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Paola Pérez

Executive Vice President and Group Head of Puerto Rico at EVERTECEVERTEC
Executive

About Paola Pérez

Paola Pérez, age 41, serves as Executive Vice President and Group Head of Puerto Rico; she has been EVP since February 2018, previously Chief Administrative Officer (March 2020–August 2022) and Senior Vice President of People and Culture (August 2017–February 2018). She joined EVTC in 2011 as Director of Internal Audit; prior roles include External Reporting Manager for the Latin America region at Chartis and senior auditor at PwC. She holds a B.S. in Accounting from Fairfield University, is a CPA, and is a board member of the nonprofit Lectores para el Futuro . Company performance underpinning incentives: 2024 revenue increased 21.7% YoY and Adjusted Net Income grew 15% ; 2024 Adjusted EBITDA was ~339.2–340.2m with performance-based equity payout at 136% before the TSR modifier ; since 2019, a $100 investment in EVTC was $104.30 at year-end 2024 vs $293.87 for the peer index .

Past Roles

OrganizationRoleYearsStrategic Impact
EVTCExecutive Vice President, Group Head of Puerto RicoAug 2022–present Leads Puerto Rico segment execution
EVTCChief Administrative OfficerMar 2020–Aug 2022 Oversight of administrative functions
EVTCSVP People and CultureAug 2017–Feb 2018 Human capital leadership
EVTCDirector of Internal Audit2011–2017 Internal controls and audit
ChartisExternal Reporting Manager, Latin AmericaPre-2011 Regional external reporting
PwCSenior AuditorPre-2011 Assurance and audit

External Roles

OrganizationRoleYearsStrategic Impact
Lectores para el Futuro (nonprofit)Board MemberNot disclosed Community literacy advocacy

Fixed Compensation

Metric20232024
Base Salary ($)$393,382 $405,183
Salary Paid ($)$399,283
Christmas/Other Bonus ($)$16,883
All Other Compensation ($)$24,677
All Other Compensation breakdown ($)Matching contributions: $5,175; Other payments: $19,502
  • 2025 base salary increase: 3% for Ms. Pérez approved on Feb 20, 2025 .

Performance Compensation

Annual Cash Incentive Structure and 2024 Outcomes

MetricWeightingThresholdTargetMaximumActualPayment ScoreWeighted Score
Adjusted Net Income ($000s)60% 169,020 187,800 206,580 212,369 150.00% 90.00%
Revenues ($000s)40% 763,470 848,300 933,130 842,113 96.35% 38.54%
Corporate Performance Metric Payout128.54%
ExecutiveTarget Cash Incentive (%)Corporate (%)Business Metric (%)Individual (%)Target Cash Incentive ($)Actual Cash Incentive Payout ($)
Paola Pérez85 20 60 20 344,406 424,888
Payout breakdown ($)88,541 247,807 88,541
  • Design details: Segment heads (Ms. Pérez) have business metrics at 60%, corporate 20%, individual 20% . Negative modifiers can reduce payouts for compliance/budget shortcomings; no positive modifiers .

Long-Term Equity Incentives

Design anchors: Performance-based RSUs earned on one-year Adjusted EBITDA with a three-year service period and a relative TSR modifier vs Russell 2000 (+/-25%) over the three years post grant; time-based RSUs vest in equal installments over 3 years .

Grant DateVehicleMetricThresholdTargetMaximumActual (AEBITDA)Payout (before TSR)Vesting
Feb 29, 2024Performance-based RSUsAdjusted EBITDA311.0m 327.4m 360.1m 339.2m 136% Vests Feb 28, 2027; TSR modifier +/-25%
Feb 29, 2024Time-based RSUsTime-basedVests in 3 equal installments on Feb 28, 2025/2026/2027
Feb 28, 2025Performance-based RSUsAdjusted EBITDA + TSR modifierAbove 2024 target (exact goal not disclosed) Earned per 2025 AEBITDA; 3-year service; TSR modifier; vest after service period
Feb 28, 2025Time-based RSUsTime-basedVests in 3 equal installments on Feb 28, 2026/2027/2028
2024 Plan-Based Awards (Ms. Pérez)Shares/UnitsGrant DateGrant-Date Fair Value ($)
Time-based RSUs14,392 Feb 29, 2024 520,000
Performance-based RSUs (Threshold/Target/Max)8,982 / 19,959 / 49,898 Feb 29, 2024 780,000
2025 Equity Incentive Grant (Ms. Pérez)Performance-based RSUs (#)Time-based RSUs (#)Total (#)Total Award Value ($)
Feb 28, 202517,787 13,926 31,713 1,300,000

Equity Ownership & Alignment

ItemValue
Beneficial Ownership (direct/indirect shares)6,965
Shares Outstanding (Record Date)64,028,083
Ownership as % of Outstanding~0.0109% (6,965 / 64,028,083)
Unvested Time-based RSUs (# / $)30,597 / $1,056,514
Unearned Performance-based RSUs (# / $)47,157 / $1,628,331
Options OutstandingNone
Shares Acquired on Vesting in 2024 (# / $)34,201 / $1,262,701
Stock Ownership Guidelines (EVP)3x annual base salary; all NEOs in compliance
Pledging/HedgingNone of management’s shares are pledged; hedging and pledging prohibited by policy (limited pre-clearance exception for non-margin loans)

Vesting Schedules (Ms. Pérez)

