DEF 14A of Popular, Inc.
Filed Mar 24, 2026 · FY20250001140361-26-010858
(Amendment No. )
| 69 | 2025 Outstanding Equity Awards at Fiscal Year End | | 70 | 2025 Option Exercises and Stock Vested Table | | 71 | Post-Termination Compensation | | 75 | CEO Pay Ratio | | 75 | Pay Versus Performance | | 79 | Compensation of Non-Employee Directors | | 79 | Compensation of Directors | | 80 | Director Stock Ownership Requirements | | 80 | 2025 Non-Employee Director Summary Compensation Table | | IV Security Ownership of Certain Beneficial Owners and Management | | | 83 | Beneficial Ownership | | 83 | Shares Beneficially Owned by Directors, Nominees and Executive Officers | | 84 | Delinquent Section 16(a) Reports | | 84 | Principal Shareholders | | V Proposals | | | 86 | Proposal 1: Election of Directors | | 87 | Proposal 2: Amendment to Popular’s Restated Certificate of Incorporation to Modernize Indemnification Provisions | | 89 | Proposal 3: Amendment to Popular’s Restated Certificate of Incorporation to Provide for Director and Officer Exculpation to the Extent Permitted by Puerto Rico Law | | 90 | Proposal 4: Advisory Vote to Approve Executive Compensation | | 91 | Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm | | VI Audit Committee Report | | | 93 | Audit Committee Report | | VII General Information About the Meeting | | | 95 | About the Meeting | | 96 | Voting Procedure and Results | | 98 | Proxy Materials | | 99 | Shareholder Proposals | | Appendix A: Popular, Inc. Reconciliation of Non-GAAP Measures | | | 102 | Appendix A | | Exhibits | | | 104 | Exhibit A | | 107 | Exhibit B | | 109 | Exhibit c |
2025 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 ($) | | Javier D. Ferrer President and Chief Executive Officer (“CEO”)(1) | $914,000 | $43,750 | $2,315,076 | $1,533,887 | — | $18,574 | $4,825,287 | | Ignacio Alvarez Former Chief Executive Officer(2) | 634,538 | 600 | 5,085,000 | 1,029,041 | — | 313,805 | 7,062,984 | | Jorge J. García Executive Vice President and Chief Financial Officer (“CFO”) | 606,679 | 25,444 | 682,282 | 653,081 | — | 27,467 | 1,994,953 | | Lidio V. Soriano Executive Vice President and Chief Risk Officer (“CRO”) | 599,531 | 25,075 | 664,582 | 642,092 | — | 15,952 | 1,947,232 |
2025 Compensation Program and Pay Decisions
| Name and Principal Position | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation ($) | All Other Compensation ($) | Total ($) | | Manuel Chinea Executive Vice President and Chief Operating Officer of Popular Bank | 574,126 | — | 550,192 | 592,182 | 1,987 | 51,901 | 1,770,388 | | Camille Burckhart Executive Vice President and Chief Information and Digital Strategy Officer | 531,361 | 22,203 | 591,354 | 568,287 | 1,546 | 11,914 | 1,726,665 |
Directors and Executive Officers
Directors and Executive Officers
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: Popular North America, Inc., Banco Popular de Puerto Rico (“BPPR”) and Popular Bank.
Nominees for Election as Directors
| | ALEJANDRO M. BALLESTER PRESIDENT BALLESTER HERMANOS, INC. INDEPENDENT Director Since 2010 Age 59 |
BACKGROUND
BACKGROUND President of Ballester Hermanos, Inc., a major food and beverage distributor in Puerto Rico, since 2007.
QUALIFICATIONS
QUALIFICATIONS Mr. Ballester has a comprehensive understanding of Puerto Rico’s consumer products and distribution industries acquired through over 35 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, and food service operations in Panama. As of December 31, 2025, Ballester Hermanos had approximately $260 million in assets and annual revenues of approximately $560 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 48% 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 are of great value to the Board.
Committees
Committees Talent and Compensation (Chair) Audit Corporate Governance and Nominating
Committees
| | ROBERT CARRADY PRESIDENT AND CHIEF EXECUTIVE OFFICER CARIBBEAN CINEMAS INDEPENDENT Director Since 2019 Age 70 |
Committees
President and CEO of Caribbean Cinemas, a family-owned business and the largest movie theater chain in the Caribbean, since 2006.
QUALIFICATIONS
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 615 cinema screens in 75 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 commercial 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
COMMITTEES Risk Management Talent and Compensation
COMMITTEES
| | RICHARD L. CARRIÓN CHAIRMAN OF THE BOARD OF DIRECTORS POPULAR, INC. Director Since 1991 Age 73 |
COMMITTEES
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, from November 2018 to June 2024. Member of the Board of Directors of Insigneo Financial Group, an international wealth management firm, since 2022. Member of the Board of Heymondo Travel Services S.L., a Spanish-based digital travel insurance provider, since March 2025.
