Miguel Vizcarrondo

About Miguel Vizcarrondo

Executive Vice President at Evertec since 2012 and Chief Product & Innovation Officer since August 2022. Previously Chief Commercial Officer for Puerto Rico and the Caribbean (2021–Aug 2022) and Head of Merchant Acquiring & Payment Processing (2012–2021). Prior to Evertec (joined 2010), he spent 14 years at Banco Popular de Puerto Rico, culminating as SVP of Merchant Acquiring Solutions (2006–2010). He holds a B.S. in Management (Finance) from Tulane University and is age 52 as of the 2025 proxy filing date . Company performance context: in 2024, revenue rose ~21.7% YoY and Adjusted Net Income rose ~15%, and 2024 Adjusted EBITDA of ~$339.2M exceeded a $327.4M target; 2024 PSUs earned at 136% of target before a three‑year TSR modifier applies .

Past Roles

External Roles

Fixed Compensation

All other compensation (perquisites and plan match) – 2023 detail:

Notes: 2023 incentive weighting for Vizcarrondo: Corporate 50%, Business Metric 30%, Individual 20%. Payout breakdown: Corporate $226,797; Business $143,188; Individual $80,919 .

Performance Compensation

Annual cash incentive design (alignment)

• Corporate metrics: Adjusted Net Income (60%) and Revenues (40%); payouts 50%–150% of target with linear interpolation .
• Illustrative 2024 corporate outcome: Corporate score 128.54% (ANI above target; revenue ~0.7% below target) .

Long‑term incentives (RSUs/PSUs)

• Performance‑based RSUs earned on one‑year Adjusted EBITDA with a relative TSR modifier (+/‑25%) over a 3‑year period vs Russell 2000; time‑based RSUs vest ratably over 3 years; dividend equivalents accumulate and pay only on vest .

Grants and outcomes (Miguel Vizcarrondo):

Outstanding and scheduled vestings from prior awards (as of 12/31/2023):

No stock options are outstanding for NEOs; equity is delivered in RSUs/PSUs .

Equity Ownership & Alignment

Stock ownership guidelines: EVPs must hold stock equal to 3x base salary; 5‑year compliance window; counts include direct shares, unvested time‑based RSUs, and plan shares (but exclude unearned PSUs). All NEOs were in compliance as of the 2024 proxy; in 2025, all independent directors and NEOs were in compliance . Anti‑pledging and anti‑hedging policies prohibit pledging and hedging Evertec securities (exceptions to pledging require pre‑clearance and financial capacity) .

Insider selling pressure indicators (near‑term supply):

• 2024–2027 vesting cadence includes time‑based tranches each February and performance tranches in 2025 and 2026 (and 2027 for 2024 PSUs), creating predictable liquidity windows tied to vest dates noted above .

Employment Terms

• Employment agreements: Only the CEO has an employment agreement; other NEOs (which have included EVPs) participate in the Executive Severance Policy rather than individual contracts .
• Severance (non‑CIC): For participating NEOs, upon termination without Cause or resignation for Good Reason outside 24 months post‑CIC: cash severance equal to 1x base salary; pro‑rata annual bonus based on actual performance; any earned but unpaid bonus; and up to 18 months of company‑paid health coverage (COBRA) .
• Change‑in‑control (double‑trigger): If terminated without Cause or for Good Reason within 24 months following a CIC: cash severance equal to 2x (base salary + target bonus); pro‑rata target bonus; any earned but unpaid bonus; and up to 18 months of company‑paid health coverage .
• Equity on separation: Outside CIC, time‑based RSUs pro‑rata vest; PSUs pro‑rata settle after performance period based on actual results. Following CIC + qualifying termination, time‑based RSUs fully vest; PSUs fully vest at actual performance for completed components and at target for incomplete components .
• Restrictive covenants (Severance Policy): 12‑month post‑termination non‑compete (with specified geographic scope), 12‑month non‑solicit, confidentiality and non‑disparagement provisions .
• Clawback: Applies to all incentive compensation for covered officers, enabling recoupment within a 3‑year lookback in case of certain triggers, including restatements .
• Pension/deferred comp: The company does not provide defined benefit pensions or non‑qualified deferred compensation to NEOs .

Investment Implications

• Pay‑for‑performance alignment: Incentive design ties a majority of variable pay to Adjusted EBITDA (PSUs) with a relative TSR modifier and to annual Adjusted Net Income/Revenue for cash bonuses, with demonstrated over‑target results (e.g., 2021 PSUs paid at 230%; 2024 PSUs prelim earned at 136% before TSR) supporting execution credibility .
• Ownership/retention: Rising beneficial ownership and compliance with stringent ownership guidelines, combined with anti‑pledging/hedging policies and a robust clawback, indicate strong alignment and lower governance risk. Predictable February vesting cycles (2025–2027) create identifiable but measured potential selling pressure windows .
• Severance/CIC economics: Standard market‑median severance and double‑trigger CIC terms (2x cash + equity acceleration mechanics) balance retention with shareholder protections; restrictive covenants further mitigate transition risk .
• Governance backdrop: While 2024 Say‑on‑Pay approval declined (62.2%) due to a CEO‑specific one‑time award, the company committed to avoid future non‑performance special awards and enhanced disclosure; core program remains performance‑weighted—supportive for evaluating broader team incentives, including EVPs .

Appendix: Additional Reference Tables

Annual Cash Incentive—2023 Breakdown (Vizcarrondo)

Outstanding Equity—12/31/2023 (Vizcarrondo)

None of the NEOs had outstanding stock options at year‑end 2023 .