Grant TypeGrant DateUnitsVesting Schedule
Time-based RSUsFeb 25, 20222,251 One pending vest on Feb 25, 2025
Time-based RSUsAug 5, 20224,521 One pending vest on Feb 25, 2025
Time-based RSUsFeb 24, 20239,433 Two substantially equal installments on Feb 24, 2025 and Feb 25, 2026
Time-based RSUsFeb 29, 202414,392 Three equal installments on Feb 28, 2025/2026/2027
Performance-based RSUsFeb 25, 20228,919 Eligible earn based on one-year Adjusted EBITDA; vest Feb 25, 2025 subject to TSR modifier
Performance-based RSUsFeb 24, 202318,279 Eligible earn based on one-year Adjusted EBITDA; vest Feb 24, 2026 subject to TSR modifier
Performance-based RSUsFeb 29, 202419,959 Eligible earn based on one-year Adjusted EBITDA; vest Feb 28, 2027 subject to TSR modifier

Employment Terms

ProvisionDetail
Employment AgreementNone; only CEO has an A&R Employment Agreement
Severance Policy (non-CIC)Lump-sum severance equal to current annual base salary; pro rata annual bonus for year of termination based on actual performance; earned but unpaid prior-year bonus; company-paid health insurance for 18 months (subject to COBRA election and premium co-pay)
RSU treatment (non-CIC)Time-based RSUs vest pro rata as of termination; performance-based RSUs vest pro rata after performance period based on actual results
Restrictive Covenants12-month non-compete within a 10-mile perimeter of EVTC’s business in PR or any other country where EVTC did business in preceding 12 months; 12-month non-solicit of service providers; non-disparagement; confidentiality
Clawback PolicyApplies to cash incentives and equity (incl. RSUs); recoupment for restatements and other Triggering Events over a 3-year lookback; forfeiture, cancellation, future offsets, or direct repayment at Board discretion
Insider Trading PolicyProhibits speculative trading, hedging, and pledging (limited pre-clearance exception for non-margin collateralized loans with demonstrated capacity)
Tax Gross-upsCompany policy: no excise tax gross-ups

Potential Payments (Hypothetical as of Dec 31, 2024; assumes stock price $34.53)

TriggerSeverance ($)PB RSUs Capable of Vesting ($)Accelerated RSU Vesting ($)Health Insurance ($)Total ($)
Good Reason Resignation / Termination without Cause749,589 912,421 531,831 22,931 2,216,772
Change in Control + Good Reason / Termination without Cause1,843,583 3,132,979 22,931 4,999,493
Death or Disability3,132,979 1,000,000 4,132,979

Compensation Structure Analysis

  • Mix and risk: Program balances cash and equity, short- and long-term, with capped payouts (annual cash at 150% of target; performance RSUs at 250%) and multi-year vesting, mitigating excessive risk . “What we don’t do” includes no hedging/pledging, no excise tax gross-ups, no guaranteed bonuses, and no special executive retirement plans .
  • Metrics and rigor: Annual cash incentives emphasize Adjusted Net Income and Revenue with 2024 corporate payout 128.54% on targets set higher than 2023; segment heads like Ms. Pérez carry 60% business metric weighting then corporate/individual at 20%/20%, aligning pay with business unit performance .
  • Equity design: Performance RSUs earned at 136% on 2024 Adjusted EBITDA target with +/-25% TSR modifier vs Russell 2000; three-year service period embeds retention .

Say-on-Pay & Shareholder Feedback

  • 2024 Say-on-Pay approval declined to 62.2% vs 98.5% in 2023, driven by a one-time, non-performance award to the CEO in Dec 2023; the committee engaged shareholders and committed to avoid additional CEO special awards during the retention period and to default to performance vesting in extraordinary cases .

Compensation Peer Group

  • Peer group updated Dec 2024: removed Black Knight, EVO Payments, MoneyGram; added nCino, Payoneer Global, Shift4 Payments, Verint Systems; median pay positioning maintained; industry M&A necessitated inclusion of tangential FinTech peers .

Investment Implications

  • Alignment signals: Ms. Pérez’s annual incentive is heavily tied to segment business metrics and corporate Adjusted Net Income/Revenue; long-term incentives driven by Adjusted EBITDA and relative TSR with multi-year service, supporting pay-for-performance and retention .
  • Retention and vesting overhang: Significant unvested/uneared RSUs (time-based 30,597; performance-based 47,157 as of 12/31/24) plus 2025 grants (31,713 total) create predictable vest calendars that can contribute to periodic sell pressure from net share settlement, evidenced by 34,201 shares vested with $1.26m value realized in 2024 . Policy prohibits hedging and pledging, limiting adverse alignment risks .
  • Ownership and skin-in-the-game: Direct beneficial ownership of 6,965 shares (~0.0109% of 64,028,083 outstanding) is small but EVPs must maintain 3x salary ownership and all NEOs were in compliance, with unvested time-based RSUs counting toward guidelines (performance RSUs do not) .
  • Downside protections and CIC economics: Non-CIC severance equals base salary plus pro-rata bonus with 18 months health coverage; double-trigger CIC produces materially higher cash and accelerated vesting (total hypothetical $5.0m) which could incentivize stability absent a qualifying event .
  • Governance sensitivity: The 2024 Say-on-Pay drop highlights investor scrutiny; continued adherence to performance-based awards, capped payouts, and robust clawback/insider policies should support investor confidence in incentive integrity .