DEF 14A of Popular, Inc., Mar 27, 2024

DEF 14A of Popular, Inc.

Filed Mar 27, 2024 · FY20230001140361-24-015485

Open on EDGAR

  1. (Amendment No. )

    | Pay Versus Performance | 68 | | Compensation of Non-Employee Directors | 72 | | Compensation of Directors | 72 | | Director Stock Ownership Requirements | 72 | | 2023 Non-Employee Director Summary Compensation Table | 73 | | IV Security Ownership of Certain Beneficial Owners and Management | 74 | | Beneficial Ownership | 74 | | Shares Beneficially Owned by Directors, Nominees and Executive Officers | 74 | | Delinquent Section 16(a) Reports | 75 | | Principal Shareholders | 75 | | V Proposals | 77 | | Proposal 1: Election of Directors | 77 | | Proposal 2: Advisory Vote to Approve Executive Compensation | 78 | | Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm | 79 | | VI Audit Committee Report | 80 | | VII General Information About the Meeting | 81 | | About the Meeting | 81 | | Voting Procedure and Results | 82 | | Proxy Materials | 84 | | Shareholder Proposals | 85 | | Appendix A: Popular, Inc. Reconciliation of Non-GAAP Measures | 87 |

  2. Executive Compensation Program Highlights

    | Pay-For-Performance | | • Focus on variable, incentive-based pay (61%-80% of total target NEO pay is performance-based) | | • Combination of short-term (cash) and long-term (equity) incentives | | • Equity awards to promote performance and retain high-performing talent | | • Total compensation opportunity targeted at median of our peer group | | • No special retirement or severance programs | | • Limited perquisites |

  3. Executive Compensation Program Highlights

    | Executive alignment with long-term shareholder value | | • Stock ownership requirements for our executive officers | | • Extended equity vesting (over a four-year period) | | • Double-trigger equity vesting upon change in control |

  4. Short-Term Annual Cash Incentive

    Short-Term Annual Cash Incentive Popular’s short-term cash incentive rewards the achievement of annual financial and non-financial goals that reinforce the Corporation’s business strategy and priorities. The short-term annual cash incentive is awarded based on the degree of achievement of the corporate adjusted after-tax net income goal, the annual adjusted after-tax ROATCE goal, the key milestones tied to the Corporation’s muti-year transformation initiative, and individual pre-determined financial and non-financial goals based on each NEO’s role. For 2023, the total short-term cash incentive target as a percentage of base salary was 135% for the CEO and 80% for the other NEOs. Actual payouts can range from zero to 1.5 times the target award. After considering all incentive components, the Talent and Compensation Committee (the “Committee”) approved annual cash incentive payments in respect of 2023 equal to 96% of target for Mr. Alvarez, 94% of target for Mr. Vázquez, 98% of target for Mr. Ferrer, 92% of target for Mr. Soriano and 85% of target for Mr. Chinea.

  5. Long-Term Equity Incentive

    Long-Term Equity Incentive The annual equity grant rewards performance and aligns the interests of our NEOs with those of our shareholders. One half of the target award consists of performance shares, with actual earned shares determined at the end of a 3-year performance period based on total shareholder return (“TSR”) and ROATCE metrics. The other half of this award consists of time-vested restricted stock granted based on corporate and individual performance that vests on a pro-rata basis, with 25% vesting annually over a 4-year period. For purposes of the February 2023 grant, the target incentive opportunity was equal to 270% of base salary for Mr. Alvarez, 120% for Mr. Ferrer and 80% of base salary for the other NEOs. Actual payout for long-term incentive awards may range from zero to 1.5 times the target award. In February 2023, the Committee granted (i) performance awards at target level, since vesting is determined based on future (3-year) performance, and (ii) time-vested restricted stock awards at the target level for the CEO and above the target level for the other NEOs, in recognition of each NEO’s strong leadership and contribution to Popular’s solid performance in 2022. Our executive compensation programs are discussed in more detail in the “Compensation Discussion and Analysis” and “2023 Executive Compensation Tables and Compensation Information” sections of this Proxy Statement.

  6. 2023 Compensation Program and Pay Decisions

    | Name and Principal Position | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation ($) | All Other Compensation ($) | Total ($) | | Ignacio Alvarez President and Chief Executive Officer (“CEO”) | $1,130,000 | $47,083 | $3,081,501 | $1,466,740 | $— | $43,120 | $5,768,444 | | Carlos J. Vázquez Executive Vice President and Chief Financial Officer (“CFO”) | 759,519 | 31,875 | 631,998 | 577,193 | 16,449 | 23,610 | 2,040,644 | | Javier D. Ferrer Executive Vice President, Chief Operating Officer and Head of Business Strategy (“COO”) | 782,308 | 32,917 | 1,134,107 | 621,335 | — | 15,774 | 2,586,441 | | Lidio V. Soriano Executive Vice President and Chief Risk Officer (“CRO”) | 585,481 | 24,583 | 486,157 | 433,355 | — | 22,868 | 1,552,444 | | Manuel Chinea Executive Vice President and Chief Operating Officer of Popular Bank | 560,340 | — | 464,082 | 384,031 | 4,799 | 47,725 | 1,460,977 |

  7. Hedging and Pledging Policy

    Hedging and Pledging Policy Our Corporate Governance Guidelines prohibit executive officers and directors of Popular from engaging in hedging or monetization transactions with respect to Popular’s securities. Such prohibited transactions include, but are not limited to, zero-cost collars, equity swaps, and forward sale contracts since they are considered speculative as they allow the shareholder to lock in the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. This allows the holder to continue to own the underlying securities without the full rewards and risks of ownership. In addition, pledging of Popular’s securities, including restricted stock and restricted stock units granted as compensation, by executive officers and directors is also prohibited under the Corporate Governance Guidelines. This prohibition includes securities pledged as collateral for margin accounts, as well as securities pledged as collateral for loans.

  8. Nominees for Election as Directors

    Nominees for Election as Directors Information relating to director nominee’s participation in Popular’s committees, age, principal occupation, business experience during the past five years (including positions held with Popular or its subsidiaries and the period during which each director has served in such capacity), directorships, expertise, skills and qualifications is set forth below. All of Popular’s directors are also directors of the following subsidiaries of Popular: Banco Popular de Puerto Rico (“BPPR”), Popular North America, Inc. and Popular Bank.

  9. Nominees for Election as Directors

    | | Ignacio Alvarez | | | | President and Chief Executive Officer of Popular, Inc. Director Since 2017 Age 65 | Expertise & Skills | | Background Chief Executive Officer of Popular, BPPR and Popular Bank since July 2017. President of Popular, BPPR and Popular Bank since October 2014 and Chief Operating Officer of Popular and BPPR from October 2014 to July 2017. Executive Vice President and Chief Legal Officer of Popular from June 2010 to September 2014. President and CEO of Popular North America, Inc. and other direct and indirect wholly-owned subsidiaries of Popular. President of the Puerto Rico Bankers Association from October 2021 until September 2023 and from October 2017 to September 2019. Director of Centro Financiero BHD León, S.A. and Banco BHD León, from March 2018 to March 2019. Member of the Board of Trustees of Fundación Banco Popular, Inc. and of Popular Foundation, Inc., since November 2015. Founding member of Endeavor Puerto Rico since November 2017. | | | | Qualifications As President, Chief Executive Officer and former Chief Operating Officer of Popular, Mr. Alvarez has demonstrated his solid strategic and analytical skills, understanding of the markets in which we operate, business acumen and strength as a leader, delivering positive results in our Puerto Rico business despite challenging conditions and overseeing the repositioning of our operations in the United States. Prior to joining Popular in 2010 as Chief Legal Officer, Mr. Alvarez was one of the six founding partners of the law firm Pietrantoni Méndez & Alvarez LLC, one of Puerto Rico’s principal law firms. During his 27 years in private law practice, his main areas of expertise included banking, corporate and commercial law, corporate and public finance law, securities and capital markets. Mr. Alvarez’s understanding of the Corporation and excellent business skills, as well as his background as an attorney with vast experience on corporate matters, including regulatory and corporate governance, have proven to be a great asset. | | |

  10. Nominees for Election as Directors

    | | Alejandro M. Ballester | | | | President of Ballester Hermanos, Inc. Independent Director Since 2010 Age 57 | Expertise & Skills | | Background President of Ballester Hermanos, Inc., a major food and beverage distributor in Puerto Rico, since 2007. | | | | Qualifications Mr. Ballester has a comprehensive understanding of Puerto Rico’s consumer products and distribution industries acquired through over 33 years of experience at Ballester Hermanos, Inc., a privately-owned business dedicated to the importation and distribution of grocery products, as well as beer, liquors and wine for the retail and food service trade in Puerto Rico, which also recently expanded its food service operations to Panama. As of December 31, 2023, Ballester Hermanos had approximately $220 million in assets and annual revenues of approximately $465 million. Mr. Ballester is familiar with the challenges faced by family-owned businesses, which constitute an important market segment for Popular’s commercial banking units. He has proven to be a successful entrepreneur establishing the food service division of Ballester Hermanos in 1999, which today accounts for 43% of the firm’s revenues. During 2009, he was a director of the Government Development Bank for Puerto Rico and member of its audit and investment committees where he obtained experience in overseeing a variety of fiscal issues related to various government agencies, instrumentalities and municipalities. The experience, skills and understanding of the Puerto Rico economy and government financial condition acquired by Mr. Ballester have been of great value to the Board. | | | | Committees Talent and Compensation (Chair) Audit Corporate Governance and Nominating | | |

  11. Nominees for Election as Directors

    | | Robert Carrady | | | | President and CEO of Caribbean Cinemas Independent Director Since 2019 Age 68 | Expertise & Skills | | Background President and CEO of Caribbean Cinemas, a family-owned business and the largest movie theater chain in the Caribbean, since 2006. | | | | Qualifications Mr. Carrady, as President of Caribbean Cinemas, has acquired extensive leadership and business operations experience by overseeing and managing a theater operation of approximately 570 cinema screens in 68 locations across Puerto Rico, the Dominican Republic and several other Caribbean islands, as well as in Guyana, Panama and Bolivia. His entrepreneurial skills have helped develop Caribbean Cinemas into the largest movie theater chain in the Caribbean and transformed the company, which today manages in-house the construction of new sites, theatre operations, film buying, food concessions, screen advertising, game room concessions, film production and real estate leasing and management. Mr. Carrady’s experience as a business leader and entrepreneur, as well as his thorough understanding of the Caribbean region, one of the markets where Popular operates, brings great value to our Board. | | | | Committees Corporate Governance and Nominating Talent and Compensation | | |

  12. Nominees for Election as Directors

    | | Richard L. Carrión | | | | Chairman of the Board of Directors of Popular, Inc. Director Since 1991 Age 71 | Expertise & Skills | | Background Chairman of Popular since 1993 and Executive Chairman from July 2017 to July 2019. CEO of Popular from 1994 to June 2017 and President from 1991 to January 2009 and from May 2010 to September 2014. Executive Chairman of BPPR from July 2017 to July 2019, Chairman since 1993 and CEO from 1989 to June 2017. President of BPPR from 1985 to 2004 and from May 2010 to September 2014. Executive Chairman of Popular Bank from July 2017 to July 2019 and Chairman since 1998. Chairman of Popular North America, Inc. and other direct and indirect wholly-owned subsidiaries of Popular and CEO until 2017. Director of the Federal Reserve Bank of New York from January 2008 to December 2015. Chairman of the Board of Trustees of Fundación Banco Popular, Inc. since 1991. Chairman and Director of Popular Foundation, Inc. since 2005. Member of the Board of Directors of Verizon Communications, Inc. from 1995 to May 2019. Member of the International Olympic Committee since 1990 and Chairman of the International Olympic Committee Finance Commission from 2002 to 2013. Managing Member of RCA3 Investments, LLC, an entity engaged in financial consulting since October 2017. Chairman of the Board of Vall Banc, an Andorra-based bank, from October 2017 to February 2022. Member of the Supervisory Board of NIBC Holdings N.V., a commercial bank in the Netherlands, from September 2017 to February 2021. Member of the Board of Directors of First Bank, an entity engaged in banking in Romania, since November 2018. | | | | Qualifications Mr. Carrión’s 47 years of banking experience, over 33 years heading Popular, give him a unique level of knowledge of the Puerto Rico financial system. Mr. Carrión is a well-recognized leader with a vast knowledge of the Puerto Rico economy, and is actively involved in major efforts impacting the local economy. His knowledge of the financial industry led him to become a director of the Federal Reserve Bank of New York for eight years. | | | | Committees Technology (Chair) | | |

