Luis Rodríguez
Executive Vice President, Chief Legal and Administrative Officer and Secretary of the Board at 
EVERTEC
EVERTECExecutive
About Luis Rodríguez
Luis A. Rodríguez, age 47, is Executive Vice President and Chief Legal and Administrative Officer at Evertec (EVTC). He joined the company in 2015, was appointed General Counsel and Secretary of the Board in September 2016, and has served as EVP since February 2017; he became Chief Legal and Administrative Officer in August 2022. He holds a bachelor’s degree from Princeton’s Woodrow Wilson School of Public and International Affairs and a Juris Doctor from Stanford Law School. The CISO reports directly to him, and he provides regular cybersecurity program updates to the Board’s Information Technology Committee. Company performance context in 2024 included 21.7% revenue growth, ~15% adjusted net income growth, and ~16% adjusted EBITDA growth (driving a 136% payout on 2024 performance RSUs, subject to a 3‑year TSR modifier versus the Russell 2000). The company’s 2021 PSU cohort earned 200% on Adjusted EBITDA and 1.15x via TSR at the 65th percentile, evidencing the pay-for-performance framework in which his incentives operate .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Evertec, Inc. | Senior Vice President, Corporate Development | 2015–Sep 2016 | Led M&A and corporate development initiatives |
| Evertec, Inc. | General Counsel and Secretary of the Board | Sep 2016–Aug 2022 | Oversaw legal, governance, and board secretary duties |
| Evertec, Inc. | Executive Vice President | Feb 2017–present | Senior leadership responsibilities across legal/admin functions |
| Evertec, Inc. | Chief Legal and Administrative Officer | Aug 2022–present | Oversees legal/admin; CISO reports to him; Board IT Committee briefings |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| J.P. Morgan | Executive Director | Not disclosed | Capital markets/corporate development experience prior to Evertec |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 346,866 | 381,691 | 399,283 |
| Bonus ($) | 411,100 (includes Christmas + 2022 special bonus) | 11,801 (Christmas) | 12,155 (Christmas) |
| All Other Compensation ($) | 41,855 | 10,116 | 12,079 |
| Base Salary Rate at Year-End ($) | — | 393,382 | 405,183 |
Notes:
- 2025 base salary increase: The Compensation Committee approved a 3% increase for Rodríguez effective February 20, 2025 .
Performance Compensation
Annual Cash Incentive – Corporate Metrics and Outcomes (FY 2024)
| Metric ($000s) | Weight | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| Adjusted Net Income | 60% | 169,020 | 187,800 | 206,580 | 212,369 | 150.00% |
| Revenues | 40% | 763,470 | 848,300 | 933,130 | 842,113 | 96.35% |
| Corporate Payout (weighted) | — | — | — | — | — | 128.54% |
Annual Cash Incentive – Individual Mix and Payout (Luis Rodríguez, FY 2024)
| Component | Weighting | Payout Score | Payout ($) |
|---|---|---|---|
| Corporate component | 70% | 128.54% | 309,892 |
| Individual component | 30% | Up to 150% (actual not disclosed) | 132,811 |
| Total Actual Cash Incentive Payout ($) | — | — | 430,405 |
Equity Awards – Grants, Metrics, and Vesting
| Type | Grant Date | Shares Granted | Vesting | Performance Metric | Earnout/Payout |
|---|---|---|---|---|---|
| Time-based RSUs (2024) | 02/29/2024 | 14,392 | 3 equal installments on 02/28/2025, 02/28/2026, 02/28/2027 | N/A | N/A |
| Performance-based RSUs (2024) | 02/29/2024 | 19,959 | Vests 02/28/2027 (3-year service) | 2024 Adjusted EBITDA target $327.4m; actual $339.2m; TSR modifier vs Russell 2000 (+/−25%) | 136% based on 2024 Adjusted EBITDA; final shares adjusted by TSR at vest |
| Time-based RSUs (2025) | 02/28/2025 | 13,926 | 3 equal installments on 02/28/2026, 02/28/2027, 02/28/2028 | N/A | N/A |
| Performance-based RSUs (2025) | 02/28/2025 | 17,787 | 3-year service; vests after performance period | 2025 Adjusted EBITDA target (above 2024) + TSR modifier vs Russell 2000 | Earned based on 2025 Adjusted EBITDA; +/-25% TSR modifier |
| Stock vested in 2024 | — | 38,780 | — | — | $1,431,758 (value realized) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 25,863 |
| Ownership as % of shares outstanding | ~0.040% (25,863 / 64,028,083) |
| Unvested time-based RSUs | 29,497 shares; market value $1,018,531 at $34.53 |
| Unearned performance-based RSUs | 49,068 shares; market/payout value $1,694,318 at $34.53 |
| Options (exercisable/unexercisable) | None outstanding |
| Pledging/Hedging | None pledged; policy prohibits hedging and pledging (exceptions require pre-clearance) |
| Ownership guidelines | EVPs: 3x base salary; all NEOs in compliance as of proxy date |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement | Only CEO has an employment agreement; other NEOs (including Rodríguez) are covered by Evertec Group Executive Severance Policy |
| Severance (no CIC; good reason/without cause) | Lump sum equal to then-current annual base salary; pro‑rata annual bonus based on actual performance; earned but unpaid prior bonus; 18 months COBRA subsidy; RSUs vest pro‑rata (time-based) and performance RSUs settle pro‑rata on actual post‑period results |
