Olga Botero
EVERTECAbout Olga Botero
Independent director at Evertec, Inc. since September 2014; age 61. Chairs the Information Technology Committee and serves on the Audit Committee, with deep expertise in cybersecurity, technology, and Latin American markets. Founder and Managing Director of C&S Customer and Strategy; co‑founder and Chair of Seccuri, Inc.; former Senior Advisor to Boston Consulting Group (2011–January 2024). Holds Climate Leadership and ESG certificates from the Diligent Institute and is an NACD Board Leadership Fellow; active in Women Corporate Directors (Colombian Chapter co‑chair until 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C&S Customer and Strategy | Founder & Managing Director | Not disclosed | Advises leading LATAM companies on IT/digital/cybersecurity |
| Seccuri, Inc. | Co‑founder & Chair | Not disclosed | Governance for cybersecurity advisory |
| Boston Consulting Group | Senior Advisor | 2011–Jan 2024 | Strategic advisory; ended in Jan 2024 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Betterware de México (NYSE: BWMX) | Director | Joined Oct 2024 | Direct-to-consumer home/beauty; governance exposure in Mexico |
| Altipal S.A.S. | Independent Director | Since Apr 2022 | Audit Committee Chair; Innovation Committee member |
| Group Coppel (Mexico) | Independent Audit Committee Member | Since 2022 | Retail/financial/real estate group; audit oversight |
| Grupo Montoya (Colombia/Panama) | Independent Advisor | Not disclosed | Advisory across music/auto/real estate |
| Women Corporate Directors (Colombia) | Co‑chair (past) | Until 2024 | Director community leadership |
| NACD | Board Leadership Fellow | Not disclosed | Board governance credential |
| Diligent Institute | Climate Leadership & ESG Certificates | Not disclosed | ESG competency |
Board Governance
- Independence: Independent; Board is 9 of 10 independent members under NYSE rules .
- Committees: Information Technology Committee (Chair); Audit Committee member .
- Committee cadence: Audit Committee met 13 times in 2024; IT Committee met 5 times in 2024; Board met 12 times; no director attended less than 97% of Board/committee meetings .
- Executive sessions: Regular executive sessions of non‑employee directors; presided over by independent Chair .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Information Technology | Chair | 5 |
| Audit | Member | 13 |
Fixed Compensation
Policy structure and 2024 actuals.
| Component | Amount | Notes |
|---|---|---|
| Board Member Retainer (cash) | $82,500 | Standard member cash portion |
| Board Member Retainer (equity) | $152,500 | Standard member equity portion |
| IT Committee Chair fee (cash) | $21,000 | Chair additional cash retainer |
| Audit Committee Member fee (cash) | $12,500 | Member additional cash retainer |
| Meeting fees | $0 | $1,500 only if thresholds exceeded; none paid in 2024 |
| 2024 Director Compensation (Reported) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Olga Botero | 116,000 | 152,500 | 268,500 |
Performance Compensation
Evertec compensates non‑employee directors with time‑based RSUs; no performance metrics (e.g., revenue/TSR hurdles) apply to director grants.
| Equity Award | Grant Date | Shares (#) | Grant Date Fair Value ($/share) | Vesting |
|---|---|---|---|---|
| Annual Director RSU | May 23, 2024 | 4,350 | $35.05 | Vests May 31, 2025 |
No director options; director RSUs outstanding at 12/31/24 were the above amounts .
Other Directorships & Interlocks
| Company | Industry | Interlock/Conflict Notes |
|---|---|---|
| Betterware de México (NYSE: BWMX) | Direct-to-consumer home/beauty | No related party transactions disclosed; no supplier/customer interlock disclosed with Evertec |
| Altipal S.A.S. | Distribution (Colombia) | Private; audit chair role indicates financial oversight competency |
| Group Coppel | Retail/financial/real estate | Private; audit committee membership |
| Grupo Montoya | Conglomerate | Private; advisory role |
Expertise & Qualifications
- Cybersecurity and IT governance expert; chairs EVTC’s IT Committee overseeing cyber risk, threat landscape, recovery capabilities, and IT governance .
- FinTech/Latin America market knowledge; supports Evertec’s regional strategy .
- ESG and climate governance credentials (Diligent Institute) and NACD Fellow; WCD leadership .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Shares Outstanding | RSUs Outstanding (#) | Pledged? |
|---|---|---|---|---|
| Olga Botero | 34,769 | Not individually >1%; company states each director/NEO owns <1% | 4,350 | None pledged |
| Shares Outstanding (Record Date) | 64,028,083 | — | — | — |
- Director stock ownership guideline: 5× annual cash retainer; each independent director was in compliance as of the proxy date .
- Insider trading policy prohibits hedging and pledging (pledging only by exception with pre‑clearance); directors prohibited from hedging; none pledged per ownership table .
Governance Assessment
- Board effectiveness: Botero’s chair role on IT Committee and Audit membership align with Evertec’s risk profile (payments/cybersecurity); committee meeting frequency (IT=5; Audit=13) and Board attendance (>97%) indicate active oversight .
- Independence & alignment: Independent status; equity retainer tilts compensation toward stock (≈65% of board retainer); RSUs align interests; compliance with ownership guidelines; no pledging .
- Compensation structure: Director cash fees match policy (Board cash $82.5k + IT Chair $21k + Audit $12.5k = $116k); equity RSUs $152.5k; no meeting fees paid—suggests disciplined calendar management .
- Potential conflicts/related parties: No related party transactions >$120k with directors or their affiliates; external roles are largely private or unrelated sector; low conflict signal .
- Stockholder signals: 2024 Say‑on‑Pay (executives) fell to 62.2% due to CEO special award; Board engaged extensively and tightened approach. While not director pay, responsiveness supports overall governance credibility .
RED FLAGS
- Section 16(a) compliance: One late Form 4 filing reported for Olga Botero (procedural issue) .
- CEO pay optics (context): 2024 say‑on‑pay dip tied to CEO one‑time award; Board response mitigates concern but is a broader governance watch item .
Net takeaway: Botero’s cybersecurity/IT leadership and audit participation strengthen Evertec’s risk oversight in a sensitive industry; compensation and ownership practices show alignment; minimal conflict exposure disclosed; minor procedural filing tardiness noted .