  13. Nominees for Election as Directors

    | | Bertil E. Chappuis | | | | Co-Founder and CEO of Xtillion, LLC Independent Director Nominee Age 57 | Expertise & Skills | | Background Chief Executive Officer and Co-Founder of Xtillion, LLC, a data engineering and artificial intelligence services firm serving major enterprises, since September 2023. Senior Partner at McKinsey & Company, Inc. from August 1995 until June 2022. Co-Founder and Partner at Intellect Partners, Inc., a Silicon Valley based intellectual property firm focused on technology licensing and commercialization, from August 1992 until August 1995. Founding Member and Chairman of Platform for Social Impact, a not-for-profit organization dedicated to the eradication of childhood poverty through economic mobility for families in Puerto Rico, since October 2022. Member of the Legacy Council of the Boys and Girls Club of Puerto Rico from December 2017 until October 2022. | | | | Qualifications Mr. Chappuis has over 27 years of experience advising Fortune 500 technology companies and financial services firms on corporate strategy, mergers and acquisitions, commercial operations and private equity investments. More recently, he led the strategic advisory work that underpinned the fiscal restructuring program for the Financial Oversight and Management Board for Puerto Rico to restructure more than $120 billion of Puerto Rico’s debt and pension liabilities and establish balanced budgets for the Government of Puerto Rico. As co-founder and CEO of Xtillion, he is deeply involved in digital and artificial intelligence transformation of enterprises. Mr. Chappuis brings extensive organizational transformation experience, a deep understanding of the impact of technology on organizations and financial markets, and a thorough understanding of Puerto Rico’s economy and financial condition. | | |

  14. Nominees for Election as Directors

    | | Betty DeVita | | | | Chief Business Officer of FinConecta Independent Director Since 2021 Age 63 | Expertise & Skills | | Background Chief Business Officer and member of the Board of Directors of FinConecta, a privately held global technology company focused on the digitalization of finance and open banking, since February 2019. Chief Commercial Officer of Digital Payments & Labs at Mastercard Worldwide where she oversaw the company’s research, development, and deployment of payment innovations across a wide range of global markets, from May 2015 to February 2019. President of Mastercard Canada, Inc., from September 2010 to April 2015. Before joining Mastercard, Ms. DeVita held various positions of increasing responsibility at Citigroup, Inc. from 1981 to 2010, including leadership roles in North America, Latin America, and Korea, culminating in her position as Chairman and CEO of Citibank Canada Inc. Member of the Board of Directors of Molson Coors Brewing Co., a publicly traded brewing company, from May 2016 to May 2020. Member of the Board of Directors of Home Capital Group Inc., from November 2021 to September 2023. | | | | Qualifications Ms. DeVita has over 42 years of experience in the banking and payments industry, including as a well-recognized leader integrating technology and digital solutions to financial services. Her extensive senior leadership experience in banking and payments and her deep understanding of the role of technology in the financial services industry is of great value to our Board. | | | | Committees Talent and Compensation Technology | | |

  15. Nominees for Election as Directors

    | | John W. Diercksen | | | | Principal of Greycrest, LLC Independent Director Since 2013 Age 74 Lead Independent Director of Popular, Inc. | Expertise & Skills | | Background Principal of Greycrest, LLC, a privately-held financial and operational advisory services company, since October 2013. Chief Executive Officer of Beachfront Wireless LLC, a privately-held investment entity organized to participate in a Federal Communications Commission airwaves auction, from December 2015 to November 2016, when it was sold. Senior Advisor at Liontree Investment Advisors, an investment banking firm, since April 2014. Director of Harman International Industries, Incorporated, an audio and infotainment equipment company, from June 2013 to June 2017, when it was sold. Member of the Board of Directors of Cyxtera Technologies, Inc., a data center security and analytics services company, from May 2017 until January 2024. Director of Intelsat, S. A., a provider of communications satellites, from September 2013 to February 2022. Member of the Board of Directors of Accedian, Inc., a performance analytics and end user experience solutions company, from December 2020 until October 2023. Member of the Board of Directors of Tower Engineering Professionals, a telecommunications engineering and construction services firm, since May 2023. | | | | Qualifications Mr. Diercksen has 34 years of experience in the communications industry. From 2003 to 2013, he was an Executive Vice President of Verizon Communications, Inc., a global leader in delivering consumer, enterprise wireless and wire line services, as well as other communication services. At Verizon he was responsible for key strategic initiatives related to the review and assessment of potential mergers, acquisitions and divestitures and was instrumental in forging Verizon’s strategy of technology investment and repositioning its assets. He possesses a vast experience in matters related to corporate strategy, mergers, acquisitions and divestitures, business development, venture investments, strategic alliances, joint ventures and strategic planning. Mr. Diercksen’s extensive senior leadership experience, together with his financial and accounting expertise, position him well to advise the Board and senior management on a wide range of strategic and financial matters. | | | | Committees Audit (Chair and Financial Expert) Corporate Governance and Nominating Risk Management Talent and Compensation Technology | | |

  16. Nominees for Election as Directors

    | | María Luisa Ferré Rangel | | | | Chief Executive Officer of FRG, LLC Independent Director Since 2004 Age 60 | Expertise & Skills | | Background Chief Executive Officer of FRG, LLC, a diversified family holding company with operations in media, real estate, contact centers and distribution in Puerto Rico, the United States and Chile, since 2001. Member of the Board of Directors of GFR Media, LLC since 2003 and Chair from 2006 to February 2016. Publisher of El Nuevo Día, Puerto Rico’s most widely read and influential newspaper, and Primera Hora since 2006. President and Trustee of The Luis A. Ferré Foundation, Inc. since 2003. President of the Board of Directors of Multisensory Reading Center of PR, Inc. since 2012. Member of the Latin American Caribbean Fund of The Museum of Modern Art since 2013 and Member of the Board of Directors of Partnership for Modern Puerto Rico, from 2019 to 2023. Member of the Board of Directors of W.R. Berkley Corporation, an insurance holding company, since May 2017. | | | | Qualifications Ms. Ferré Rangel has 22 years of experience as the Chief Executive Officer of FRG, LLC, the largest communications and media group in Puerto Rico, with consolidated assets of approximately $300 million and annual net revenues of approximately $102 million as of December 31, 2023. She holds positions as director and officer of numerous entities related to FRG, LLC. She also serves as director and trustee of philanthropic and charitable organizations related to fine arts and education. As a result of these experiences, Ms. Ferré Rangel possesses a deep understanding of Popular’s main market and has developed management and oversight skills that allow her to make significant contributions to the Board. She also provides thoughtful insight regarding the communications needs of Popular. | | |

  17. Nominees for Election as Directors

    | Committees Corporate Governance and Nominating (Chair) Technology | Other Current Public Company Boards W.R. Berkley Corporation (since May 2017) |

  18. Nominees for Election as Directors

    | | C. Kim Goodwin | | | | Private Investor Independent Director Since 2011 Age 64 | Expertise & Skills | | Background Private investor since 2008. Independent director of General Mills, Inc. since June 2022 and member of its Compensation and Finance Committees. Independent director of TJX Companies, Inc. since October 2020 and member of its Audit and Compensation Committees. Non-executive director of PineBridge Investments, LLC, a global asset management firm with over $157.1 billion in assets under management, since May 2011, and Chair of the Audit Committee and member of the Remuneration Committee. Member of the Advisory Board of Grupo Ferré Rangel Holdings from 2017 to 2019 and the Board of Trustees of Princeton University from 2004 to 2008 and from 2014 to 2022. Member of the Board of Directors of the Princeton University Investor Company (Princo) since 2017. | | | | Qualifications Ms. Goodwin’s experience as chief investment officer at several global financial services firms provides the Board with insight into the perspective of institutional investors. Her analytical skills and understanding of global financial markets have proved to be valuable assets. As Head of Equities at Credit Suisse Asset Management from 2006 to 2008, Ms. Goodwin oversaw enterprise risk functions for her global department. Through her experiences as a member of the Audit Committee of Akamai Technologies, Chair of the Audit Committee of PineBridge Investments and Chair of Popular’s Risk Management Committee, Ms. Goodwin has developed profound knowledge of the risks related to our business. She has also developed expertise in identifying, assessing and managing risk exposure, successfully leading the Board’s efforts on risk oversight. Finally, Ms. Goodwin also provides Popular with valuable insight regarding the use of technology by financial firms. | | |

  19. Nominees for Election as Directors

    | Committees Risk Management (Chair and Risk Management Expert) Audit (Financial Expert) Technology | Other Current Public Company Boards The TJX Companies, Inc. (since October 2020) General Mills, Inc. (since June 2022) |

  20. Nominees for Election as Directors

    | | José R. Rodríguez | | | | Chairman of the Board of Directors of CareMax, Inc. Independent Director Since 2021 Age 65 | Expertise & Skills | | Background Certified public accountant since March 1984. Chairman of the Board of Directors of CareMax, Inc., since February 2022 and a director since June 2021. Audit partner at KPMG LLP from 1995 until his retirement in April 2021. For more than 25 years with KPMG, Mr. Rodríguez held diverse leadership positions, including Partner in Charge and Executive Director of KPMG’s Audit Committee Institute from June 2016 to April 2021, member of KPMG US’s Board of Directors from 2006 to 2011, including as Ombudsman responsible for leading the firm’s internal regulatory investigations. He also served as Chief Operating Officer for KPMG’s Global Audit Practice from 2012 to September 2015 and Office Managing Partner for the firm’s Global Service Center from 2013 to September 2015. Member of the board of the Latin Corporate Directors Association, Chair of the Board of Overseers of the University of Miami School of Business, member of the Advisory Board of Wake Forest University School of Business, and member of Marymount University’s Board of Trustees. | | | | Qualifications Mr. Rodríguez has over 39 years of experience as a Certified Public Accountant and is a well-recognized leader in the field of accounting. His vast knowledge and expertise in accounting, auditing, and financial sectors, as well as his many roles as a trusted advisor brings an invaluable and essential perspective to our Board. Mr. Rodríguez is NACD (National Association of Corporate Directors) Directorship Certified™. | | |

  21. Nominees for Election as Directors

    | Committees Audit (Financial Expert) Risk Management (Risk Management Expert) | Other Current Public Company Boards CareMax, Inc. (since June 2021) Primoris Services Corporation (since May 2021) |

  22. Nominees for Election as Directors

    | | Alejandro M. Sánchez | | | | President and Chief Executive Officer of Salva Financial Group of Florida Independent Director Since 2023 Age 66 | Expertise & Skills | | Background President and Chief Executive Officer of Salva Financial Group of Florida, a financial services consulting and advisory firm, since January 2024. Executive Advisor to Nasdaq, Inc., since February 2024. Chief Executive Officer Emeritus of the Florida Bankers Association, an industry association representing Florida’s banks, since November 2023, President and Chief Executive Officer from 1998 until November 2023, and Senior Vice President from 1993 until 1998. Member of the Advisory Committee of the Export-Import (EXIM) Bank of the United States of America from July 2019 until September 2021. Member of the Federal Retirement Thrift Investment Board from November 2002 until November 2011. Since March 2022, he has been a member of the Board of Directors of Apalachee Center Hospital, Inc., a Florida treatment center facility dedicated to helping patients recover from mental illness, substance abuse and emotional and behavioral problems. | | | | Qualifications Mr. Sánchez has over 26 years of banking industry experience, with over 25 years leading the Florida Bankers Association. He has served on various federal boards and agencies under different U.S. Presidents and held several gubernatorial appointments in the State of Florida. He has been a promoter and advocate for the banking industry before regulatory and legislative bodies in the State of Florida and Washington D.C. He brings a deep knowledge of the banking industry and the regulatory environments in which Popular operates, as well as his political insights, to our Board. Mr. Sánchez is a Lawyer and a US Air Force Veteran. | | | | Committees Risk Management Talent and Compensation | | |

  23. Nominees for Election as Directors

    | | Myrna M. Soto | | | | Chief Executive Officer and Founder of Apogee Executive Advisors LLC Independent Director Since 2018 Age 55 | Expertise & Skills | | Background Chief Executive Officer and Founder, Apogee Executive Advisors LLC, a boutique advisory firm focused on providing strategic consulting in the areas of technology risk, cybersecurity, technology integrations and enterprise risk management, since June 2021. Chief Strategy and Trust Officer of Forcepoint, LLC, a global cybersecurity company, from June 2020 until its corporate spinout in May 2021. Chief Operating Officer of Digital Hands, LLC, a managed security service provider, from March 2019 until May 2020. Partner at ForgePoint Capital, a venture capital firm concentrating exclusively on cybersecurity related companies, from April 2018 to March 2019, when she assumed the role of Venture Advisor. Senior Vice President and Global Chief Information Security Officer of Comcast Corporation, a worldwide media and technology company, from September 2009 to April 2018. Vice President of Information Technology Governance and Chief Information Security Officer of MGM Resorts International, a global hospitality company, from 2005 until September 2009. Member of the Board of Directors of Headspace, Inc., a privately held on-demand mental healthcare company, since March 2021. Member of the Board of Directors of Delinea, Inc., a privately held Privileged Access Management (“PAM”) technology provider, since July 2021. Senior Investment Advisor for TPG, a global asset management firm, since January 2022. Member of the Board of Directors of Vectra AI, Inc., a privately held cybersecurity technology service provider, since May 2023. Member of the Board of Directors of Huntress Labs Incorporated, a privately held cybersecurity service provider, since August 2023. | | | | Qualifications Ms. Soto has over 33 years of information technology and cybersecurity experience in a variety of industries, including financial services, telecommunications, hospitality, insurance, risk management, as well as gaming and entertainment. During her years in the information and cybersecurity field, she successfully managed global cybersecurity and technology risk programs at leading Fortune 500 companies. Ms. Soto’s extensive experience in cybersecurity, as well as her experience as a business leader and as a member of several public company boards, brings an invaluable and unique perspective to our Board and helps ensure that the Corporation is well-positioned to meet the technology and cybersecurity needs of today’s marketplace, a matter that becomes more critical each day. | | |