QUALIFICATIONS
QUALIFICATIONS Mr. Carrión’s 49 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
Committees Technology
Committees
| | BERTIL E. CHAPPUIS CO-FOUNDER AND CHIEF EXECUTIVE OFFICER XTILLION, LLC INDEPENDENT Director Since 2024 Age 59 |
Committees
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
QUALIFICATIONS Mr. Chappuis has over 28 years of experience advising Fortune 500 technology companies and financial services firms on corporate strategy, mergers and acquisitions, commercial operations and private equity investments. He also 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.
COMMITTEES
COMMITTEES Technology (Chair) Corporate Governance and Nominating Risk Management
COMMITTEES
| | BETTY DEVITA CHIEF EXECUTIVE OFFICER AND FOUNDER BET DEV SOLUTIONS LLC INDEPENDENT Director Since 2021 Age 65 |
COMMITTEES
Chief Executive Officer and Founder of Bet Dev Solutions LLC, a fintech advisory and consulting firm, since 2019. 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 Business Officer of FinConecta from February 2019 to December 2024. Member of the Board of Directors of People’s Group, a Canadian bank, trust company and payments company, since February 2025. 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. Member of the Advisory Board of VoPay International Inc., a private fintech-as-a-service technology company, from January 2024 to December 2024. Member of the Board of the NACD New York Chapter since 2023.
QUALIFICATIONS
QUALIFICATIONS Ms. DeVita has over 44 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
COMMITTEES Talent and Compensation Technology
COMMITTEES
| | MARÍA LUISA FERRÉ RANGEL CHIEF EXECUTIVE OFFICER GRUPO FERRÉ RANGEL INDEPENDENT Director Since 2004 Age 62 LEAD INDEPENDENT DIRECTOR OF POPULAR, INC. |
COMMITTEES
Chief Executive Officer of Grupo Ferré Rangel (FRG, LLC & 5S, LLC), a diversified family enterprise with operations in media, real estate, energy, event production and contact centers across Puerto Rico, the United States and Latin America, since 2003. Publisher of GFR Media, LLC, Puerto Rico’s leading media ecosystem, encompassing El Nuevo Día, Primera Hora, multiple digital platforms, event production company and education services, since 2006, and Chair of its Board of Directors from 2006 to 2016. Trustee and President of the Board of Trustees of The Luis A. Ferré Foundation, Inc., since 2003, which operates the Museo de Arte de Ponce, one of the most important art museums in the Caribbean and Latin America. President of the Board of Multisensory Reading Center of PR, Inc., a nonprofit organization advancing literacy through innovative educational methods, since 2012. Member of the Latin American and Caribbean Fund of The Museum of Modern Art (MoMA), New York, since 2013.
QUALIFICATIONS
QUALIFICATIONS Ms. Ferré Rangel has over 27 years of experience as Chief Executive Officer of Grupo Ferré Rangel, with consolidated assets of approximately $300 million and annual net revenues of approximately $107 million as of December 31, 2025. Lead director of a fifth-generation family enterprise impacting Puerto Rico’s civic and economic development. She possesses a deep understanding of Puerto Rico, Popular’s principal market, has extensive governance experience across public, private and nonprofit boards, and knowledge in organizational transformation. Her leadership and experience allow her to make significant contributions to the Board while providing thoughtful insight regarding the communications needs of Popular.
COMMITTEES
COMMITTEES Corporate Governance and Nominating (Chair) Risk Management Technology
OTHER CURRENT PUBLIC COMPANY BOARDS
OTHER CURRENT PUBLIC COMPANY BOARDS W.R. Berkley Corporation (since May 2017)
OTHER CURRENT PUBLIC COMPANY BOARDS
| | JAVIER D. FERRER PRESIDENT AND CHIEF EXECUTIVE OFFICER POPULAR, INC. Director Since 2025 Age 64 |
OTHER CURRENT PUBLIC COMPANY BOARDS
President and Chief Executive Officer of Popular, BPPR, Popular Bank and Popular North America, Inc. since July 2025. President and Chief Operating Officer (“COO”) of Popular, BPPR and Popular North America, Inc. and President of Popular Bank, from May 2024 to June 2025. Before assuming his role as President and Chief Operating Officer, Mr. Ferrer served as Executive Vice President, COO and Head of Business Strategy of Popular; Executive Vice President, COO and Head of Business Strategy of Popular North America, Inc.; Senior Executive Vice President, COO and Head of Business Strategy of BPPR and Senior Executive Vice President and Head of Business Strategy of Popular Bank from January 2022 to May 2024. From October 2014 to January 2022, Mr. Ferrer served as Executive Vice President, Chief Legal Officer and General Counsel of the Corporation, Popular North America, Inc., BPPR and Popular Bank. He further served as Secretary of the Corporation, Popular North America, Inc., BPPR and Popular Bank from October 2014 to May 2024. Mr. Ferrer has been a member of the Board of Directors of BPPR since March 2015 and a member of its Trust Committee since September 2019, and a member of the Board of Directors of Popular Bank since April 2024. Member of the Board of Trustees of Fundación Banco Popular, Inc. since June 2025 and of Popular Foundation, Inc. since November 2024. Member of the Board of Directors of the Puerto Rico Bankers Association since July 2025, member of the Board of Directors of SER de Puerto Rico since August 2025 and member of the Advisory Council of The Conservation Trust of Puerto Rico since October 2025.
