EVERTEC, Inc.EVTC

EVERTEC, Inc. Stock Compensation Disclosure

10-KFiled Mar 2, 20263 min read
Share-based Compensation
Long-Term Incentive Plan (“LTIP”)

During the three months ended March 31, 2023, 2024 and 2025, the Compensation Committee (the “Compensation Committee”) of the Company's Board of Directors ("Board") approved grants of restricted stock units (“RSUs”) to executives and certain employees pursuant to the 2023 LTIP, 2024 LTIP and 2025 LTIP, respectively, all under the terms of the Company’s 2022 Equity Incentive Plan. Under the LTIPs, the Company granted RSUs to eligible participants as time-based awards and/or performance-based awards.

The vesting of the RSUs is dependent upon service and/or performance conditions as defined in the award agreements. Employees that received time-based awards with service conditions are entitled to receive a specific number of shares of the Company’s common stock on the vesting date if the employee provides services to the Company through the vesting date. Time-based awards generally vest over a period of three years in substantially equal installments commencing on the grant date and ending on February 24 of each year for the 2023 LTIP, February 28 of each year for the 2024 LTIP and February 28 of each year for the 2025 LTIP. In 2023, 2024 and 2025 the Company also granted time-based awards with a three year service vesting period which will cliff vest on February 24, 2026, February 28, 2027 and February 28, 2028, respectively.

For the performance-based awards under the 2023 LTIP, 2024 LTIP, and 2025 LTIP, the Compensation Committee established adjusted earnings before interest, income taxes, depreciation, and amortization (“Adjusted EBITDA”) as the primary performance measure while maintaining focus on total shareholder return through the use of a market-based total shareholder return (“TSR”) performance modifier. The Adjusted EBITDA measure is based on annual Adjusted EBITDA targets and can result in a payout between 0% and 200%, depending on the performance level. The TSR modifier adjusts the shares earned based on the Adjusted EBITDA performance upwards or downwards (+/- 25%) based on the Company’s relative TSR at the end of the three-year performance period as compared to the companies in the Russell 2000 Index. The Adjusted EBITDA performance measure will be calculated for the one-year period commencing on January 1 of the year of the grant and ending on December 31 of the same year, relative to the goals set by the Compensation Committee for this same period. The shares earned will be subject to an additional two-year service vesting period and will vest on February 24, 2026 for the 2023 LTIP, February 28, 2027 for the 2024 LTIP and February 28, 2028 for 2025 LTIP. Unless otherwise specified in the award agreement, or in an employment agreement, awards are forfeited if the employee voluntarily ceases to be employed by the Company prior to vesting.
  
The following table summarizes the nonvested RSUs activity for the years ended December 31, 2025, 2024 and 2023:
Nonvested RSUsSharesWeighted average
grant date fair value
Nonvested at December 31, 20221,363,780 $38.96 
Granted1,072,494 37.53 
Vested(608,800)36.92 
Forfeited(28,462)39.46 
Nonvested at December 31, 20231,799,012 39.42 
Granted1,161,455 36.76 
Vested(791,833)39.25 
Forfeited(164,370)36.01 
Nonvested at December 31, 20242,004,264 38.71 
Granted856,615 39.13 
Vested(710,439)39.69 
Forfeited(115,814)38.62 
Nonvested at December 31, 20252,034,626 $38.59 
Share-based compensation recognized was as follows:
 Years ended December 31,
(In thousands)202520242023
Share-based compensation recognized, net
RSUs$29,582 $30,275 $25,732 
The maximum unrecognized cost for restricted stock units was $38.8 million as of December 31, 2025. The cost is expected to be recognized over a weighted average period of 1.8 years.

Historical Timeline

Fiscal YearFiled
2025Mar 2, 2026Showing above
2024Mar 3, 2025
2023Feb 29, 2024
2022Feb 24, 2023
2021Feb 25, 2022
2020Mar 1, 2021
2019Feb 27, 2020
2018Feb 26, 2019
2017Feb 28, 2018
2016Feb 24, 2017
2015May 26, 2016

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

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