  24. Nominees for Election as Directors

    | Committees Corporate Governance and Nominating Risk Management (Risk Management Expert) Technology | Other Current Public Company Boards CMS Energy Corporation (since January 2015) Spirit Airlines, Inc. (since March 2016) TriNet Group, Inc. (since May 2021) |

  25. Nominees for Election as Directors

    | | Carlos A. Unanue | | | | President of Goya de Puerto Rico, Inc. Independent Director Since 2010 Age 60 | Expertise & Skills | | Background President of Goya de Puerto Rico, Inc. since 2003 and of Goya Santo Domingo, S.A. since 1994, food processors and distributors. | | | | Qualifications Mr. Unanue has 37 years of experience at Goya Foods, Inc., a privately-held family business with operations in the United States, Puerto Rico, Spain and the Dominican Republic that is dedicated to the sale, marketing and distribution of Hispanic food, as well as to the food processing and canned food manufacturing business. Through his work with Goya Foods, Mr. Unanue has developed a profound understanding of Popular’s two main markets, Puerto Rico and the United States. His experience in distribution, sales and marketing has provided him with the knowledge and experience to contribute to the development of Popular’s business strategy, while his vast experience in management at various Goya entities has allowed him to make valuable contributions to the Board in its oversight functions. | | | | Committees Audit Talent and Compensation | | |

  26. Related Party Transactions

    | III | Executive and Director Compensation |

  27. 2023 Corporate Performance and Highlights

    | Banco Popular | | • Increased total loans by $1.9 billion compared to 2022. | | • Achieved a net interest margin of 3.20% (up from 3.06% in 2022). | | • Remained as market leader in Puerto Rico in auto loans and leases, personal loans, credit cards, mortgage loan originations, commercial loans and total deposits. | | • Served over two million customers as of 2023 year-end. Digital channels captured approximately 62% of total deposit transactions and Mi Banco (online platform) active customers exceeded 1.1 million. | | Popular Bank | | • Increased total loans by $1.0 billion compared to 2022. | | • Increased total deposits by $2.6 billion from 2022. | | Profitability and Credit Quality | | • Improved the credit quality of our portfolio, including a reduction of $82 million in non-performing loans. | | • Non-performing loans held-in-portfolio as a percentage of loans held in portfolio decreased to 1.0% in 2023 compared to 1.4% in the prior year. | | • Increased the Corporation’s net interest margin by 2 basis points (bps) year-over-year to 3.13%. | | Capital Strategy | | • Maintained strong capital levels with year-end Tier 1 Common Equity ratio at 16.3%. | | • Increased, during the fourth quarter, the quarterly common stock dividend from $0.55 to $0.62 per share. | | • Increased tangible equity by 33% or $14.77 per share. | | Organizational Excellence & Human Capital | | • Continued working on initiatives related to the multi-year corporate transformation designed to expand digital capabilities, modernize the technology platform, and implement agile and efficient business processes across the Corporation. | | • Redefined the Corporation’s purpose and streamlined the cultural framework to better reflect Popular’s core values and daily practices. | | • Enhanced our health and wellness programs by launching innovative clinical and preventive programs such as a leadership guide on mental health and expanded nutrition and psychological services in our On-Site Health and Wellness Center (which received over 15,000 visits). | | • Expanded the scope of the Corporation’s Employee Resource Groups (“ERG”) in the U.S. mainland by establishing a Black/African ERG and extending Popular Pride and Network of Woman in Popular ERGs to this region. | | • Launched a comprehensive Employee Engagement & Experience Survey program, shifting from biennial to quarterly/annual assessments, including additional surveys that measure employee sentiment through the recruiting, onboarding and exit journeys. Our current score of 84% positions us within the 75th percentile of the Qualtrics global benchmark and above the average benchmark of the financial industry. | | For additional information on the Corporation’s human capital initiatives, please refer to the Human Capital Management disclosure included in our Form 10-K for the year ended December 31, 2023. | | Environmental and Social Commitment | | • Maintained a strong branch presence in low- and moderate-income communities with 27% of BPPR and 43% of Popular Bank branches located in these areas. | | • Invested approximately $12 million in our communities, including corporate donations, programs to promote financial inclusion and entrepreneurship, and philanthropic contributions through our corporate foundations in Puerto Rico and the mainland U.S. | | • Demonstrated our commitment to further reducing our operational footprint by continuing the installation of solar panels, the operation of two Combined Heat and Power (CHP) systems and implementation of energy efficiency initiatives. Currently sixty-two branches and five corporate buildings have photovoltaic systems. | | • Financed several affordable housing projects in Puerto Rico, started offering a hurricane parametric insurance product and, in collaboration with a non-profit organization, implemented a pilot program to offer secured personal loans to women victims of gender violence, enabling them to establish credit. | | For additional information on the Corporation’s ESG efforts, please refer to the “Corporate Responsibility and Sustainability” section of this Proxy Statement. |

  28. Highlights of Our 2023 Executive Compensation Program and Pay Decisions

    As illustrated in the following graphs, performance-based short- and long-term incentives represent the majority of our NEOs’ target total compensation opportunity (80% for the President and CEO and 61%-67% for the other NEOs). As discussed in the “Long-Term (Equity) Incentive Compensation Opportunity” section, we further aligned our NEOs’ and shareholders’ interests by providing all 2024 target pay adjustments solely through long-term incentives. A breakdown of the target incentive elements is provided in the “2023 Executive Compensation Program and Pay Decisions” section of this Proxy Statement.

  29. Highlights of Our 2023 Executive Compensation Program and Pay Decisions

    | • | 2023 Salary. Each NEO, except for the CEO, received a salary increase adjustment in 2023, ranging from 3.9% to 5.3%, determined based on market benchmarking and individual performance. |

  30. Highlights of Our 2023 Executive Compensation Program and Pay Decisions

    | • | 2023 Short-Term Incentives. Based on the Talent and Compensation Committee’s (the “Committee”) assessment of performance under our 2023 short-term incentive (“STI”) plan, our NEOs’ 2023 STI payouts ranged from 85% to 98% of target, reflecting the Corporation’s solid results and favorable performance against pre-established financial and non-financial goals, as the Corporation delivered strong earnings, robust loan growth, stable credit quality and continued customer base expansion. For more information refer to the “2023 Executive Compensation Program and Pay Decisions” section of this Proxy Statement. |

  31. Highlights of Our 2023 Executive Compensation Program and Pay Decisions

    | • | 2023 Long-Term Awards. Our long-term equity incentive (“LTI”) program is based on two equally weighted components: (i) one-half (50%) is granted as performance shares, with actual value based on future performance over a 3-year period (one-half of our performance shares are based on Total Shareholder Return (“TSR”) relative to banks with assets between $25 billion and $500 billion and the other half is based on an absolute 3-year average Return on Average Tangible Common Equity (“ROATCE”) goal); and (ii) one-half (50%) is granted as time-vested restricted stock. The performance shares are always granted at target since vesting reflects performance over a three-year period. The time-vested restricted stock has a target value of 50% of each executive’s LTI opportunity, but the actual grant may vary based on the Committee’s assessment of prior-year Popular and individual performance. |

  32. Highlights of Our 2023 Executive Compensation Program and Pay Decisions

    Performance grants were made in February 2023 at target, since vesting is determined based on future (i.e., 3-year) performance. Time-vesting restricted stock awards were also granted in February 2023, at target level for the CEO and above target level for the other NEOs, recognizing each NEO’s contribution to Popular’s solid performance in 2022 and strong leadership.

  33. Highlights of Our 2023 Executive Compensation Program and Pay Decisions

    | • | 2021-2023 Performance Share Vesting. Upon the conclusion of the 2021-2023 performance cycle, performance results indicated, and the Committee approved, vesting based on the following results: (i) 3-year TSR in the 92nd percentile relative to an industry index of U.S. banks with assets greater than $10 billion, resulting in a maximum award (150% of target shares) for that component, and (ii) 3-year average ROATCE of 14.18%, which exceeded the maximum goal of 12.0%, thereby yielding the maximum award (150% of target shares) for that component. |

  34. Highlights of Our 2023 Executive Compensation Program and Pay Decisions

    | What we do | | | Use a combination of performance metrics to deter excessive risk-taking by eliminating focus on any single performance goal. The Committee may adjust incentive payouts if results are not aligned with Popular’s risk appetite and tolerance. | | | Balance short-term (cash) and long-term (equity) compensation to discourage short-term risk-taking at the expense of long-term results. | | | Use equity incentives to align executives’ interests with those of shareholders, reward long-term performance and support executive retention. 50% of our target LTI opportunity is based on future performance. | | | Require significant stock ownership from our executive officers to align their interests with shareholders’ interests. Our CEO has a stock ownership requirement equal to six times his base salary, and the other NEOs must own stock totaling three times their base salaries. | | | Apply clawback features to executive officer variable pay, including potential triggers for executive misconduct in addition to the financial results restatement trigger compliant with the requirements of Rule 10D-1 of the Securities Exchange Act of 1934 and the Nasdaq Stock Market (“Nasdaq”) Listing Rule 5608. | | | Employ “double-trigger” vesting of equity awards in the event of a change in control (i.e., vesting is only triggered upon a qualifying termination of employment following a change in control). | | | Conduct annual incentives and sales practices risk reviews in coordination with Popular’s Chief Risk Officer. | | | Assess the competitiveness of our executive compensation program through benchmarking of industry and peer group practices. | | | Prohibit speculative transactions in Popular’s securities by executive officers, including: hedging and monetization transactions, such as zero-cost collars, forward sale contracts and short sales, equity swaps, options, and other derivative transactions. | | | Engage an independent compensation consultant who advises and reports directly to the Committee. | |

  35. Highlights of Our 2023 Executive Compensation Program and Pay Decisions

    | What we don’t do | | | No excessive perquisites for executives. | | | No encouragement of excessive risk-taking. | | | No special executive retirement programs or severance programs specific to executive officers. | | | No employment or change in control agreements with our NEOs. | | | No tax gross-ups provided for any compensation or benefits. | | | No pledging of common stock or other securities of the Corporation as collateral for margin accounts or loans. | |

  36. Compensation Objectives

    | Motivate and Reward High Performance | | Ensuring and sustaining a proper pay-for-performance relationship is one of our key objectives. For Popular, performance means a combination of financial results (e.g., net income, TSR, return on equity), strategic accomplishments and leadership, all designed to drive the Corporation’s business plans in support of our customers, employees and communities, while generating long-term shareholder value. | | Base salary, as well as short- and long-term incentive compensation opportunities, are targeted at market median, with actual pay varying based on corporate and individual performance. Our short-term incentive and equity awards provide the opportunity to earn increased pay (up to 1.5 times target) for superior performance and similar downside (no payout) should we not achieve our performance goals. | | Align Executives’ Interests with Shareholders’ Interests and Build Long-Term Shareholder Value | | A significant component of our compensation program is equity-based pay designed to promote long-term value by rewarding sustained earnings growth, long-term return on shareholders’ investment and the retention of key high-performing talent. Performance shares promote value creation by rewarding executives for future increases in profitability and stock appreciation depending on the degree of achievement against pre-established 3-year goals for ROATCE (absolute) and our TSR (relative to a broad industry index). Restricted stock is awarded upon consideration of corporate and individual performance; these awards are designed to promote executive stock ownership and retention as the shares vest over time, further aligning our executives’ interests with those of our shareholders. We also require significant stock ownership from our executive officers. | | Environmental, social and governance matters are integrated into our incentive program to ensure Popular conducts operations responsibly and addresses sustainability risks and opportunities, assessing potential impact on future corporate performance and value creation. | | Attract, Motivate and Retain Highly Qualified Executives | | Popular’s executive compensation program seeks to attract, motivate and retain the talent needed to successfully deliver future earnings stability and growth. Our mix of salary and performance-based short- and long-term incentives provides a competitive offering to attract the best executive talent and promote engagement and long-term career retention. In consultation with management and its independent compensation consultant, the Committee balances competitiveness and retention features, while considering individual performance, experience and qualifications, as well as market practices and Popular’s financial performance. |

  37. Short-Term Incentive Compensation Opportunity

    Short-Term Incentive Compensation Opportunity Popular’s short-term incentive rewards the achievement of annual financial and non-financial goals that reinforce our business strategy and priorities. Actual payouts depend on performance and are capped at 1.5 times the target award. Pre-defined threshold levels of performance must be achieved for any payouts to be awarded. Each executive has a defined short-term incentive target opportunity and payout range. Target incentive opportunities are defined by role and take into account market practice and target pay mix. The CEO’s target is defined as 135% of base salary; and the other NEOs’ target is defined as 80% of their base salary. The Committee also defined the performance criteria that would be used to determine payouts. Actual payouts for each component of the STI plan can range from 50% of target (for threshold performance) to 150% of target (for stretch performance). Actual performance below threshold results in no payout. Threshold performance is defined as 85% of budget, whereas stretch performance is defined as 115% of budget. In 2023, the Committee adapted the STI plan to more closely align with key priorities for the year and reward executives for achieving critical corporate-wide financial objectives and strategic goals, in addition to individual goals. The 2023 STI plan goals were based on:

  38. Short-Term Incentive Compensation Opportunity

    | • | Corporate Performance (50% weight): Financially driven and based on the Corporation’s 2023 adjusted after-tax net income (35% weight) and annual adjusted after-tax ROATCE (15% weight). Previously, adjusted after-tax net income was the only corporate-level financial metric applied to all executives. |

  39. Short-Term Incentive Compensation Opportunity

    | • | Strategic Performance (25% weight): Aligned to the achievement of key milestones tied to a multi-year transformation initiative which aims to scale Popular’s successes, enabling the Corporation to tackle business challenges and ensure sustained growth and market leadership for years to come. This encompasses digital, technological, and business process transformation, enabling the opportunity for growth in the Corporation’s primary market and within the existing customer base. This award component is based on the collective transformation results led by the executive management team and is paid at the same degree of achievement for all executives. The collective nature of this component promotes collaboration among organizational groups to achieve common long-term strategic objectives. |

  40. Short-Term Incentive Compensation Opportunity

    | • | Individual Performance (25% weight): Specific, predetermined financial and non-financial objectives based on each NEO’s role. |

  41. Determination of 2023 Short-Term Annual Cash Incentive (Paid In 2024)

    Determination of 2023 Short-Term Annual Cash Incentive (Paid In 2024) The following table summarizes the 2023 short-term cash incentive paid to the NEOs related to the achievement of the corporate, strategic and individual goals described below.

