Virginia Gambale
EVERTECAbout Virginia Gambale
Independent director at Evertec, Inc. since May 2023; age 65. Managing Partner and founder of Azimuth Partners (since 2003), former General Partner/MD at Deutsche Bank’s ABS Ventures and Head of Deutsche Bank Strategic Ventures; prior CIO for Global Investment Banking at Merrill Lynch. Currently serves on public company boards of Nutanix, Virtu Financial, and Jamf Holding, and is an Adjunct Faculty Member at Columbia University. Her core credentials are IT and FinTech leadership with audit committee financial literacy via Audit Committee membership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Bank (ABS Ventures) | General Partner & Managing Director; Head of Strategic Ventures | Not disclosed | Tech venture leadership; strategic investments |
| Merrill Lynch | CIO, Global Investment Banking | Not disclosed | Technology leadership in investment banking |
| Azimuth Partners | Managing Partner, Founder | Since 2003 | Strategic advisory on growth/innovation for tech companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nutanix, Inc. (NYSE: NTNX) | Director | Not disclosed | Not disclosed |
| Virtu Financial, Inc. (NYSE: VIRT) | Director | Not disclosed | Not disclosed |
| Jamf Holding Corp. (NASDAQ: JAMF) | Director | Not disclosed | Not disclosed |
| Columbia University | Adjunct Faculty Member | Not disclosed | Not disclosed |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Gambale is listed as Independent.
- Committees: Audit Committee member; Information Technology (IT) Committee member.
- Committee workload: Audit met 13 times in 2024; IT met 5 times in 2024, indicating active oversight cadence in financial reporting and cybersecurity.
- Attendance: Board met 12 times in 2024; no director attended less than 97% of Board and respective committee meetings.
- Executive sessions: Non-employee directors meet in regularly scheduled executive sessions led by the independent Chairman.
- Skills: Board targets FinTech, LATAM, financial, risk, M&A, IT/cyber expertise; Gambale’s disclosed expertise aligns with IT/FinTech.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board retainer – cash portion | 82,500 | Standard member cash for $235k retainer (35% cash / 65% equity) |
| Audit Committee member fee | 12,500 | Member fee (Chair $25,000; member $12,500) |
| IT Committee member fee | 7,000 | Member fee (Chair $21,000; member $7,000) |
| Total fees earned in cash | 102,000 | Sum of cash components |
| RSU grant (annual) – grant date fair value | 152,500 | Board equity portion; grant date fair value per share $35.05 |
| Total director compensation | 254,500 | Cash + equity |
| RSU vesting date (2024 grant) | — | RSUs granted May 23, 2024 vest May 31, 2025 |
- No per-meeting fees paid in 2024 (thresholds not exceeded).
- Directors may elect to take Board cash retainer in equity; Gambale followed standard mix (cash plus equity).
Performance Compensation
- EVTC does not use performance-based pay for non-employee directors; annual equity is time-based RSUs that vest on schedule (no director-level performance metrics).
Other Directorships & Interlocks
- Current public boards: Nutanix (NTNX), Virtu Financial (VIRT), Jamf (JAMF). No EVTC disclosure of overlapping committees or transactional interlocks with EVTC.
- Related party transactions: None exceeding $120,000 in 2024 involving directors or immediate family; Audit Committee oversees a formal related-party transactions policy.
- Compensation committee interlocks: None disclosed involving EVTC executives on other companies’ comp committees in 2024.
Expertise & Qualifications
- Technology and FinTech leadership across venture investing and enterprise IT; aligns to EVTC’s IT/cyber oversight needs.
- Audit Committee membership requires financial literacy under NYSE rules; all Audit members are financially literate.
- LATAM/FinTech expertise emphasized in Board skills framework; complements EVTC’s strategic direction.
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Beneficial ownership (common shares) | 3,694 shares (as of record date) |
| Director RSUs outstanding (12/31/2024) | 4,350 RSUs |
| Ownership as % of shares outstanding | Less than 1% for each director |
| Shares pledged | None (company notes none pledged) |
| Stock ownership guidelines (directors) | Minimum 5x annual cash retainer; counts direct shares and unvested time-based RSUs (not unearned PSUs) |
| Compliance status | Each independent director and NEO in compliance as of proxy date |
| Hedging/pledging policy | Hedging prohibited; pledging prohibited except rare pre-cleared exceptions (not margin) |
Governance Assessment
- Committee assignments align with her IT/FinTech profile (member of Audit and IT), reinforcing board effectiveness in financial oversight and cybersecurity. Audit met 13 times and IT met 5 times in 2024; Board attendance was ≥97%, indicating strong engagement.
- Compensation alignment: Director pay emphasizes equity (about 60% of Gambale’s 2024 total), supporting long-term alignment; standard member retainer design is 35% cash/65% equity.
- Independence/conflict controls: Board independence confirmed; no related-party transactions >$120k; strict insider trading policy bans hedging and pledging (with limited exceptions), mitigating alignment and conflict risks.
- Shareholder sentiment context: 2024 Say-on-Pay support fell to 62.2% due to a CEO one-time award; Compensation Committee enhanced disclosures and committed to performance-based conditions for any future special awards—positive signal of responsiveness (board-level oversight relevance).
- Potential risk watchpoint: Multiple public boards (NTNX, VIRT, JAMF) may create time-commitment considerations; however, EVTC reports high attendance and active committee cadence, mitigating immediate concern.
Director Compensation Detail (2024)
| Metric | 2024 |
|---|---|
| Cash fees ($) | 102,000 |
| Stock awards ($) | 152,500 |
| Total ($) | 254,500 |
| RSUs (# outstanding at 12/31/2024) | 4,350 |
| RSU grant fair value per share ($) | 35.05 |
| Board retainer structure (member) | $235,000 total; $82,500 cash / $152,500 equity |
| Committee member fees | Audit $12,500; IT $7,000 |
| Per-meeting fees | None paid in 2024 (thresholds not exceeded) |
Committee Assignments & Meetings (2024)
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Member | 13 |
| Information Technology | Member | 5 |
Beneficial Ownership Snapshot
| Holder | Shares |
|---|---|
| Virginia Gambale | 3,694 |
| Pledging Status | None pledged (company statement) |
RED FLAGS
- None disclosed by EVTC regarding related-party transactions, hedging, pledging, or delinquent ownership reporting for Gambale; attendance and independence thresholds met.
- Broader governance context: 2024 Say-on-Pay dip to 62.2% linked to CEO special award (not a director issue), with subsequent board-level responsiveness—monitor ongoing shareholder feedback but not a Gambale-specific red flag.