| Severance (with CIC; within 24 months; good reason/without cause) | Lump sum = 2x (base salary + target bonus); pro‑rata annual bonus at target; earned but unpaid prior bonus; 18 months COBRA subsidy; RSUs vest fully (time-based) and performance RSUs vest based on actual to date or target |
| Non-compete / Non-solicit | Non-compete geographic scope within a 10‑mile perimeter of operations; non‑solicit of service providers for 12 months post‑termination; confidentiality and non‑disparagement provisions |
| Clawback | Applies to cash and equity incentives; restatement-triggered recoupment via forfeiture, cancellation, future award offsets, or repayment; 3‑year lookback |
| Insider trading policy | Prohibits speculative trades, hedging instruments, and pledging; limited pledge exceptions require pre‑clearance and demonstrated capacity to repay without resort to pledged shares |
Potential Payments – Illustrative at 12/31/2024 (Luis Rodríguez)
| Triggering Event | Severance Payment ($) | Performance RSUs Capable of Vesting ($) | Accelerated Vesting of RSUs ($) | Health Insurance ($) | Total ($) |
|---|---|---|---|---|---|
| Good Reason / Without Cause | 749,589 | 959,140 | 505,105 | 22,931 | 2,236,765 |
| CIC + Good Reason / Without Cause | 1,843,583 | — | 3,160,983 | 22,931 | 5,027,497 |
| Death or Disability | — | — | 3,160,983 | 1,000,000 | 4,160,983 |
Compensation Structure Analysis
| Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock awards ($) | 1,175,000 | 1,300,000 | 1,300,000 |
| Non-equity incentive ($) | 240,911 | 414,762 | 430,405 |
| Total compensation ($) | 2,215,732 | 2,118,370 | 2,153,922 |
Observations:
- Annual cash bonus metrics are quantitative (Adjusted Net Income and Revenue) with capped payouts and modifiers for audit/ERM/compliance; individual goals can reach up to 150% but are contingent on corporate threshold achievement .
- Long-term equity is split between time-based RSUs and performance-based RSUs tied to Adjusted EBITDA with a relative TSR modifier; multi-year vesting supports retention and alignment .
- Program features include no excise tax gross‑ups, clawback, ownership guidelines, and prohibitions on hedging/pledging .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support fell to 62.2% following a CEO one‑time retention award granted in December 2023; management and the Board engaged holders of ~73% of outstanding shares and met with >60% to gather feedback .
- Actions included commitments to avoid additional special CEO awards during the retention period and to prefer performance‑based vesting for any future extraordinary grants; enhanced disclosure on goal rigor and succession planning was provided in the proxy .
Equity Ownership & Vesting Schedules (Supply Considerations)
- Unvested time-based RSUs will vest on 02/28/2025, 02/28/2026, and 02/28/2027; performance-based RSUs from 2024 grant will vest on 02/28/2027 subject to TSR modifier; 2025 time-based RSUs add vesting dates on 02/28/2026, 02/28/2027, 02/28/2028 .
- Stock vested in 2024 totaled 38,780 shares with $1,431,758 value realized .
- Outstanding at year-end 2024: 29,497 unvested time-based RSUs and 49,068 unearned performance-based RSUs (market values $1,018,531 and $1,694,318 at $34.53), indicating material unvested equity that supports retention .
Employment Terms (Severance Policy Mechanics)
- For qualifying terminations outside CIC windows: pro‑rata vesting of time‑based RSUs at termination and pro‑rata settlement of performance RSUs based on actual results after the performance period; COBRA subsidy for 18 months .
- Within 24 months post‑CIC and qualifying termination: full vesting of time‑based RSUs and performance RSUs (actual to date or target for incomplete periods); cash severance at 2x salary+target bonus .
- Policy restricts non‑solicit for 12 months and non‑compete within a 10‑mile perimeter; confidentiality and non‑disparagement obligations apply .
Investment Implications
- Alignment: Incentives are tied to quantitative metrics (Adjusted Net Income, Revenue) and long‑term Adjusted EBITDA with a relative TSR overlay; robust clawback and ownership guidelines add governance discipline .
- Retention risk: High unvested equity (≈78,565 shares combined) with multi‑year vesting and double‑trigger CIC protection suggests moderate retention risk, supported by COBRA/benefit continuation and severance economics .
- Selling pressure: Scheduled vesting dates through 2028 and the 38,780 shares that vested in 2024 highlight potential supply events around vest dates, subject to trading windows and policy constraints (no hedging/pledging) .
- Governance and shareholder sentiment: 2024 Say‑on‑Pay at 62.2% prompted responsive changes and enhanced disclosure, reducing future pay‑design risk; peer group refreshed to maintain benchmarking relevance amid fintech consolidation .