  42. Determination of 2023 Short-Term Annual Cash Incentive (Paid In 2024)

    | | Corporate Performance | | Strategic Performance | Individual Performance | Total Payout (a) (b) | | | | Net Income | ROATCE | | | | | | | 35% weight | 15% weight | 25% weight | 25% weight | | | | NEO | % of Target Earned | | | | % of Target Earned | Total Award ($) | | Ignacio Alvarez | 62% | 72% | 117% | 137% | 96% | $1,466,740 | | Carlos J. Vázquez | 62 | 72 | 117 | 130 | 94 | 577,193 | | Javier D. Ferrer | 62 | 72 | 117 | 146 | 98 | 621,335 | | Lidio V. Soriano | 62 | 72 | 117 | 120 | 92 | 433,355 | | Manuel Chinea | 62 | 72 | 117 | 93 | 85 | 384,031 |

  43. Determination of 2023 Short-Term Annual Cash Incentive (Paid In 2024)

    | (a) Total target awards as a percentage of base salary for 2023 were 135% for Mr. Alvarez and 80% for the other NEOs. |

  44. Determination of 2023 Short-Term Annual Cash Incentive (Paid In 2024)

    | (b) Note that the percentages shown in the above table are rounded to the nearest whole percentage point. |

  45. Corporate Net Income

    Corporate Net Income During 2023, Popular delivered solid results despite a challenging environment which included high interest rates, an uncertain geopolitical landscape and disruptions in the banking industry during the first half of the year. The Corporation’s results reflected solid earnings, robust loan growth, stable credit quality and continued customer growth. Important milestones were achieved, including surpassing two million unique customers in Puerto Rico and significant progress was made in our transformation efforts. Popular’s GAAP Net income for 2023 was approximately $541.3 million, compared to $1.1 billion for the year 2022. Excluding the $45.3 million after-tax impact of the FDIC Special Assessment, the adjusted net income for the year 2023 was approximately $586.6 million, compared to an adjusted net income of $807.8 million in 2022. The variance was mainly driven by a higher provision for credit losses and higher operating expenses. The increase in the provision was due to the release of loan loss reserves in the first half of 2022, continued loan growth during 2023 and the normalization of credit quality metrics in our unsecured consumer lending portfolios from historically low levels experienced during the pandemic. The increase in operating expenses reflects our investment in our transformation initiatives, our people, and our efforts to expand our capabilities in cybersecurity, risk management, data and technology. For incentive purposes, we use GAAP after-tax adjusted net income, if applicable, as the key financial metric for incentive compensation because we believe it best reflects the underlying performance of our ongoing operations. The Committee’s use of adjusted net income is to ensure that participants are neither rewarded nor penalized for items that are non-recurring, unusual or not indicative of ongoing operations. The adjusted net income for incentive purposes of $586.6 million represented 88.67% of the 2023 target of $661.6 million. This level of performance yielded a payout slightly above the threshold (i.e., 85% of target) on the Corporate Net Income component of the annual cash incentive. As a result, NEOs earned approximately 62.2% of their respective targets for this component. Refer to the GAAP to non-GAAP reconciliation in Appendix A.

  46. Return on Average Tangible Common Equity

    Return on Average Tangible Common Equity The Committee uses annual after-tax adjusted ROATCE as a performance measure given its increasing focus in our communications with shareholders and due to its incorporation of both earnings and capital management. ROATCE is calculated based on our adjusted earnings for the year divided by our average tangible shareholder’s equity less preferred stock, goodwill, and other intangibles. The 2023 after-tax adjusted ROATCE of 10.19% represented 91.72% of the 2023 target of 11.11%. This level of performance yielded a payout above the 9.44% threshold (i.e., 85% of target) on the ROATCE component of the annual cash incentive. As a result, NEOs earned approximately 72.4% of their respective targets for this component.

  47. Fit for the Future

    | • | Maintained Employee Loyalty Score of 84% (above global and industry benchmarks), resulting from leadership of initiatives spanning compensation, benefits, wellness, and internal mobility. |

  48. Long-Term (Equity) Incentive Compensation Opportunity

    Long-Term (Equity) Incentive Compensation Opportunity

  49. 2023 long-term target incentive opportunities

    2023 long-term target incentive opportunities Popular’s long-term (equity) incentives align our executives’ compensation with sustained long-term performance and the interests of our shareholders. Each NEO has a target long-term equity award opportunity that reflects market practice for similar roles. The CEO’s target is defined as 270% of base salary, the COO’s target is 120% of base salary, and other NEOs’ targets are defined as 80% of their base salary.

  50. 2023 long-term target incentive opportunities

    | • | One-half (50%) of the LTI compensation target opportunity is granted as performance shares (based on relative and absolute metrics), with actual vesting (and value) based on future performance over a 3-year period. Payouts can range between zero and 1.5 times the target award based on performance. |

  51. 2023 long-term target incentive opportunities

    | • | The other half (50%) is granted as time-vested restricted stock and the size of the award at grant can vary above or below target based on the prior year’s corporate results and individual contributions. |

  52. 2023 long-term target incentive opportunities

    The actual restricted stock grant can range from zero to 1.5 times the target award, as determined by the Committee, which considers corporate and individual performance.

  53. 2024 changes to long-term incentive

    2024 changes to long-term incentive In February 2024, as part of its annual review of executive compensation and market data, the Committee further aligned NEOs compensation with shareholders’ interests by providing all 2024 target pay adjustments solely through long-term incentives. Increases in total target LTI opportunity were approved as follows: Mr. Alvarez from 270% to 300% of base salary, Mr. Ferrer from 120% to 140% of base salary, Mr. Soriano from 80% to 100% of base salary, and Mr. Chinea from 80% to 90% of base salary. One-half (50%) of the total revised target comprises performance shares (3-year performance cycle), and one-half (50%) comprises time-vested restricted stock (4-year vesting). These revised parameters were applicable to the LTI awards granted by the Committee on February 22, 2024.

  54. Determination of 2023 Long-Term Incentive Awards (Granted in February 2023)

    Determination of 2023 Long-Term Incentive Awards (Granted in February 2023) In February 2023 the Committee approved NEO equity grants, as follows:

  55. Performance Shares

    Performance Shares Performance shares, reflecting 50% of the target LTI opportunity, reward our future performance and vest only if pre-defined performance goals are achieved. Awards were granted at target award level and vest three years following the grant based on actual performance during the 2023-2025 period. Two measures, weighted equally, are used to determine vesting:

  56. Performance Shares

    | • | 3-year relative TSR compared to an industry index of United States banks with assets between $25 billion and $500 billion; and |

  57. Performance Shares

    | • | absolute 3-year simple average ROATCE. |

  58. Performance Shares

    Each performance measure has a pre-defined threshold (minimum result for which an incentive would be payable), target and maximum (stretch) level of performance that determines vesting at the end of the 3-year period. Performance below threshold results in forfeiture of the shares allocated to the corresponding performance measure. Dividend equivalents are accrued and paid at the end of the performance period upon vesting based on the actual number of shares earned. The TSR portion pays at 100% of target if Popular’s 3-year relative TSR is at the 50th percentile of the Corporation’s peer group, scaling down to 50% of target if Popular’s 3-year relative TSR is at the 25th percentile. Performance below the 25th percentile results in forfeiture of allocated shares. Conversely, if Popular’s 3-year relative TSR is at or above the 75th percentile, the TSR portion pays the maximum of 150% of target. If Popular’s 3-year absolute TSR is negative, payout will be capped at 100% of target, even if Popular’s relative positioning is above the 50th percentile. The ROATCE portion sets a goal for 3-year average ROATCE whereby target reflects an expectation that aligns with our Board-approved budget and is deemed by the Committee as reasonable but challenging. Threshold for the 3-year period represents the minimum level of ROATCE that should warrant a reduced (i.e., 50%) payout. The maximum goal reflects superior performance over the 3-year period that represents stretch performance that is possible, but less likely to be achieved and results in a maximum award (i.e., 150%). We do not disclose in advance the internal absolute performance targets set for the 3-year performance period because such disclosure could be construed as earnings guidance. The Committee believes the target levels for absolute performance are challenging, yet achievable, based upon consideration of historical performance, budget forecasts, and peer practices, among others. While we do not disclose forward-looking goals, we commit to disclosing target performance and performance achievement in the Compensation Discussion and Analysis (“CD&A”) each year as performance awards vest. Nevertheless, if the Corporation does not meet the threshold projected for the 3-year period ending December 31, 2025, no payment will be made. Our historical performance share payouts for the absolute metric to date have averaged 101.8% of target the last 7 performance cycles.

  59. Restricted Stock

    Restricted Stock Time-vesting restricted stock, reflecting 50% of the target LTI opportunity, supports our goals to encourage executive ownership and retention. The value of awards granted may vary from zero to 1.5 times the executive’s target award based upon consideration of the prior year’s corporate and individual performance assessed by the Committee on a holistic basis. Once granted, shares vest on a pro-rata basis, with 25% vesting annually over 4 years. The Committee granted 2023 restricted stock awards at target level for the CEO and above target level for the other NEOs, recognizing each NEO’s strong leadership and contributions to Popular’s solid performance in 2022. The Committee granted 2023 equity awards to the NEOs as indicated in the table below. The awards will vest as previously described to the extent that the corresponding service and performance conditions are met. The terms of the awards include covenants with respect to the non-solicitation of employees or customers.

  60. Restricted Stock

    | | Performance Shares | | | Restricted Stock | | | Total Grant (value based on grant date stock price)(a) (b) | | | | NEO | % of Target | % of Base Salary | Value ($) | % of Target | % of Base Salary | Value ($) | % of Target | % of Base Salary | Value ($) | | Ignacio Alvarez | 100% | 135% | $1,525,500 | 100% | 135% | $1,525,500 | 100% | 270% | $3,051,000 | | Carlos J. Vázquez | 100 | 40 | 294,600 | 113 | 45 | 331,425 | 106 | 85 | 626,025 | | Javier D. Ferrer | 100 | 60 | 450,000 | 150 | 90 | 675,000 | 125 | 150 | 1,125,000 | | Lidio V. Soriano | 100 | 40 | 226,600 | 113 | 45 | 254,925 | 106 | 85 | 481,525 | | Manuel Chinea | 100 | 40 | 216,320 | 113 | 45 | 243,360 | 106 | 85 | 459,680 |

  61. Restricted Stock

    | (a) The number of shares granted was determined by dividing the Total Grant by the Corporation’s closing stock price of $71.56 on the date of grant (February 27, 2023). |

  62. Restricted Stock

    | (b) Note that the percentages shown in the table above are rounded to the nearest whole percentage point. |

  63. Performance Shares Payout: 2021-2023 Performance Cycle

    Performance Shares Payout: 2021-2023 Performance Cycle The Committee approved a grant of performance shares in February 2021 designed to reward performance over the 3-year performance period (2021-2023). The awards were granted at target with a potential payout ranging from 0%-150% of target, weighted 50% based on relative TSR compared to an industry index of United States banks with assets greater than $10 billion and 50% based on absolute ROATCE over the performance period. Results are based on a formula comparing the Corporation’s results to the pre-defined goals set in 2021. In February 2024, the Committee reviewed Popular’s 2021-2023 performance and determined the degree to which the goals were attained. The following is a summary of the payout:

  64. 2021-2023 Relative TSR (50% of Performance Shares)

    2021-2023 Relative TSR (50% of Performance Shares) Popular’s final 3-year TSR of 61.0% ranked at the 92nd percentile relative to the industry index of United States banks with assets greater than $10 billion. As a result, shares for this component were earned at the maximum level of achievement (>75th percentile), yielding a payout of 150% of target on this component, as follows:

  65. 2021-2023 Absolute ROATCE (50% of Performance Shares)

    2021-2023 Absolute ROATCE (50% of Performance Shares) Absolute ROATCE for the 2021-2023 performance cycle, as outlined on Appendix A of this Proxy Statement, resulted in 3-year average ROATCE of 14.71%, above the maximum of 12.0%, yielding a payout of 150% of the target number of shares on this component. In determining our 2021-2023 adjusted ROATCE values, the Committee made the same adjustments to GAAP net income as those made for the short-term annual cash incentive award determination.

