Karla Cruz-Jusino
EVERTECAbout Karla Cruz-Jusino
Senior Vice President, Chief Accounting Officer, and Assistant Treasurer at Evertec (EVTC) since April 1, 2024; previously Vice President of Finance (2019–2024) with added responsibilities as Assistant Treasurer (since April 2020) and Corporate Tax Director (since August 2020). She has 16+ years in finance and accounting, spent 12+ years at PwC (Assurance Senior Manager 2016–Apr 2019; Assurance Director Apr–Jun 2019), holds a BBA in accounting and finance from the University of Puerto Rico, is a CPA, and serves on the UPR Business Administration Faculty Alumni Advisory Board . Age: 40 (as of proxy filing) .
Company performance context during her tenure transition: 2024 corporate performance drove a 128.54% corporate incentive payout score (Adjusted Net Income beat; revenue slightly below target) , with 2024 Adjusted EBITDA at $340.2m and Net Income at $115m . Cumulative TSR value of a $100 investment stood at $104.30 for 2024 (vs peer group $293.87) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Evertec, Inc. | SVP, Chief Accounting Officer & Assistant Treasurer | Apr 2024–Present | Leads corporate accounting and controllership activities; elevated to officer team . |
| Evertec, Inc. | Vice President of Finance; Assistant Treasurer; Corporate Tax Director | Jul 2019–Mar 2024 (VP Finance); Asst. Treasurer since Apr 2020; Corporate Tax Director since Aug 2020 | Increasing responsibility across finance, treasury support, and tax oversight . |
| PricewaterhouseCoopers LLP | Assurance Director | Apr 2019–Jun 2019 | Led assurance engagements; senior client service . |
| PricewaterhouseCoopers LLP | Assurance Senior Manager | 2016–Apr 2019 | Managed audits and teams across complex accounting topics . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Puerto Rico Business Administration Faculty Alumni Advisory Board | Member | Not disclosed | University/industry linkage; professional advisory input . |
Fixed Compensation
| Element | Amount/Detail | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $250,000 | Apr 1, 2024 | As part of promotion to SVP & CAO . |
| Target Annual Cash Incentive | Up to 60% of base salary | 2024 (pro-rated) | Under Annual Performance Incentive Guidelines . |
Performance Compensation
Annual Cash Incentive Design (Company Program)
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout/Score |
|---|---|---|---|---|---|---|
| Adjusted Net Income ($000s) | 60% | 169,020 | 187,800 | 206,580 | 212,369 | 150.00% payout; 90.00% weighted . |
| Revenues ($000s) | 40% | 763,470 | 848,300 | 933,130 | 842,113 | 96.35% payout; 38.54% weighted . |
| Corporate Metric Payout | — | — | — | — | — | 128.54% total corporate payout score . |
Notes:
- Role-specific splits shown in proxy for NEOs (e.g., CEO/CFO 90% corporate/10% individual), segment leaders include business unit metrics; CAO-specific weightings not disclosed .
Long-Term Incentives (Company Program Applied to Senior Officers)
| Award Type | Grant Cadence | Performance Measure(s) | Targets/Scale | Vesting | Notes |
|---|---|---|---|---|---|
| Performance-based RSUs (PSUs) | Annual (e.g., Feb 2024/2025) | 1-year Adjusted EBITDA; 3-year relative TSR modifier vs Russell 2000 (+/−25%) | 2024 Adjusted EBITDA target $327.4m; actual $339.2m → 136% earned pre-TSR modifier; TSR scale: 75th=1.25x; 50th=1.00x; 35th=0.75x . | Cliff vest at 3 years (e.g., 2/28/2027 for 2024 grants) . | Company-wide design for NEOs; CAO participates in LTIP at level commensurate with role (specific grants not disclosed) . |
| Time-based RSUs (RSUs) | Annual (e.g., Feb 2024/2025) | Service | — | 1/3 per year over 3 years (e.g., vests 2/28/2025, 2/28/2026, 2/28/2027 for 2024 grants) . | Standard vest cadence creates predictable vesting windows (subject to award agreements). |
Equity Ownership & Alignment
- Stock Ownership Guidelines: Senior Vice Presidents must hold 1x base salary in EVTC stock; 5 years to comply; counts direct shares, unvested time-based RSUs, and shares in retirement plans; performance-based RSUs do not count. Proxy states independent directors and NEOs were in compliance; status for individual SVPs (including CAO) not disclosed .