QUALIFICATIONS
QUALIFICATIONS As President and Chief Executive Officer and, previously, as Chief Operating Officer of Popular, Mr. Ferrer has demonstrated solid strategic and analytical skills and understanding of Popular’s main markets. He has further overseen all business lines, directed Popular’s strategic planning and data and analytics functions, and has been instrumental in the design and execution of Popular’s Transformation program. Prior to joining Popular in 2014 as its Chief Legal Officer and Secretary, Mr. Ferrer was a founding partner of Pietrantoni Méndez & Alvarez LLC, a Puerto Rico-based law firm, where he worked from September 1992 to December 2012 and from August 2013 to September 2014. From January 2013 to July 2013, Mr. Ferrer served as President of the Government Development Bank for Puerto Rico and Vice Chairman of its Board of Directors, as well as Chairman of the Economic Development Bank for Puerto Rico. His years in private law practice and public service give him vast experience in corporate and regulatory matters, including banking, corporate and commercial law, mergers and acquisitions, securities and capital markets.
QUALIFICATIONS
| | C. KIM GOODWIN PRIVATE INVESTOR INDEPENDENT Director Since 2011 Age 66 |
QUALIFICATIONS
Private investor since 2008. Independent director of TJX Companies, Inc. since October 2020 and member of its Audit and Compensaton Committees. Non-executive director of PineBridge Investments, LLC, a global asset management firm with over $157.1 billion in assets under management, from May 2011 to December 2025, and Chair of the Audit Committee and member of the Remuneration Committee. Member of the Board of Directors of General Mills, Inc. from June 2022 until September 2025 and member of its Compensation and Finance Committees. 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
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 and investment functions for her global department and spent the last decade of her career restructuring and transforming investment teams for optimal performance. 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.
COMMITTEES
COMMITTEES Risk Management (Chair and Risk Management Expert) Audit (Financial Expert) Corporate Governance and Nominating
OTHER CURRENT PUBLIC COMPANY BOARDS
OTHER CURRENT PUBLIC COMPANY BOARDS The TJX Companies, Inc. (since October 2020)
OTHER CURRENT PUBLIC COMPANY BOARDS
| | JOSÉ R. RODRÍGUEZ BUSINESS CONSULTANT INDEPENDENT Director Since 2021 Age 67 |
OTHER CURRENT PUBLIC COMPANY BOARDS
Business Consultant on business processes and governance matters since March 2021. Certified public accountant since March 1984. Audit partner at KPMG LLP from 1995 until his retirement in 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. Chairman of the Board of Directors of CareMax, Inc., from February 2022 to February 2025 and a director from June 2021 to February 2025. Chairman and member of the board of the Latin Corporate Directors Association, member of Marymount University’s Board of Trustees and member of Belmont Abbey College Board of Trustees. Chair of the Board of Overseers of the University of Miami School of Business from March 2016 to May 2024. Member of the Advisory Board of Wake Forest University School of Business from 2010 to 2024.
QUALIFICATIONS
QUALIFICATIONS Mr. Rodríguez has over 41 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™.
COMMITTEES
COMMITTEES Audit (Chair and Financial Expert) Corporate Governance and Nominating Risk Management (Risk Management Expert)
OTHER CURRENT PUBLIC COMPANY BOARDS
OTHER CURRENT PUBLIC COMPANY BOARDS Primoris Services Corporation (since May 2021)
OTHER CURRENT PUBLIC COMPANY BOARDS
| | ALEJANDRO M. SÁNCHEZ PRESIDENT AND CHIEF EXECUTIVE OFFICER SALVA FINANCIAL GROUP OF FLORIDA INDEPENDENT Director Since 2023 Age 68 |
OTHER CURRENT PUBLIC COMPANY BOARDS
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 Board of Directors of TrustCo Bank Corp. from October 2022 to April 2023. 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. Honorary Professor at the University of Edinburgh Business School since December 2024.