  66. CFO Service and Award Agreements

    CFO Service and Award Agreements On December 6, 2023, Mr. Vázquez announced his retirement from his position as CFO of the Corporation, effective March 31, 2024 (the “Retirement Date”). In connection with Mr. Vázquez’s voluntary retirement, on December 7, 2023, the Corporation and Mr. Vázquez entered into a Service Agreement (the “Service Agreement”) pursuant to which Mr. Vázquez will provide consulting services to Popular for one year from the Retirement Date to facilitate the transition of the Chief Financial Officer’s responsibilities to his successor and support other general business. Mr. Vázquez will receive a monthly consulting fee equal to $32,000 during the term of the Service Agreement and be subject to certain restrictive covenants, including customary confidentiality covenants, as well as non-competition and non-solicit restrictions. On December 7, 2023, the Committee also approved the following awards to be granted to Mr. Vázquez in consideration of his continued service through the Retirement Date: (i) A 2024 long-term equity incentive award of $612,000 (the “Long-Term Award”) corresponding to Mr. Vázquez’s current LTI target opportunity. The Long-Term Award was granted by the Committee to Mr. Vázquez on February 22, 2024. The Long-Term Award consisted of 7,332 shares of restricted stock determined based on the closing price of the Corporation’s common stock on the grant date. The restricted stock will vest on March 31, 2025 and be subject to certain restrictive covenants, including customary confidentiality covenants, as well as non-competition and non-solicit restrictions that extend for one year following the Retirement Date; (ii) A prorated short-term incentive cash award for fiscal year 2024 of $153,000, corresponding to Mr. Vazquez’s target opportunity under the STI plan for such year, equal to 80% of Mr. Vázquez’s current base salary, prorated based on the three full calendar months of employment during 2024.

  67. Executive Compensation Determinations and Grants

    | • | Reviewed performance of executive officers (including NEOs) and approved short-term cash incentive payouts as well as equity grants. |

  68. Executive Compensation Determinations and Grants

    | • | Reviewed, discussed and approved performance share goals with respect to TSR and ROATCE. |

  69. Executive Compensation Determinations and Grants

    | • | Received updates from its compensation consultant and other sources concerning regulatory developments, market trends and leading practices in executive compensation. |

  70. Executive Compensation Determinations and Grants

    | • | Validated the compensation peer group for future market comparisons. |

  71. Governance

    | • | Discussed incentive plan risks with the CRO and management, concluding that our incentive plans and sales practices did not encourage unnecessary or excessive risk taking. |

  72. Governance

    | • | Evaluated the services provided by its compensation consultant. |

  73. Role of the Compensation Consultant

    Role of the Compensation Consultant The Committee engages the services of compensation consultant Meridian Compensation Partners, LLC (“Meridian”) to serve as its independent advisor. Meridian reviews Popular’s executive compensation program competitiveness in light of market practices among our peer group and applicable regulations. During 2023, Meridian attended Committee meetings and conferred on multiple occasions with the Committee Chair and various Committee members to provide updates and guidance on compensation matters. Meridian reported directly to the Committee regarding these matters, and Meridian had no other relationship with, nor provided any other services to, Popular. The Committee has reviewed and concluded that Meridian’s consultation services comply with the standards adopted by the SEC and by NASDAQ with regard to compensation advisor independence and conflicts of interest. The Committee performs this independence assessment on an annual basis.

  74. Compensation Information and Peer Group

    Compensation Information and Peer Group The Committee periodically assesses the competitiveness of its executive pay practices through external studies conducted by Meridian, as well as through supplemental internal research based on proxies and compensation surveys (Willis Towers Watson and others). The Committee also considers executive compensation information from financial institutions in its headquarters market of Puerto Rico. The Committee utilizes the information from internal and external analyses to assess the appropriateness of compensation levels (relative to market practice and individual performance) and considers the information when setting compensation program guidelines, including base salary ranges, incentive targets and equity compensation. An individual’s relative compensation with respect to executives employed by peer group companies may vary according to the individual’s role, Popular’s financial performance, individual qualifications, experience and performance as assessed by the Committee. The Committee periodically uses a peer group of comparable banks for pay and performance comparisons as well as reviews of our compensation structure and design. Entering 2023, our compensation peer group comprised the banks listed in the following table based on the Committee’s June 2022 review. Popular’s total assets were positioned near the median of the group.

  75. Compensation Information and Peer Group

    | PEER GROUP(1) | | | BOK FINANCIAL CORP | M&T BANK CORPORATION | | CADENCE | NEW YORK COMMUNITY BANCORP, INC. | | CITIZENS FINANCIAL | REGIONS FINANCIAL CORPORATION | | COMERICA INCORPORATED | SYNOVUS FINANCIAL CORP | | CULLEN/FROST BANKERS INC. | VALLEY NATIONAL BANCORP | | EAST WEST BANCORP INC. | WEBSTER FINANCIAL CORPORATION | | FIRST REPUBLIC BANK | WESTERN ALLIANCE | | HUNTINGTON BANCSHARES INCORPORATED | WINTRUST | | KEYCORP | ZIONS BANCORPORATION |

  76. Compensation Information and Peer Group

    | (1) Although it initially formed part of the 2023 peer group, Signature Bank Corp. was later removed due to bank failure. |

  77. Compensation Information and Peer Group

    Assisted by Meridian, the Committee re-evaluated the Corporation’s peer group in June 2023 to ensure it remained appropriate given consolidation and growth among the peer companies. The following peers were added: Old National Bancorp, First Horizon, SouthState, and F.N.B.. The following peers were removed due to acquisition, size or failure: First Republic, Signature, and Citizens Financial.

  78. Equity Award Grant Procedures

    Equity Award Grant Procedures The Committee adopted an Equity Award Grant Procedure to standardize the process of granting equity in accordance with applicable law and regulatory requirements and avoid the possibility or appearance of timing of equity grants for the personal benefit of executives or employees. Under these procedures, equity awards to executive officers and the Principal Accounting Officer are granted at the Committee’s first regularly scheduled meeting taking place in the month of February, and equity awards to other employees are granted on the first business day that NASDAQ is open following the second complete day of trading following the release of the Corporation’s earning results for the first quarter of the calendar year. Equity grants to certain newly hired employees or promoted individuals, including executive officers, are made on the last business day prior to the 15th day of each month or the last business day of each month, whichever day first follows the date on which the newly-hired individual commences providing active services to the Corporation or the promoted individual commences providing active services to the Corporation at the promoted level.

  79. Risk Mitigation

    Risk Mitigation Appropriate risk management is a key consideration in Popular’s daily operations and decisions. We seek to design compensation programs that do not promote improper sales practices or encourage excessive or unnecessary risk taking by employees. We share with management regular communications concerning the regulatory requirements governing sound sales and incentive practices. The Committee conducts an annual review of incentive and sales practice risks in coordination with the CRO. During the December 2023 Committee meeting, the CRO outlined the results of his evaluation, which covered absolute levels and year-over-year changes in number of participants and incentive award payouts, trends in customer claims and complaints, and an in-depth review of specific plans in multiple sales and support divisions. The review encompassed sales practices and the reinforcing framework of incentives, policies and procedures, monitoring and controls, customer inquiries/complaints, employee training, and feedback mechanisms. Based on the review, the CRO did not identify any incentive plans or sales practices that would encourage employees to take unnecessary or excessive risks. The compensation programs are designed to adequately balance risks and rewards through: appropriate use of base salary, short-term incentives (cash) and long-term incentives (stock); thresholds and caps to limit payouts; mix of financial and non-financial components; link to company performance; and competitive pay practices. Furthermore, an executive’s incentive payout may be adjusted by the Committee at its discretion if results are not aligned with Popular’s risk appetite. The Committee will continue to monitor our compensation programs to ensure that they do not promote improper sales practices or inappropriate risk-taking, and that they comply with current and emerging regulations and industry leading practices.

  80. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table summarizes the compensation of our NEOs for the year ended December 31, 2023, which reflects the full year of the equity (stock) and non-equity (cash) components of our current executive compensation program for our NEOs.

  81. 2023 Summary Compensation Table

    | Name And Principal Position | Year | Salary (a) | Bonus (b) | Stock Awards (c) | Non-Equity Incentive Plan Compensation (d) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (e) | All Other Compensation (f) | Total | | Ignacio Alvarez President and Chief Executive Officer | 2023 | $1,130,000 | $47,083 | $3,081,501 | $1,466,740 | $— | $43,120 | $5,768,444 | | | 2022 | 1,125,385 | 47,083 | 3,022,051 | 2,093,300 | — | 35,889 | 6,323,708 | | | 2021 | 1,100,000 | 45,833 | 2,447,529 | 1,496,710 | — | 29,086 | 5,119,158 | | Carlos J. Vázquez Executive Vice President and Chief Financial Officer | 2023 | 759,519 | 31,875 | 631,998 | 577,193 | 16,449 | 23,610 | 2,040,644 | | | 2022 | 733,192 | 31,938 | 653,692 | 763,899 | — | 15,749 | 2,198,470 | | | 2021 | 708,145 | 29,792 | 568,850 | 762,416 | — | 18,574 | 2,087,777 | | Javier D. Ferrer Executive Vice President, Chief Operating Officer and Head of Business Strategy | 2023 | 782,308 | 32,917 | 1,134,107 | 621,335 | — | 15,774 | 2,586,441 | | | 2022 | 750,000 | 31,250 | 950,697 | 822,775 | — | 18,574 | 2,573,296 | | | 2021 | 634,615 | 28,125 | 486,115 | 749,890 | — | 18,574 | 1,917,319 | | Lidio V. Soriano Executive Vice President and Chief Risk Officer | 2023 | 585,481 | 24,583 | 486,157 | 433,355 | — | 22,868 | 1,552,444 | | | 2022 | 563,961 | 23,604 | 502,882 | 596,039 | — | 31,581 | 1,718,067 | | | 2021 | 533,954 | 22,917 | 421,370 | 566,275 | — | 25,446 | 1,569,962 | | Manuel Chinea Executive Vice President and Chief Operating Officer Popular Bank | 2023 | 560,340 | — | 464,082 | 384,031 | 4,799 | 47,725 | 1,460,977 | | | 2022 | 537,605 | — | 423,294 | 587,892 | — | 50,387 | 1,599,178 | | | 2021 | 498,458 | — | 388,809 | 535,436 | — | 46,669 | 1,469,372 |

  82. 2023 Summary Compensation Table

    | (a) Salary differences for the NEOs between 2022 and 2023 are attributable to salary increase adjustments, ranging from 3.97% to 5.3% of base salary. Annual base salary as of December 31, 2023 was: I. Alvarez, $1,130,000; C. Vázquez, $765,000; J. Ferrer, $790,000; L. Soriano, $590,000; and M. Chinea, $565,000. Salary increases were awarded to the NEOs in March 2023. |

  83. 2023 Summary Compensation Table

    | (b) Includes Popular’s customary Christmas bonus provided to its Puerto Rico-based employees, equal to 4.17% of annual base salary. |

  84. 2023 Summary Compensation Table

    | (c) The awards reported in the “Stock Awards” column were provided in the form of restricted stock and performance shares granted on February 27, 2023. The value in the column above represents the aggregate grant date fair value of the restricted stock and performance shares determined in accordance with FASB ASC Topic 718. The fair value applicable to restricted stock and performance share grants based on internal financial metrics is the closing price of Popular’s common stock on the grant date ($71.56). The fair value applicable to the market based relative TSR performance share awards, derived from a Monte Carlo simulation, is $74.42. Refer to Note 34 to the Corporation’s consolidated financial statements included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023. |

  85. 2023 Summary Compensation Table

    With regards to the restricted stock, shares will vest (i.e., no longer be subject to forfeiture) in equal annual installments over four years. The grant date fair value of the restricted stock award is as follows: I. Alvarez, $1,525,500; C. Vázquez, $331,425; J. Ferrer, $675,000; L. Soriano, $254,925; and M. Chinea $243,360. The performance shares vest after the end of a 3-year performance cycle (2023-2025). The number of shares actually earned will depend on Popular’s achievement of goals related to: (i) TSR relative to an industry index of United States banks with assets between $25B - $500B; and (ii) an absolute 3-year simple average ROATCE goal. Each metric corresponds to one-half of the target performance share incentive opportunity. Actual earned awards may range from 0 to 1.5 times the target opportunity based on performance. The amounts in the table reflect the target (or 100%) level of achievement, as follows: I. Alvarez, $1,556,001; C. Vázquez, $300,573; J. Ferrer, $459,107; L. Soriano, $231,232; and M. Chinea, $220,722. The potential maximum value for each performance shares award is as follows: I. Alvarez, $2,334,074; C. Vázquez, $450,932; J. Ferrer, $688,734; L. Soriano, $346,849; and M. Chinea, $331,083.