- Hedging/Pledging: Evertec prohibits hedging and pledging (as margin/collateral); any exception for pledging (non‑margin) requires pre‑clearance and proof of capacity to repay without reliance on pledged shares .
- Beneficial Ownership: Proxy provides beneficial ownership for directors/NEOs; CAO’s beneficial share count is not listed; each director/NEO owns <1% and no pledged shares noted in the management ownership table .
- Insider Selling Pressure: Standard vest dates for company RSUs concentrate around late February; monitor Form 4 filings around vest dates for potential sales by executives (no Karla-specific Form 4 data disclosed in proxy) .
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Appointed SVP, Chief Accounting Officer, and Assistant Treasurer effective Apr 1, 2024 . |
| Severance/Employment Agreement | No CAO-specific agreement disclosed in 8-K or proxy; Severance Policy summarized for NEOs (non-CEO) only; CEO has a separate A&R Employment Agreement . |
| Clawback | Comprehensive clawback applies to cash and equity incentive compensation for covered officers upon restatement/triggering events, with 3-year lookback . |
| Non-Compete/Hedging | Insider Trading Policy prohibits hedging and pledging (see above); non-compete terms disclosed in Severance Policy (for NEOs) and CEO agreement; CAO-specific restrictive covenants not disclosed . |
Performance & Track Record (Company Context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| EVTC TSR – $100 base | 116.29 | 148.53 | 96.73 | 122.99 | 104.30 |
| Peer Group TSR – $100 base | 143.23 | 191.60 | 138.11 | 216.19 | 293.87 |
| Net Income ($m) | 105 | 161 | 239 | 80 | 115 |
| Adjusted EBITDA ($m) | 240.5 | 294.8 | 269.5 | 292.0 | 340.2 |
Additional 2024 operating highlights used for incentives:
- Revenue increased 21.7% YoY; Adjusted Net Income grew 15%; corporate incentive score 128.54% .
- 2024 performance-based RSUs earned at 136% based on Adjusted EBITDA ($339.2m vs $327.4m target) before relative TSR modifier .
Say-on-Pay & Shareholder Feedback (Governance Signals)
- 2024 Say-on-Pay support: 62.2% (down from 98.5% in 2023) due largely to a 2023 one-time time-vested CEO award; company committed to avoid further CEO special awards during retention period and to emphasize performance vesting for any extraordinary awards .
- The Board recommends FOR the 2025 Say-on-Pay; program targets median market positioning, maintains performance linkage, and enhanced disclosure of goal rigor .
- Compensation peer group updated in Dec 2024 (added nCino, Payoneer Global, Shift4 Payments, Verint Systems; removed Black Knight, EVO Payments, MoneyGram due to M&A) .
Compensation Structure Analysis (Alignment/Red Flags)
- Mix and metrics: Strong linkage to financial results (Adjusted Net Income and Revenue for annual bonus; Adjusted EBITDA + TSR modifier for LTI); 2024 corporate performance exceeded targets on ANI but narrowly missed on revenue, yielding 128.54% corporate score .
- Vesting cadence: Time-based RSUs vest over three years; PSUs vest at three years—supports retention but creates predictable selling windows; equity design aligns with long-term value via TSR modifier .
- Risk mitigators: Robust clawback; stock ownership guidelines including SVP 1x salary within 5 years; ban on hedging/pledging reduces misalignment risk .
- Shareholder pressure: 2024 Say-on-Pay at 62% indicates governance sensitivity to non-performance-based awards; Committee commitments reduce future risk of purely time-based special awards .
Investment Implications
- Alignment: CAO’s cash pay is modest ($250k base, 60% target bonus), with LTIP participation and company-wide performance constructs (Adjusted EBITDA + TSR) that align pay with value creation and discourage short-termism .
- Retention/selling pressure: If awarded standard RSUs/PSUs, February vesting cycles may create periodic liquidity events; monitor Form 4s around late-February vest dates and earnings windows for potential supply impacts .
- Governance risk: The 2024 Say-on-Pay dip reflects investor scrutiny; however, Board commitments and enhanced disclosure may mitigate forward risk; continued delivery on revenue and EBITDA targets is pivotal for incentive realization and sentiment .
- Ownership: SVP guideline (1x salary over 5 years) and anti-pledging/hedging policy support alignment; specific CAO ownership levels were not disclosed in the proxy .