Morgan Schuessler
EVERTECAbout Morgan Schuessler
Morgan M. Schuessler, Jr. is President and CEO of Evertec and a director since April 2015; age 54 as of the 2025 proxy filing . He holds a B.A. from NYU and an MBA from Emory (Goizueta) . Under his leadership, 2024 delivered 21.7% revenue growth and ~16% Adjusted EBITDA growth, driven by Sinqia integration, cost initiatives, and targeted acquisitions (Zunify, Grandata, Nubity) . Evertec’s pay design ties annual pay to Revenue and Adjusted Net Income, and long-term equity to Adjusted EBITDA (with a relative TSR modifier vs the Russell 2000) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Evertec, Inc. | President & CEO; Director | 2015–present | Led LATAM expansion; integrated Sinqia; margin improvements |
| Global Payments | President, International | 2012–2014 | Oversaw businesses across 23 countries in Europe/Asia |
| Global Payments | EVP & Chief Administrative Officer | 2008–2012 | Built global operations center; implemented credit/risk function |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Deluxe Corporation (NYSE: DLX) | Director; Audit & Finance and Corporate Governance Committees | 2025–present | Appointed Feb 2025 |
| Endeavor Puerto Rico | Director | Not disclosed | Ecosystem/entrepreneurship focus |
| Wharton Executive Education Board | Board member | Not disclosed | Executive education advisory |
| Smithsonian Institution National Board | Board member | Not disclosed | Cultural/non-profit leadership |
Fixed Compensation
| Element | 2024 | Notes |
|---|---|---|
| Base salary (rate as of 12/31/24) | $856,960 | 3% raise effective July 1, 2024; 2025 base unchanged |
| Salary paid (SCT) | $844,480 | As reported in 2024 SCT |
| Target annual cash incentive | 150% of base ($1,285,440) | Mix: 90% corporate, 10% individual |
| Christmas bonus | $25,709 (paid) | PR statutory program; up to 3% of base salary |
Performance Compensation
Annual cash incentive design and 2024 results
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout | Weighted score |
|---|---|---|---|---|---|---|---|
| Adjusted Net Income ($000) | 60% | 169,020 | 187,800 | 206,580 | 212,369 | 150.00% | 90.00% |
| Revenues ($000) | 40% | 763,470 | 848,300 | 933,130 | 842,113 | 96.35% | 38.54% |
| Corporate payout score | — | — | — | — | — | — | 128.54% |
| CEO 2024 cash incentive | Target $ | Actual $ | Corporate $ | Individual $ |
|---|---|---|---|---|
| Morgan M. Schuessler | 1,285,440 | 1,652,322 | 1,487,089 | 165,232 |
Notes: Segment metrics apply to certain NEOs; CEO mix was 90% corporate / 10% individual .
Long-term equity awards and vesting
| Grant | Grant date | Instrument | Shares/Units (#) | Grant-date value $ | Key performance/vesting terms |
|---|---|---|---|---|---|
| 2024 annual LTI | 02/29/24 | Performance RSUs | 106,448 | 4,160,000 | Earned on 2024 Adjusted EBITDA; payout 136% of target; +/-25% TSR modifier vs Russell 2000 over 3 years; vests 2/28/27 |
| 2024 annual LTI | 02/29/24 | Time-based RSUs | 61,998 | 2,240,000 | 3 equal installments on 2/28/25, 2/28/26, 2/28/27 |
| 2025 annual LTI | 02/28/25 | Performance RSUs | 100,798 | — | 1-year 2025 Adj. EBITDA goal with TSR modifier; 3-year service; vest post-period |
| 2025 annual LTI | 02/28/25 | Time-based RSUs | 63,738 | — | 3 equal installments on 2/28/26, 2/28/27, 2/28/28 |
| Special retention grant | 12/06/23 | Time-based RSUs | 155,359 | 6,000,000 | 100% vests on 12/06/27; acceleration upon certain terminations per A&R Employment Agreement |
Additional performance detail:
- 2024 performance-based award achievement: 2024 Adj. EBITDA target $327.4m, actual $339.2m, payout 136% before TSR modifier; TSR adjusts earned shares by 0.75x–1.25x based on Russell 2000 percentile; final vest 2/28/27 .
- 2021 PSU cohort vested in 2024 at 230% (200% for EBITDA level, 1.15x TSR at 65th percentile) .
Equity Ownership & Alignment
| Measure | Value | As of |
|---|---|---|
| Beneficial ownership (shares) | 2,460 | Record Date 03/28/2025 |
| Beneficial ownership prior year | 16,325 | Record Date (2024 proxy) |
| Ownership as % outstanding | <1% (each director/NEO) | 2024–2025 proxies |
| Shares pledged | None of the shares are pledged as security | 2025 proxy |
| Stock ownership guideline | CEO: 5x base salary; NEOs compliant as of proxy date | 2025 proxy |
| Hedging/pledging policy | Company prohibits hedging and pledging; policy also restricts pledging except rare pre-cleared exceptions; no hedging allowed | 2025 proxy |
| Rule 10b5-1 plan | CEO adopted 10b5-1 plan on 08/30/2023 to sell up to 84,467 shares through 10/04/2024 | Q3 2023 10-Q |
Vested and unvested equity detail (12/31/2024):
- Unvested time-based RSUs: 272,102 units ($9,395,682 at $34.53) .
- Unearned performance-based RSUs: 278,343 units ($9,611,184 at $34.53) .
- 2024 vested stock (all awards): 246,737 shares; value realized $9,109,530 .
Employment Terms
Key terms from the Amended & Restated Employment Agreement (A&R EA) and 2025 proxy:
- Term and renewal: Through 12/31/2024 with automatic 1-year renewals each Jan 1 unless 90-day notice .