  86. 2023 Summary Compensation Table

    | (d) The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the amounts earned by each NEO under Popular's annual short-term incentive for the applicable performance year (which are paid in the first quarter of the following calendar year). NEOs were eligible to participate in a 2023 annual cash incentive opportunity based on the achievement of their annual corporate, strategic and individual goals. The “2023 Executive Compensation Programs and Pay Decisions” section of the CD&A describes how the 2023 short-term incentive awards to the NEOs were determined. |

  87. 2023 Summary Compensation Table

    | (e) No additional benefits in the defined benefit retirement and restoration plans were earned in 2023 as they have been frozen since 2009. This column contains the required accounting representation of the annual change in present value of the pension benefit as of December 31, 2023. The 2023 increase for Messrs. Vázquez and Chinea was mainly due to a decrease in the interest rates used for measuring plan liabilities. With respect to 2022 and 2021, pursuant to SEC rules, the change in present value of accrued benefits is not reflected in this table because it decreased during the year. |

  88. 2023 Summary Compensation Table

    Present value for changes in pension value were determined using year-end Statement of Financial Accounting Standard Codification Topic 715, Compensation - Retirement Benefits (ASC 715) assumptions with the following exception: payments are assumed to begin at the earliest possible retirement date at which benefits are unreduced. The age to receive retirement benefits with no reductions is 55, provided the participant has completed 10 years of service. Each participating NEO has reached the aforementioned unreduced retirement eligibility.

  89. 2023 Summary Compensation Table

    | (f) The amounts reported in the “All Other Compensation” column reflect, for each NEO, the sum of (i) the incremental cost to Popular of all perquisites and other personal benefits with an aggregate amount greater than or equal to $10,000, (ii) the amounts contributed by Popular to the Savings and Investment Plan, (iii) the imputed cost of coverage in excess of $50,000 for group-term life insurance, and (iv) the change in value of the retiree medical insurance coverage. |

  90. 2023 Summary Compensation Table

    To the extent that an individual’s aggregate amount of perquisites received is less than $10,000, such amounts have been excluded from the “Other Compensation” calculation, but all perquisites have been included by type in the table below.

  91. 2023 Summary Compensation Table

    | Name | Use Of Company-Owned Vehicle | Other(i) | | Ignacio Alvarez | • | • | | Carlos J. Vázquez | • | • | | Javier D. Ferrer | • | • | | Lidio V. Soriano | • | • | | Manuel Chinea | | • |

  92. 2023 Summary Compensation Table

    | (i) Includes benefits provided to certain NEOs, the value of which does not exceed the greater of $25,000 or 10% of the total amount of perquisites received by each NEO, such as personal tickets to events sponsored by Popular, the cost of routine preventive medical examination for executives, and car allowance for non-Puerto Rico based executives. |

  93. 2023 Summary Compensation Table

    The imputed cost to I. Alvarez and C. Vázquez of coverage in excess of $50,000 for group-term life insurance was $14,478 each. The contribution to the USA Savings and Investment Plan for M. Chinea was $13,200.

  94. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table details equity and non-equity plan-based awards granted to each of the NEOs during fiscal year 2023.

  95. 2023 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(b) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(c) | Grant Date Fair Value of Stock and Option Awards ($)(d) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Ignacio Alvarez | | | | | | | | | $3,081,501 | | 2023 Short-Term Cash Incentive | | $762,750 | $1,525,500 | $2,288,250 | | | | | | | Restricted Stock | 27-Feb-23 | | | | | | | 21,318 | | | Performance Shares | 27-Feb-23 | | | | 10,660 | 21,318 | 31,978 | | | | Carlos J. Vázquez | | | | | | | | | 631,998 | | 2023 Short-Term Cash Incentive | | 306,000 | 612,000 | 918,000 | | | | | | | Restricted Stock | 27-Feb-23 | | | | | | | 4,632 | | | Performance Shares | 27-Feb-23 | | | | 2,060 | 4,118 | 6,178 | | |

  96. 2023 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(b) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(c) | Grant Date Fair Value of Stock and Option Awards ($)(d) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Javier D. Ferrer | | | | | | | | | 1,134,107 | | 2023 Short-Term Cash Incentive | | 316,000 | 632,000 | 948,000 | | | | | | | Restricted Stock | 27-Feb-23 | | | | | | | 9,433 | | | Performance Shares | 27-Feb-23 | | | | 3,146 | 6,290 | 9,436 | | | | Lidio V. Soriano | | | | | | | | | 486,157 | | 2023 Short-Term Cash Incentive | | 236,000 | 472,000 | 708,000 | | | | | | | Restricted Stock | 27-Feb-23 | | | | | | | 3,563 | | | Performance Shares | 27-Feb-23 | | | | 1,584 | 3,168 | 4,752 | | | | Manuel Chinea | | | | | | | | | 464,082 | | 2023 Short-Term Cash Incentive | | 226,000 | 452,000 | 678,000 | | | | | | | Restricted Stock | 27-Feb-23 | | | | | | | 3,401 | | | Performance Shares | 27-Feb-23 | | | | 1,512 | 3,024 | 4,536 | | |

  97. 2023 Grants of Plan-Based Awards

    | (a) This section contains the 2023 STI. The amounts shown in the “Threshold” column assume that NEOs are awarded with the minimum level for the corporate, strategic and individual goals; however, these portions are not guaranteed. The actual STI awards for 2023 performance were as follows: I. Alvarez, $1,466,740; C. Vázquez, $577,193; J. Ferrer, $621,335; L. Soriano, $433,355; and M. Chinea, $384,031. |

  98. 2023 Grants of Plan-Based Awards

    | (b) This section contains the performance shares awarded on February 27, 2023. The number of shares was determined based on the closing price of Popular’s common stock on the grant date of February 27, 2023 ($71.56). The shares vest on the day of the first scheduled meeting of the Committee in February 2026, subject to the Corporation’s achievement of the 2023-2025 performance goals as certified by the Committee in such meeting. The performance goals will be based on two performance metrics weighted equally: TSR and absolute simple average ROATCE. The performance cycle is a three-year period beginning on January 1 of the calendar year of the grant date and ending on December 31 of the third year. Each performance goal will have a defined minimum threshold (i.e., minimum result for which an incentive would be earned) equal to one-half of target number of shares, target (i.e., result at which 100% of the incentive would be earned) and maximum level of performance (i.e., result at which 1.5 times the incentive target would be earned). Dividend equivalents are accrued and paid at the end of the performance period based on the actual number of shares earned. |

  99. 2023 Grants of Plan-Based Awards

    | (c) This section contains the restricted stock awarded on February 27, 2023. The number of shares was determined based on the closing price of Popular’s common stock on the grant date of February 27, 2023 ($71.56). The shares will vest (i.e., no longer to be subject to forfeiture) in substantially equal annual installments during the four years following the grant date. |

  100. 2023 Grants of Plan-Based Awards

    | (d) Represents the grant date fair value, in accordance with FASB ASC Topic 718, of the performance shares and restricted stock granted in 2023. |

  101. 2023 Outstanding Equity Awards at Fiscal Year End

    2023 Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information with respect to the value of all outstanding restricted stock and performance shares previously awarded to the NEOs (based on the closing price of Popular’s common stock as of December 31, 2023, which was $82.07).

  102. 2023 Outstanding Equity Awards at Fiscal Year End

    | Stock Awards | | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(a) | Market Value of Shares or Units of Stock That Have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(b) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ignacio Alvarez | 95,502 | $7,837,849 | 37,924 | $3,112,423 | | Carlos J. Vázquez | 27,501 | 2,257,007 | 7,318 | 600,588 | | Javier D. Ferrer | 29,956 | 2,458,489 | 10,484 | 860,422 | | Lidio V. Soriano | 20,651 | 1,694,828 | 5,630 | 462,054 | | Manuel Chinea | 11,329 | 929,771 | 5,350 | 439,075 |

  103. 2023 Outstanding Equity Awards at Fiscal Year End

    | (a) Vesting dates of shares or units of stock that have not vested: |

  104. 2023 Outstanding Equity Awards at Fiscal Year End

    | | Restricted Stock Awards | | | | | | | | | | Performance Shares Award 2021(vi) | Total | | Name | 2006(i) | 2015(i) | 2016(i) | 2017(i) | 2018(i) | 2019(i) | 2020(ii) | 2021(iii) | 2022(iv) | 2023(v) | | | | Ignacio Alvarez | — | 3,113 | 3,518 | 1,368 | 3,757 | 4,871 | 12,276 | 9,462 | 12,063 | 20,650 | 24,424 | 95,502 | | Carlos J. Vázquez | 582 | 2,351 | 2,657 | 1,032 | 1,219 | 1,220 | 2,800 | 2,013 | 2,903 | 4,486 | 6,238 | 27,501 | | Javier D. Ferrer | — | 1,820 | 2,166 | 840 | 992 | 992 | 2,390 | 1,719 | 4,568 | 9,137 | 5,332 | 29,956 | | Lidio V. Soriano | — | 1,799 | 2,032 | 789 | 931 | 932 | 2,138 | 1,540 | 2,307 | 3,563 | 4,620 | 20,651 | | Manuel Chinea | — | 368 | 530 | 409 | 481 | 531 | 1,274 | 663 | 779 | 2,030 | 4,264 | 11,329 |

  105. 2023 Outstanding Equity Awards at Fiscal Year End

    | (i) The shares will vest upon termination of employment on or after age 55 and completing 10 years of service. |

  106. 2023 Outstanding Equity Awards at Fiscal Year End

    | (ii) 80% of the shares vest in equal annual installments during the four years following the grant date (February 27, 2020) and 20% vest upon retirement, defined as termination of employment after attaining age 55 with 10 years of service or age 60 with 5 years of service. |

  107. 2023 Outstanding Equity Awards at Fiscal Year End

    | (iii) | Shares vest in substantially equal annual installments during the four years following the grant date (February 25, 2021). |

  108. 2023 Outstanding Equity Awards at Fiscal Year End

    | (iv) Shares vest in substantially equal annual installments during the four years following the grant date (February 22, 2022). |

  109. 2023 Outstanding Equity Awards at Fiscal Year End

    | (v) Shares vest in substantially equal annual installments during the four years following the grant date (February 27, 2023). |

  110. 2023 Outstanding Equity Awards at Fiscal Year End

    | (vi) The number of shares shown in the tables above are actual shares earned based on the degree to which the goals were attained during the 2021 - 2023 performance cycle that ended on December 31, 2023. The shares were subject to continued time-based vesting until February 22, 2024. The dividend equivalents earned as of December 31, 2023 and subject to continued time-based vesting until February 22, 2024, were as follows: I. Alvarez, 2,152 shares; C. Vázquez, 550 shares; J. Ferrer, 470 shares; L. Soriano 408 shares; and M. Chinea 376 shares. |

  111. 2023 Outstanding Equity Awards at Fiscal Year End

    | (b) Vesting dates of unearned shares, units or other rights that have not vested: |

  112. 2023 Outstanding Equity Awards at Fiscal Year End

    | Name | 2022 Performance Shares Award(i) | 2023 Performance Shares Award(ii) | Total | | Ignacio Alvarez | 16,606 | 21,318 | 37,924 | | Carlos J. Vázquez | 3,200 | 4,118 | 7,318 | | Javier D. Ferrer | 4,194 | 6,290 | 10,484 | | Lidio V. Soriano | 2,462 | 3,168 | 5,630 | | Manuel Chinea | 2,326 | 3,024 | 5,350 |

  113. 2023 Outstanding Equity Awards at Fiscal Year End

    | (i) The number of performance shares shown in the tables above is based on achievement of target performance. The shares vest on the day of the first scheduled meeting of the Committee in February 2025, subject to the Corporation’s achievement of the 2022-2024 performance goals as certified by the Committee in such meeting. |

  114. 2023 Outstanding Equity Awards at Fiscal Year End

    | (ii) The number of performance shares shown in the tables above is based on achievement of target performance. The shares vest on the day of the first scheduled meeting of the Committee in February 2026, subject to the Corporation’s achievement of the 2023-2025 performance goals as certified by the Committee in such meeting. Refer to Note (b) of the Grants of Plan-Based Awards Table. |

  115. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table includes certain information with respect to the vesting of stock awards during 2023.

  116. 2023 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number Of Shares Acquired On Vesting (#) | Value Realized On Vesting ($)(i) | | Ignacio Alvarez | 45,910 | $3,266,940 | | Carlos J. Vázquez | 11,250 | 800,777 | | Javier D. Ferrer | 10,432 | 742,259 | | Lidio V. Soriano | 8,364 | 595,234 | | Manuel Chinea | 7,581 | 540,859 |

  117. 2023 Option Exercises and Stock Vested Table

    | (i) Value represents the number of shares that vested multiplied by the closing market value of our common stock on the applicable vesting dates. |

  118. 2023 Pension Benefits

    2023 Pension Benefits The following table sets forth certain information with respect to the value of Pension Benefits accrued as of December 31, 2023 under Popular’s pension plans for the NEOs eligible to participate in such plans. Messrs. Alvarez, Ferrer and Soriano are not eligible to participate in the Retirement Plan or the Restoration Plans.

