Jorge Junquera
EVERTECAbout Jorge A. Junquera
Independent director at Evertec since April 2012; age 76; serves on the Audit Committee and the Nominating and Corporate Governance Committee. Former Vice Chairman and CFO of Popular, Inc.; currently Managing Partner at Kohly Capital, LLC. Recognized by EVTC as an SEC “financial expert” on the Audit Committee; independence affirmed by the Board under NYSE rules. Attendance was ≥97% for Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure/Date | Committees/Impact |
|---|---|---|---|
| Popular, Inc. | Vice Chairman of the Board | Until retirement in 2015 | Senior finance leadership; board oversight |
| Popular, Inc. | Chief Financial Officer; Supervisor, Financial Management Group | Prior to Vice Chairman | Led finance and FP&A functions |
| Kohly Capital, LLC | Managing Partner | Since July 2015 | Private investment leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Sacred Heart University (PR) | Director | Current | Non-profit/academic governance |
| Equalize Community Development Fund (NYSE: EQCDX) | Director | Current | Public fund/enterprise governance |
Board Governance
- Committees: Audit (met 13 times in 2024; all members independent and financially literate; Junquera designated an SEC “financial expert”), Nominating and Corporate Governance (met once in 2024; all members independent).
- Independence: 9 of 10 directors independent; Junquera specifically identified as independent.
- Board leadership: Independent Chair; regular executive sessions of non‑employee directors.
- Attendance: Board met 12 times in 2024; no director attended less than 97% of Board and respective committee meetings.
Fixed Compensation
| Component | Amount | Period/Detail |
|---|---|---|
| Board member annual retainer – cash | $82,500 | Policy level |
| Board member annual retainer – equity | $152,500 | Policy level |
| Audit Committee – member fee | $12,500 | Policy level |
| Nominating & Corp Gov – member fee | $7,000 | Policy level |
| Per‑meeting fees | $0 | No per‑meeting fees paid in 2024; thresholds not exceeded |
| Fees earned/paid in cash (2024) | $102,000 | Actual for Junquera |
| Stock awards (2024) | $152,500 | Actual for Junquera |
| Total (2024) | $254,500 | Actual for Junquera |
Performance Compensation
| Instrument | Grant Date | Shares (#) | Grant Date Fair Value/Share | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | May 23, 2024 | 4,350 | $35.05 | Vest on May 31, 2025 |
- Non‑employee directors’ only outstanding awards were RSUs; no options or PSUs disclosed for directors.
- No performance metrics tied to director compensation (RSUs are time‑based for directors).
Other Directorships & Interlocks
| Company/Entity | Overlap/Interlock | Potential Relevance |
|---|---|---|
| Popular, Inc. (prior executive roles) | Several EVTC directors have Popular backgrounds (e.g., Pagán); no related‑party transactions disclosed in 2024 | Historic network familiarity; monitored via Related Party Transactions Policy |
- Compensation Committee interlocks: none involving EVTC executives and other entities in 2024.
Expertise & Qualifications
- 40+ years in banking and financial services; Audit Committee “financial expert” under SEC rules.
- Risk oversight experience via Audit Committee responsibilities (financial reporting, ICFR, ERM).
Equity Ownership
| Item | Value/Status | Notes |
|---|---|---|
| Beneficial ownership (shares) | 34,068 | As of record date; <1% of outstanding |
| Pledged shares | None | Company states none of directors’ shares are pledged |
| RSUs outstanding (12/31/2024) | 4,350 | Director grant remaining outstanding |
| Ownership guideline (directors) | 5x annual cash retainer | Applies to directors; measured by fair market value |
| Compliance with guidelines | In compliance | All independent directors compliant as of proxy date |
| Hedging/pledging policy | Hedging prohibited; pledging prohibited (limited pre‑clear exception for non‑margin loans) | Insider Trading Policy |
Governance Assessment
- Strengths: Independence, deep financial expertise, Audit Committee membership with SEC “financial expert” designation, and high attendance support board effectiveness.
- Alignment: Director pay is balanced with a meaningful equity component (time‑based RSUs), and stock ownership guidelines are met; none of Junquera’s shares are pledged; hedging prohibited.
- Conflicts: No related‑party transactions >$120,000 in 2024; EVTC employs a formal Related Party Transactions Policy overseen by the Audit Committee.
- Signals: 2024 Say‑on‑Pay approval fell to 62.2%—Board engaged investors (>60% of shares met) and committed to avoid future non‑performance CEO special awards; while executive pay topic, it reflects active governance and responsiveness.
- Compliance: One late Form 4 for Junquera reported by EVTC for 2024 (with similar single late filings for other directors); minor process red flag but disclosed and remediated.
Overall, Junquera’s profile (independence, audit expertise, and attendance) supports board oversight quality, with low observed conflict risk and solid ownership alignment; the broader board’s investor engagement post‑2024 Say‑on‑Pay provides an additional governance confidence signal.