- Minimum base salary and annual incentive eligibility: Base no less than $762,200; eligible for annual cash incentive (A&R EA referenced 125% opportunity at signing; actual target set by committee at 150% in 2024) .
- Benefits/perquisites: Life/STD/LTD insurance; car/insurance; up to $15,000 club membership; 4 weeks vacation; Puerto Rico Christmas bonus up to 3% base .
- Restrictive covenants: 12-month post-termination non-compete and non-solicit of service providers/customers; confidentiality and mutual non-disparagement .
- Board nomination: Company agrees to nominate CEO to Board while in office; CEO agrees to serve if requested .
Severance and Change-of-Control (CIC):
- No cause / good reason (or non-renewal): Cash = 2x (base + target bonus) + pro-rated current-year target bonus + prior-year unpaid bonus; 18 months COBRA; time-based equity pro-rated then vests; performance equity pro-rated and vests at actual for completed periods and target for incomplete .
- CIC within 2 years + qualifying termination (double-trigger): Same cash as above; time-based equity pro-rated and vests; performance equity pro-rated and vests based on actual for completed components and target for incomplete .
- Death/disability: Unvested time-based equity fully vests; unvested performance equity vests at target .
Hypothetical payout illustration at 12/31/2024 (per proxy):
| Scenario | Severance $ | Accel. RSUs $ | Perf. RSUs capable of vesting $ | Health $ | Total $ |
|---|---|---|---|---|---|
| Good Reason / No Cause | 4,284,800 | 3,444,575 | 4,445,220 | 22,039 | 12,196,634 |
| CIC + Good Reason / No Cause | 4,284,800 | 21,275,261 | — | 22,039 | 25,582,100 |
| Death/Disability | — | 21,275,261 | — | 1,000,000 | 22,275,261 |
Clawback: Applies to all incentive compensation with a 3-year lookback upon an accounting restatement; multiple recovery mechanisms included .
Board Governance
- Service and independence: Director since 2015; not independent (CEO) .
- Board structure: Independent Chairman (Frank D’Angelo); CEO and Chair roles separated; executive sessions led by independent Chair .
- Committees: Four standing committees (Audit, Compensation, Nominating & Corporate Governance, Information Technology) – CEO is not listed on any committee rosters in the proxy .
- Attendance: Board met 12 times in 2024; no director attended less than 97% of Board/committee meetings .
- Director compensation policy (for non-employee directors only); independence and meeting thresholds disclosed .
Dual-role implications: While CEO serves as a director, the independent chair, high independence ratio (9 of 10 directors), and regular executive sessions mitigate concentration of power and enhance oversight .
Compensation Structure Analysis
- Cash vs equity mix: CEO target pay heavily at-risk; 2024 grants split between performance RSUs (Adj. EBITDA + TSR) and time-based RSUs .
- Metric rigor: 2024 corporate targets increased YoY; revenue target +~22% and ANI +1.2%; actual delivered 21.7% revenue growth and +15% ANI; corporate payout 128.54% .
- Special awards: A one-time $6.0m time-based retention RSU grant in Dec 2023 led to a drop in Say-on-Pay support to 62.2% in 2024; the Compensation Committee committed to no more special CEO awards during the retention period and to add performance conditions to any future one-offs absent extraordinary circumstances .
- Clawback/ownership: Robust clawback; stock ownership guidelines (CEO 5x salary) with compliance; restrictions on hedging/pledging .
Compensation Peer Group and Say‑on‑Pay
- Peer group: 2024 decisions used a fintech/IT services peer set; late-2024 refresh removed Black Knight, EVO Payments, MoneyGram due to M&A, and added nCino, Payoneer, Shift4, Verint; philosophy targets median pay .
- Say‑on‑Pay history: Support declined from 98.5% in 2023 to 62.2% in 2024 due to the CEO’s non‑performance special award; broad shareholder engagement and disclosure enhancements followed .
Risk Indicators & Red Flags
- Insider selling pressure: CEO adopted a Rule 10b5‑1 plan on 08/30/2023 to sell up to 84,467 shares through 10/04/2024, and reported beneficial ownership decreased from 16,325 (2024 proxy record date) to 2,460 shares (2025 proxy record date), suggesting net sales during the period .
- Pledging/hedging: Prohibited by policy (with limited pre‑cleared exception for pledging); none of the reported shares are pledged .
- Golden parachute exposure: Double‑trigger CIC protection includes equity acceleration and 2x cash multiple; hypothetical CIC termination value $25.6m as of 12/31/24 .
Investment Implications
- Alignment: High proportion of performance-based equity linked to Adj. EBITDA and relative TSR supports pay-for-performance; robust clawback and ownership policies reinforce alignment .
- Retention risk: The 2023 $6.0m time‑based retention grant signals prior retention concerns; however, the committee’s moratorium on additional special CEO awards during the retention period reduces incremental dilution risk .
- Trading signals: The 10b5‑1 plan and lower reported beneficial ownership may indicate ongoing selling pressure tied to vesting and diversification; monitor Form 4s around vesting dates (Feb 24–28 and Dec 6) for supply overhang .
- Governance: Independent chair and strong committee structure mitigate dual-role risks; say‑on‑pay recovery in 2025 will hinge on continued avoidance of non‑performance one‑offs and disclosure transparency .
Key data sources: 2025 DEF 14A (compensation, governance, ownership), 2024 DEF 14A (ownership prior year), 8‑K (Dec 6, 2023 retention grant), 2014 8‑K (background/education), 2023 10‑Q (Rule 10b5‑1 plan) .