  119. 2023 Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service Through April 30, 2009 | Present Value of Accumulated Benefit ($)(a) | Payments During Last Fiscal Year ($) | | Carlos J. Vázquez | Retirement Plan | 8.750 | $272,108 | — | | | Restoration Plan | | 719,751 | | | Manuel Chinea | Retirement Plan | 11.750 | 185,022 | — | | | Restoration Plan | | — | |

  120. 2023 Pension Benefits

    | (a) This column represents the present value of all future expected pension benefit payments. Values were determined using year-end ASC 715 assumptions with the exception that payments are assumed to begin at the earliest possible retirement date at which benefits are unreduced. Each participating NEO has reached the aforementioned unreduced retirement eligibility. Normal retirement is upon reaching age 65 and completing 5 years of service. The normal retirement benefit is equal to the sum of (a) 1.10% of the average final compensation multiplied by the years of credit up to a maximum of 10 years, plus (b) 1.45% for each additional year of credit up to a maximum of 20 additional years. Participants become eligible for early retirement upon the earlier of: (a) attainment of age 50 with sum of age and years of service equal or greater than 75 or (b) attainment of age 55 with 10 or more years of service. |

  121. 2023 Pension Benefits

    Retirement Plan. The Retirement Plan is a defined benefit pension plan that is tax-qualified under the Puerto Rico Internal Revenue Code and the United States Internal Revenue Code and is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). The plan was frozen with regard to all future benefit accruals after April 30, 2009. The Retirement Plan’s benefit formula is based on a percentage of average final compensation and years of service. Normal retirement age under the Retirement Plan is age 65 with 5 years of service. Restoration Plans. Popular has adopted two non-United States tax qualified benefit restoration plans (“Restoration Plans”), which are designed to restore benefits that would otherwise have been received by an eligible employee under the Retirement Plan but for the limitations imposed by the United States Internal Revenue Code. The Restoration Plans do not offer credit for years of service not actually worked, preferential benefit formulas or accelerated vesting of pension benefits, beyond the provisions of the Retirement Plan. The restoration benefits of employees who are residents of Puerto Rico are funded through a pension trust that is qualified under the Puerto Rico Internal Revenue Code. In addition, BPPR maintains an irrevocable “rabbi” trust as a source of funds for payment of benefit restoration liabilities to all non- Puerto Rico resident participants.

  122. 2023 Non-Qualified Deferred Compensation

    2023 Non-Qualified Deferred Compensation The following table shows nonqualified deferred compensation activity and balances attributable to NEOs who participate in the corresponding plan.

  123. 2023 Non-Qualified Deferred Compensation

    | Name | NEO Contribution in Last FY 2023(a) | Registrant Contribution in Last FY (2023) | Aggregate Earnings in Last FY (2023)(b) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE (12/31/2023) | | Ignacio Alvarez | $648,096 | — | $285,181 | — | $2,638,153 | | Carlos J. Vázquez | 117,334 | — | 120,279 | — | 949,997 | | Javier D. Ferrer | 319,292 | — | 157,914 | — | 1,358,574 | | Manuel Chinea | 56,159 | — | 354,588 | — | 2,601,377 |

  124. 2023 Non-Qualified Deferred Compensation

    | (a) Amounts reported in this column are included in the Salary column of the Summary Compensation Table. |

  125. 2023 Non-Qualified Deferred Compensation

    | (b) Based on notional earnings and losses from notional investments made by participants in a slate of investment options available under the plan. As such, said earnings are not included as compensation in the Summary Compensation Table. |

  126. 2023 Non-Qualified Deferred Compensation

    Puerto Rico Nonqualified Deferred Compensation Plan. The Popular, Inc. Puerto Rico Nonqualified Deferred Compensation Plan allows certain management or highly compensated Puerto Rico-based employees to defer receipt of a portion of their annual cash compensation in excess of the amounts allowed to be deferred under the Popular, Inc. Puerto Rico Savings and Investment Plan. Participants are fully vested in their deferrals at all times. The plan is not tax-qualified and is unfunded. Benefits are normally distributed upon termination of employment, death or disability. Withdrawals during participant’s service are allowed due to financial hardship and post-secondary education. During 2023, Messrs. Alvarez, Vázquez, and Ferrer participated in this plan. Popular North America, Inc. Deferral Plan. The Popular North America, Inc. (“PNA”) Deferral Plan is an unfunded plan of deferred compensation for a select group of management or highly compensated employees of PNA or its subsidiaries. Under this plan, participants may elect to defer a portion of their annual cash compensation. The PNA Deferral Plan is not tax-qualified and is unfunded. During 2023, Mr. Chinea participated in this plan. Benefits are normally distributed upon termination of employment, death or disability. Withdrawals during participant’s service are allowed due to financial hardship and post-secondary education. The Puerto Rico and North America deferral plans maintain irrevocable “rabbi” trusts as a source of funds for payment of deferred compensation obligations to participants.

  127. Potential Payments Upon Termination or Change In Control

    Potential Payments Upon Termination or Change In Control No Employment or Change in Control Agreements; No Gross-ups. The Corporation does not have any employment or change in control agreements with our NEOs and does not provide for any tax gross-ups. Please refer to the section entitled “CFO Service and Award Agreements” for a description of the Service Agreement entered into by the Corporation and Mr. Vázquez. 2020 Omnibus Plan. On May 12, 2020, the shareholders of the Corporation adopted the Popular, Inc. 2020 Omnibus Incentive Plan (the “2020 Omnibus Plan”) which provides for cash and equity-based compensation incentives for the Corporation’s executives and employees. Upon the adoption of the 2020 Omnibus Plan, no new awards are made under the Popular, Inc. 2004 Omnibus Incentive Plan, the Corporation’s previous incentive plan (the “2004 Omnibus Plan”). The 2004 Omnibus Plan continues to govern awards outstanding under the 2004 Omnibus Plan. Both the 2020 Omnibus Plan and the 2004 Omnibus Plan contain provisions governing change in control with respect to outstanding equity awards. The terms of the 2020 and 2004 Omnibus Plans provide for “double-trigger” vesting in the event of a change in control, which means that awards subject to time-based vesting will only vest if the holder’s employment is terminated without Cause, or if the holder terminates employment for Good Reason (each as defined in the 2020 and 2004 Omnibus Plans) within two years after a change in control. Except as otherwise set forth in an award agreement, awards subject to performance-based vesting will be deemed earned at the greater of target or actual performance through the change in control date (or if no target level is specified, the maximum level) and will be subject to time-based vesting through the end of the original performance cycle for each such award, subject to accelerated vesting on a termination without Cause or for Good Reason within two years after the change in control. Awards granted before April 30, 2013 under the 2004 Omnibus Plan are generally subject to a single trigger requirement for accelerated vesting in the event of a change in control. Under the 2020 Omnibus Plan, a change in control generally occurs: (i) if, during any period of two years or less, the individuals of the Board of Directors of the Corporation cease to constitute a majority of the Board; (ii) if any person is or becomes a beneficial owner of securities of the Corporation representing 30% or more of the combined voting power of the Corporation’s then-outstanding securities eligible to vote for the election of the Board; (iii) upon the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Corporation that requires the approval of the Corporation’s shareholders, except in certain circumstances; (iv) upon the consummation of a sale of all or substantially all of the Corporation’s assets; or (v) if the Corporation’s shareholders approve a plan of complete liquidation or dissolution of the Corporation. Puerto Rico Statutory Severance. Under Puerto Rico law, if any employee hired prior to January 26, 2017 (including all of our Puerto Rico based NEOs) is terminated from employment without “just cause”, as defined by Puerto Rico Law No. 80 of May 30, 1976 (“Law 80”), the employee is entitled to statutory severance, which is calculated as follows: (i) employees with less than five years of employment—two months of compensation plus an additional one week of compensation per year of service; (ii) employees with five through fifteen years of employment—three months of compensation plus two weeks of compensation per year of service; (iii) employees with more than fifteen years of employment—six months of compensation plus three weeks of compensation per year of service. The following table and footnotes describe certain potential payments that each NEO would receive upon termination of employment or a change in control as of December 31, 2023. The table does not include:

  128. Potential Payments Upon Termination or Change In Control

    | • | Compensation or benefits previously earned by the NEO or equity awards that are fully vested, including benefits under the Savings and Investment Plans described above; |

  129. Potential Payments Upon Termination or Change In Control

    | • | The value of pension benefits that are disclosed in the Pension Benefits table above; |

  130. Potential Payments Upon Termination or Change In Control

    | • | The amounts payable under deferred compensation plans that are disclosed in the Nonqualified Deferred Compensation Plan table above; and |

  131. Potential Payments Upon Termination or Change In Control

    | • | The severance amounts payable under Law 80. |

  132. Potential Payments Upon Termination or Change In Control

    | | | Long-Term Incentive Plan($)(b) | | | Name and Termination Scenarios(a) | Total ($) | Restricted Stock | Performance Shares | | Ignacio Alvarez | | | | | Retirement(c) | $7,837,849 | $7,837,849 | $ — | | Death & Disability | 10,950,272 | 7,837,849 | 3,112,423 | | Change in Control(d) | 10,950,272 | 7,837,849 | 3,112,423 | | Resignation(e) | 7,837,849 | 7,837,849 | — | | Termination With Cause | — | — | — | | Termination Without Cause(e) | 9,329,608 | 7,837,849 | 1,491,759 | | Carlos J. Vázquez | | | | | Retirement(c) | 2,257,007 | 2,257,007 | — | | Death & Disability | 2,857,595 | 2,257,007 | 600,588 | | Change in Control(d) | 2,857,595 | 2,257,007 | 600,588 | | Resignation(e) | 2,257,007 | 2,257,007 | — | | Termination With Cause | — | — | — | | Termination Without Cause(e) | 2,544,744 | 2,257,007 | 287,737 | | Javier D. Ferrer | | | | | Retirement(c) | 2,458,489 | 2,458,489 | — | | Death & Disability | 3,318,911 | 2,458,489 | 860,422 | | Change in Control(d) | 3,318,911 | 2,458,489 | 860,422 | | Resignation(e) | 2,458,489 | 2,458,489 | — | | Termination With Cause | — | — | — | | Termination Without Cause(e) | 2,860,030 | 2,458,489 | 401,541 |

  133. Potential Payments Upon Termination or Change In Control

    | | | Long-Term Incentive Plan($)(b) | | | Name and Termination Scenarios(a) | Total ($) | Restricted Stock | Performance Shares | | Lidio V. Soriano | | | | | Retirement(c) | — | — | — | | Death & Disability | 2,156,882 | 1,694,828 | 462,054 | | Change in Control(d) | 2,156,882 | 1,694,828 | 462,054 | | Resignation(e) | — | — | — | | Termination With Cause | — | — | — | | Termination Without Cause(e) | 613,342 | 391,972 | 221,370 | | Manuel Chinea | | | | | Retirement(c) | 929,771 | 929,771 | — | | Death & Disability | 1,368,846 | 929,771 | 439,075 | | Change in Control(d) | 1,368,846 | 929,771 | 439,075 | | Resignation(e) | 929,771 | 929,771 | — | | Termination With Cause | — | — | — | | Termination Without Cause(e) | 1,139,761 | 929,771 | 209,990 |

  134. Potential Payments Upon Termination or Change In Control

    | (a) The annual performance incentive is not guaranteed; therefore, if termination of employment takes place before the date the award is paid, the NEO would not be entitled to receive the award. |

  135. Potential Payments Upon Termination or Change In Control

    | (b) Values of equity grants are based on $82.07, the closing price of Popular’s common stock as of December 31, 2023. Amounts paid with respect to incentive awards granted after September 25, 2014 are subject to clawback based on Popular’s Incentive Recoupment Guideline, as previously discussed in the “Other Aspects of Our Executive Compensation Program” section. Termination provisions based on type of termination prior to vesting are detailed in the table below. The termination provisions identified in the following table as Become Vested and Prorated Vesting, entail a lump sum payment by the Corporation. The termination provision identified as Contingent Vesting, entails a payment by the Corporation at the end of the performance cycle. |

  136. Potential Payments Upon Termination or Change In Control

    | | Regular Restricted Stock | Performance Shares | | Retirement | Become Vested | Contingent Vesting | | Death & Disability | Become Vested | Become Vested | | Change in Control | Become Vested | Become Vested | | Resignation | Forfeiture | Forfeiture | | Termination With Cause | Forfeiture | Forfeiture | | Termination Without Cause | Prorated Vesting | Prorated Vesting |

  137. Potential Payments Upon Termination or Change In Control

    | (c) For grants prior to January 2014, retirement is defined as termination of employment on or after attaining age 55 and completing 10 years of service (except when termination is for cause). For grants after January 2014, the retirement definition was modified to be termination of employment on or after attaining the earlier of: (x) age 55 and completing 10 years of service, or (y) age 60 and 5 years of service (except when termination is for cause). Upon retirement, (i) regular restricted stock becomes vested and (ii) performance shares become vested with respect to the service requirement, but the actual number of shares earned is determined based on the achievement of the performance goals at the end of the performance period. |

  138. Potential Payments Upon Termination or Change In Control

    | (d) Outstanding awards granted in 2006 are subject to a single trigger requirement for accelerated vesting in the event of change in control. Outstanding awards granted since 2015 are subject to double trigger in the event of a change in control. The following amounts are subject to single trigger: C. Vázquez, $47,765. The following amounts are subject to double trigger: I. Alvarez, $10,950,272; C. Vázquez, $2,809,831; J. Ferrer, $3,318,911; L. Soriano, $2,156,882; and M. Chinea, $1,368,846. |

  139. Potential Payments Upon Termination or Change In Control

    | (e) For I. Alvarez, C. Vázquez, J. Ferrer and M. Chinea with respect to restricted stock, any resignation or termination without cause would be considered retirement since they are retirement eligible. Upon a termination without cause for NEOs that are not retirement eligible, outstanding regular restricted stock and performance shares are awarded on a prorated basis based on the number of full months in the vesting schedule in which the person was an active employee and such reduced award will vest immediately upon the termination of employment, calculated in the case of performance shares as if the target number of performance shares had in fact been earned. |

  140. CEO Pay Ratio

    CEO Pay Ratio The table below sets forth comparative information regarding (A) the 2023 annual total compensation of Mr. Alvarez, our current President and CEO, (B) the 2023 annual total compensation of our median employee identified in 2022, and (C) the ratio of our CEO’s 2023 annual total compensation compared to the 2023 annual total compensation of our median employee. For 2023, the ratio of Mr. Alvarez’s 2023 annual total compensation to the 2023 annual total compensation of our median employee was approximately 117 to 1.

