to CEO; mitigated by committee commitments and stronger disclosure going forward .
- External affiliations (private equity Operating Partner): monitor for any future related party exposure; none reported for 2024+ per proxy .
-
Director pay‑for‑performance alignment (director-specific): Director compensation is primarily fixed retainer plus time‑based RSUs; no performance metrics disclosed for director awards—aligns with market norms but reduces direct pay‑performance sensitivity vs. executives .
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Overall: D’Angelo’s chairmanship, committee leadership, and extensive FinTech/payments expertise support board effectiveness and investor confidence. The committee’s measured response to 2024 Say‑on‑Pay concerns and strong policy framework (anti‑hedging/pledging, clawback, ownership) are positive governance signals .