Iván Pagán
EVERTECAbout Iván Pagán
Independent director of Evertec, Inc. since May 2019; age 66 (as of the 2025 proxy). Former Head of Corporate Development at Popular, Inc. for 22 years until February 2019, leading M&A, divestitures, reorganizations, and strategic alliances across the U.S., Latin America, Puerto Rico, and the Caribbean. Serves on Evertec’s Audit Committee and Information Technology Committee; designated a “financial expert” under SEC rules. Board deems him independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Popular, Inc. | Head of Corporate Development | 22 years; retired Feb 2019 | Led M&A, divestitures, corporate reorgs, strategic alliances across U.S., LatAm, PR & Caribbean. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banco BHD (Dominican Republic) / Centro Financiero BHD | Director | Current | Banking sector oversight; adds regional financial expertise and potential network advantages. |
Board Governance
- Committee assignments: Audit Committee (meets quarterly; 13 meetings in 2024) and Information Technology Committee (5 meetings in 2024). Pagán is a SEC “financial expert” on the Audit Committee.
- Independence: Board determined 9 of 10 directors are independent; Pagán is independent. Separate Chair/CEO structure with regular executive sessions led by independent Chair.
- Attendance and engagement: Board met 12 times in 2024; no director attended less than 97% of their Board and committee meetings.
- Shareholder engagement: Pagán co-led off-season outreach after the 2024 Say‑on‑Pay result, meeting with holders representing over 60% of outstanding shares; feedback drove disclosure and policy commitments.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (member) | $235,000 (incl. $82,500 cash; $152,500 equity) | Member mix ~35% cash / 65% equity; Chair retainer is $325,000 (39% cash / 61% equity). |
| Committee retainers (cash) | Audit Chair $25,000; Audit Member $12,500; Comp Chair $20,000; Comp Member $10,000; Nominating Chair $21,000; Nominating Member $7,000; IT Chair $21,000; IT Member $7,000 | Paid in cash; per‑meeting fees only if thresholds exceeded (none paid in 2024). |
| Pagán 2024 actual director pay | Fees $102,000; Stock awards $152,500; Total $254,500 | RSUs granted in 2024 with grant-date fair value $35.05/share. |
Performance Compensation
- Director equity structure: Annual RSUs to non‑employee directors vest in ~12 months (May 31, 2025 for 2024 grants); director equity is time‑based, not performance‑based.
Company performance metrics tied to executive incentives (context for pay-for-performance oversight):
| Metric ($000s) | Weight | Threshold (90%) | Target (100%) | Maximum (110%) | 2024 Actual | Payout Score |
|---|---|---|---|---|---|---|
| Adjusted Net Income | 60% | 169,020 | 187,800 | 206,580 | 212,369 | 150.00% (weighted 90.00%) |
| Revenues | 40% | 763,470 | 848,300 | 933,130 | 842,113 | 96.35% (weighted 38.54%) |
| Corporate Performance Metric Payout Score | — | — | — | — | — | 128.54% |
Director RSUs outstanding (12/31/2024):
| Director | RSUs (#) |
|---|---|
| Iván Pagán | 4,350 |
| Grant-date fair value | $35.05/share |
Other Directorships & Interlocks
| Company | Sector/Region | Role | Potential Interlocks/Notes |
|---|---|---|---|
| Banco BHD / Centro Financiero BHD (DR) | Banking/LatAm | Director | No Evertec related-party transactions >$120k disclosed since Jan 1, 2024. |
Expertise & Qualifications
- M&A and corporate development: 22 years leading complex transactions at Popular, Inc.; deep finance expertise; SEC “financial expert” designation on Audit Committee.
- Regional insight: Extensive Caribbean/LatAm experience, aligned with Evertec’s growth strategy in Latin America.
- Technology/cyber governance: Member of Information Technology Committee overseeing cybersecurity, IT risk, and resilience.
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial ownership (shares) | 11,944 | 14,975 |
| Ownership % of outstanding | <1% (directors/NEOs each) | <1% (directors/NEOs each) |
| Shares pledged as collateral | None (footnote states none pledged) | |
| Director stock ownership guideline | 5x annual cash retainer; all independent directors in compliance (as of filing) | |
| Hedging/pledging policy | Prohibits hedging; pledging generally prohibited (limited exception requires pre‑clearance & financial capacity) |
Governance Assessment
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Strengths
- Independent director, SEC “financial expert,” and dual committee member (Audit, IT) supporting robust oversight of financial reporting, ERM, and cybersecurity.
- Demonstrated shareholder engagement leadership after a weak 2024 Say‑on‑Pay, contributing to enhanced disclosures and commitments (e.g., no further one‑time CEO awards; performance‑based bias for any future special grants).
- Alignment mechanisms: Director pay mix tilted to equity; ownership guidelines compliance; anti‑hedging/pledging; clawback policy covering incentive compensation.
-
Watchpoints
- Prior executive background at Popular, Inc.; monitor for any business dealings that could pose related‑party concerns, though none were disclosed since Jan 1, 2024.
- 2024 Say‑on‑Pay fell to 62.2% due to a non‑performance CEO award (now addressed); continued monitoring of investor sentiment advisable.
- One late Form 4 for each director (including Pagán) in 2024; minor process flag but reported as corrected.
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Director compensation and engagement signals
- 2024 director total compensation for Pagán: $254,500 (40% cash; 60% equity), consistent with peer‑aligned policy; RSU vesting under standard one‑year cycle supports alignment without short‑term incentives.
- Active involvement in outreach and responsiveness to investor feedback signals constructive governance posture.
-
Conflicts and related‑party exposure
- Audit Committee charter and Related Party Transactions Policy require pre‑approval and independence review; no related‑party transactions exceeding $120,000 disclosed for 2024–2025 period.
Say‑on‑Pay context:
| Year | Approval % |
|---|---|
| 2023 | 98.5% |
| 2024 | 62.2% |
Director and committee activity:
| Body | 2024 Meetings | Notes |
|---|---|---|
| Board | 12 | ≥97% attendance for all directors. |
| Audit Committee | 13 | All members independent; Pagán financial expert. |
| IT Committee | 5 | Cyber/IT risk oversight. |
Clawback and insider governance:
- Clawback Policy: Applies to cash and equity incentives; 3‑year lookback on restatements; multiple recoupment mechanisms.
- Insider Trading Policy: Prohibits hedging and pledging (with narrow pre‑clearable exception).