  141. CEO Pay Ratio

    | CEO 2023 annual total compensation (A) | $5,768,783 | | Median employee 2023 annual total compensation (B) | $49,113 | | Ratio of (A) to (B) | 117:1 |

  142. CEO Pay Ratio

    The pay ratio rules allow issuers to use the same median employee for comparison purposes for up to three years. Our median employee was selected in 2022 and is used for comparison purposes in this Proxy Statement. As of December 18, 2022, when our median employee was selected, our global employee population consisted of 8,944 individuals, including full-time, part-time, temporary, and seasonal employees. U.S. employees comprised 8,880 of global employees and 64 were non-U.S. employees. In determining the identity of our median employee, we excluded 64 employees from the following countries, which in aggregate represents less than 5% of our workforce: Costa Rica (19 employees); Colombia (14 employees); and British Virgin Islands (31 employees). After excluding the countries and employees described above, we determined the identity of our median employee from a total population of 8,880 U.S. employees as of December 18, 2022, which was the closing date for the last payroll period in 2022 for our non-exempt employees. Compensation data for these employees was gathered as of the last date of the 2022 payroll period for non-exempt and exempt employees, December 18, 2022 and December 25, 2022, respectively (excluding our President and CEO). Total annual compensation was determined by applying a consistent compensation measure to all employees and using data reflected in our payroll records that included all elements of compensation paid in 2022 (salary, overtime pay, commissions, cash bonus, the value of vested restricted shares, dividends paid on nonvested restricted shares, etc.). We annualized base compensation for full-time and part-time employees who did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. In accordance with SEC rules, the 2023 annual total compensation of the median employee and our President and CEO were determined using the same methodology that we use to determine our NEOs’ annual total compensation for the Summary Compensation Table in this Proxy Statement.

  143. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our CEO and to our Non-CEO NEOs and certain financial performance of the Corporation. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Corporation’s pay-for-performance philosophy and how we align executive compensation with the Corporation’s performance, refer to the CD&A.

  144. Pay Versus Performance Table

    Pay Versus Performance Table

  145. Pay Versus Performance Table

    | Fiscal Year (a) | Summary Compensation Table Total for CEO(i) (b) | Compensation Actually Paid to CEO(ii)(iii) (c) | Average Summary Compensation Table Total for Non-CEO NEOs(i) (d) | Average Compensation Actually paid to Non-CEO NEOs(ii)(iii) (e) | Value of Initial Fixed $100 Investment Based on(iv): | | Net Income ($ in thousands) (h) | Company Selected Measure: ROATCE adjusted(v) (i) | | | | | | | Total Shareholder Return (f) | Peer Group Total Shareholder Return (g) | | | | 2023 | $5,768,444 | $8,623,025 | $1,910,127 | $2,524,242 | $159.58 | $106.87 | $541,342 | 10.19% | | 2022 | 6,323,708 | 5,415,141 | 2,022,253 | 1,811,951 | 124.26 | 110.67 | 1,102,641 | 15.47 | | 2021 | 5,119,158 | 10,039,211 | 1,761,108 | 2,847,634 | 149.29 | 132.19 | 934,889 | 18.47 | | 2020 | 4,782,575 | 4,607,841 | 1,569,334 | 1,423,613 | 100.16 | 92.50 | 506,622 | 10.90 |

  146. Pay Versus Performance Table

    | (i) For the years 2020, 2021 2022, and 2023 our CEO was Mr. Alvarez. Non-CEO NEOs refers to our NEO other than the CEO. For the years 2021, 2022, and 2023 the Non-CEO NEOs were: Messrs. C. Vázquez, J. Ferrer, L. Soriano, and M. Chinea. For 2020 the Non-CEO NEOs were: Messrs. C. Vázquez, J. Ferrer, L. Soriano, and E. Sepúlveda. |

  147. Pay Versus Performance Table

    | (ii) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for restricted stock awards, closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price, (2) for performance-based awards (excluding TSR Awards), the same valuation methodology as restricted stock awards above except year-end and vesting date values are multiplied by the probability of achievement as of each such date, and (3) for TSR-based performance awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s) or, in the case of vesting date, the actual vesting price and probability of achievement. |

  148. Pay Versus Performance Table

    | (iii) | The adjustments (exclusions and additions) made to the Summary Compensation Total (SCT) to calculate the Compensation Actually Paid (CAP) amount are the following: |

  149. Pay Versus Performance Table

    | | CEO | | | Non-CEO NEOs | | | | | Stock Awards Excluded from SCT | Change in Pension Value Excluded from SCT(a) | Value of Stock Awards Added to CAP Amount(b) | Average Stock Awards Excluded from SCT | Average Change in Pension Value Excluded from SCT(a) | Average Value of Stock Awards Included in CAP Amount(b) | | 2023 | $3,081,501 | — | $5,936,082 | $679,086 | $5,312 | $1,298,513 |

  150. Pay Versus Performance Table

    | (a) This column contains the required accounting representation of the annual change in present value of the pension benefit as of December 31st. No additional pension benefits were earned in 2023, as the Corporation’s defined benefit plans have been frozen since 2009. The 2023 increase for Non-CEO NEOs was mainly due to a decrease in the interest rates used for measuring plan liabilities. Present value for changes in pension value was determined using year-end Statement of Financial Accounting Standard Codification Topic 715 assumptions with the following exception: payments are assumed to begin at the earliest possible retirement date at which benefits are unreduced (age 55 with 10 years of service). |

  151. Pay Versus Performance Table

    | (b) The amounts deducted or added in calculating the equity award adjustments are as follows: |

  152. Pay Versus Performance Table

    | | Year | Year-end fair value of equity awards granted during the year ($) | Year over year change in fair value of outstanding and unvested equity awards ($) | Fair value as of vesting date of equity awards granted and vested in the year ($)(A) | Year over year change in fair value of equity awards granted in prior years that vested in the year ($) | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year ($) | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation ($) | Total equity award adjustments ($) | | CEO | 2023 | $3,678,340 | $1,820,379 | $47,802 | $233,677 | — | $155,884 | $5,936,082 | | Non-CEO NEOs | 2023 | 780,383 | 401,689 | 32,435 | 46,718 | — | 37,289 | 1,298,513 |

  153. Pay Versus Performance Table

    | (A) The values in this column reflect the fair value of a portion of a restricted stock award that was vested and withheld upon the grant of such award to a retirement eligible NEO for purposes of satisfying applicable tax obligations of the retirement eligible NEO in connection with the restricted stock award. |

  154. Pay Versus Performance Table

    | (iv) The peer group selected for TSR is the Nasdaq Bank Index, as reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  155. Pay Versus Performance Table

    | (v) Adjusted Return on Average Tangible Common Equity (“ROATCE”) measures how well the Corporation’s management is using its capital from investors to generate profits. ROATCE is computed by dividing net earnings applicable to common shareholders by average tangible common shareholders’ equity. Goodwill, other intangible assets (i.e., intellectual property, licenses, patents, etc.), and unrealized gains and losses from available for sale and held to maturity investments are excluded from the equity calculation. The value derived from the foregoing calculation is adjusted for items that are non-recurring, unusual or not indicative of ongoing operations. |

  156. Relation Between “Compensation Actually Paid” and Performance Measures

    Relation Between “Compensation Actually Paid” and Performance Measures We believe the Pay versus Performance table above shows the alignment between compensation actually paid to the NEOs and the Corporation’s performance, consistent with our compensation philosophy cited in our CD&A section titled “Highlights of Our 2023 Executive Compensation Program and Pay Decisions”. In particular, a large portion of the NEOs’ compensation is dependent on TSR performance, and the value of compensation increased when our TSR performance increased but declined when our TSR performance declined.

  157. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR The graph below compares the Corporation's cumulative TSR to that of the Nasdaq Bank Index, assuming an initial $100 investment on December 31, 2019 and the value at the end of 2020, 2021, 2022, and 2023, based on the respective stock prices and reinvestment of dividends. In addition, the graph below describes the 4-year (2020-2023) relationship between the CEO and other Non-CEO NEOs compensation actually paid and the Corporation’s TSR.

  158. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income The graph below describes the 4-year (2020-2023) relationship between the CEO’s and other Non-CEO NEOs’ compensation actually paid and the Corporation’s net income.

  159. Compensation Actually Paid vs. ROATCE (adjusted)

    Compensation Actually Paid vs. ROATCE (adjusted) The graph below describes the 4-year (2020-2023) relationship between the CEO’s and other Non-CEO NEOs’ compensation actually paid and the Corporation’s adjusted ROATCE. The following were the most important financial performance measures, as determined by the Corporation, that link compensation actually paid to our CEO and Non-CEO NEOs to the Corporation’s performance for the most recently completed fiscal year:

  160. Compensation Actually Paid vs. ROATCE (adjusted)

    | Most Important Performance Measures | | Net Income | | Total Shareholder Return (TSR) | | Return on Average Tangible Common Equity (ROATCE – adjusted) |

  161. Compensation Actually Paid vs. ROATCE (adjusted)

    Compensation of Non-Employee Directors

  162. Compensation of Directors

    Compensation of Directors

  163. 2023 Non-Employee Director Summary Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Joaquín E. Bacardí, III(c) | $75,000 | $149,165 | — | — | — | — | $224,165 | | Alejandro M. Ballester | 95,000 | 149,165 | — | — | — | — | 244,165 | | Robert Carrady | — | 238,588 | — | — | — | — | 238,588 | | Richard L. Carrión | 225,000 | 148,367 | — | — | — | — | 373,367 | | Betty DeVita | 75,000 | 134,748 | — | — | — | — | 209,748 | | John W. Diercksen | — | 302,154 | — | — | — | — | 302,154 | | María Luisa Ferré | 95,000 | 149,165 | — | — | — | — | 244,165 | | C. Kim Goodwin | 105,000 | 149,165 | — | — | — | — | 254,165 | | José R. Rodríguez | — | 215,425 | — | — | — | — | 215,425 | | Alejandro M. Sánchez | 75,000 | 125,000 | — | — | — | — | 200,000 | | Myrna M. Soto | 75,000 | 159,821 | — | — | — | — | 234,821 | | Carlos A. Unanue | — | 238,588 | — | — | — | — | 238,588 |

  164. Election of Directors

    Election of Directors Popular’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) establishes that our Board of Directors shall be composed of such number of directors as established from time to time by the Board and approved by an absolute majority of directors, but not less than 7 nor more than 15. On January 17, 2024, Joaquín E. Bacardí, III informed the Corporate Governance and Nominating Committee of the Board of his decision not to stand for re-election to the Corporation’s Board upon the expiration of his current term, which expires at the Corporation’s 2024 Annual Meeting of Shareholders. At this year’s annual meeting, all nominees are currently incumbent directors, except for Mr. Bertil E. Chappuis who was nominated by the Board of Directors on February 23, 2024, upon recommendation from the Corporate Governance and Nominating Committee. All nominees are being nominated for election to serve until the 2025 annual meeting of shareholders or until their respective successors are duly elected and qualified. The persons named as proxies have advised Popular that, unless otherwise instructed, they intend to vote at the meeting the shares covered by the proxies “FOR” the election of the 13 nominees, and that if any one or more of such nominees should become unavailable for election they intend to vote such shares “FOR” the election of such substitute nominees as the Board may propose. Popular has no knowledge that any nominee will become unavailable for election. The Certificate of Incorporation requires that each director receive a majority of the votes cast by shareholders in person or by proxy and entitled to vote. The number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. If an incumbent director is not elected by a majority of the shares represented at the annual meeting, Puerto Rico corporation law provides that the director continues to serve on the Board as a “holdover director”. Under our Amended and Restated By-Laws and our Corporate Governance Guidelines, an incumbent director who is not elected by a majority of the votes cast must tender his or her resignation to the Board. In that situation, Popular’s Corporate Governance and Nominating Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take any other action. The Board would act on the Corporate Governance and Nominating Committee’s recommendation and publicly disclose its decision. The 13 nominees for election as director at the 2024 Annual Meeting of Shareholders are Ignacio Alvarez, Alejandro M. Ballester, Robert Carrady, Richard L. Carrión, Bertil E. Chappuis, Betty DeVita, John W. Diercksen, María Luisa Ferré Rangel, C. Kim Goodwin, José R. Rodríguez, Alejandro M. Sánchez, Myrna M. Soto and Carlos A. Unanue. Refer to the “Nominees for Election as Directors” section of this Proxy Statement for information on each director’s experience and qualifications.

  165. Election of Directors

    | OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH NOMINEE TO THE BOARD | |