QUALIFICATIONS
QUALIFICATIONS Mr. Sánchez has over 30 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
COMMITTEES Audit Talent and Compensation
OTHER CURRENT PUBLIC COMPANY BOARDS
OTHER CURRENT PUBLIC COMPANY BOARDS Republic Bancorp, Inc. (since April 2024) Business First Bancshares, Inc. (since March 2025)
OTHER CURRENT PUBLIC COMPANY BOARDS
| | CARLOS A. UNANUE PRESIDENT GOYA DE PUERTO RICO, INC. INDEPENDENT Director Since 2010 Age 62 |
OTHER CURRENT PUBLIC COMPANY BOARDS
President of Goya de Puerto Rico, Inc. since 2003 and of Goya Santo Domingo, S.A. since 1994, food processors and distributors.
Camille Burckhart
Camille Burckhart
Camille Burckhart
| | EXECUTIVE VICE PRESIDENT, CHIEF INFORMATION AND DIGITAL STRATEGY OFFICER DIGITAL, INNOVATION AND TECHNOLOGY GROUP Ms. Burckhart, age 46, has been Executive Vice President and Chief Information and Digital Strategy Officer of Popular since July 2015. Prior to becoming Executive Vice President, Ms. Burckhart was the Senior Vice President in charge of the Technology Management Division from December 2010 to June 2015. She has been a member of the Board of Trustees of Fundación Banco Popular since October 2018. Member of the Board of Directors of Nuestra Escuela from August 2016 to August 2025. |
Beatriz Castellví
Beatriz Castellví
Beatriz Castellví
| | EXECUTIVE VICE PRESIDENT AND CHIEF SECURITY OFFICER CORPORATE SECURITY AND OPERATIONS GROUP Ms. Castellví, age 58, has been Executive Vice President and Chief Security Officer of Popular in charge of cybersecurity, data privacy and fraud since May 2018. In October 2025, she assumed the oversight of the business operations function of the Corporation. Prior to becoming Executive Vice President, she was Senior Vice President and General Auditor of the Corporation from November 2012 to April 2018, after having held various other roles in the Corporation for the previous 15 years. Since January 2021, Ms.Castellví has been a member of the Board of the Jane Stern Dorado Community Library and Chairman of its Technology Committee since March 2022 and as Vice President of the Board since September 2025. Ms. Castellví served as a member of the Executive Council of the Puerto Rico Ellevate Chapter from 2013 to 2024 and as Treasurer from 2013 to January 2019. |
Luis E. Cestero
Luis E. Cestero
Luis E. Cestero
| | EXECUTIVE VICE PRESIDENT RETAIL AND BUSINESS SOLUTIONS GROUP Mr. Cestero, age 52, has been Executive Vice President of BPPR in charge of the Retail and Business Solutions Group since May 2023. Previously, from July 2017 until April 2023, he was Executive Vice President of BPPR in charge of the Retail Banking Group. Prior to becoming Executive Vice President, Mr. Cestero was the Senior Vice President in charge of Retail Banking Administration from May 2009 to June 2017. |
Manuel Chinea
Manuel Chinea
Manuel Chinea
| | EXECUTIVE VICE PRESIDENT CHIEF OPERATING OFFICER OF POPULAR BANK Mr. Chinea, age 60, has been Executive Vice President of Popular since January 2016 and Chief Operating Officer of Popular Bank since February 2013. He has served as a member of the Board of Trustees of Popular Foundation since October 2013, member of the Board of Directors of the Hispanic Federation since June 2016, Treasurer since July 2023 and Chairman from July 2020 to July 2023, and a member of the Board of Junior Achievement New York from October 2017 until March 2021. In January 2022, he joined the New York State Department of Financial Services Advisory Council on community development financial institutions (“CDFI”) and minority depository institutions (“MDI”). In September 2024, he was appointed to the Community Development Advisory Board of the U.S. Treasury Department’s Community Development Financial Institutions Fund. |
José R. Coleman Tió
José R. Coleman Tió
José R. Coleman Tió
| | EXECUTIVE VICE PRESIDENT AND CHIEF LEGAL OFFICER GENERAL COUNSEL AND CORPORATE MATTERS GROUP Mr. Coleman Tió, age 45, has been Executive Vice President, Chief Legal Officer and General Counsel since January 2022, and Secretary of the Board of Directors of Popular and its banking subsidiaries since May 2024. In October 2025, he assumed the oversight of the Corporation’s strategic planning functions. From April 2017 to May 2024, he served as Assistant Secretary of the Board of Directors of Popular and its banking subsidiaries. From February 2017 until December 2021, he was Senior Vice President and Deputy General Counsel of Popular. Prior to joining Popular, Mr. Coleman Tió was an independent provider of legal and financial advisory services from May 2016 until January 2017. He also served in senior roles in the Government Development Bank for Puerto Rico, including as Executive Vice President and General Counsel, from January 2013 until May 2016. Mr. Coleman Tió was an associate at Cravath Swaine & Moore LLP from 2008 to 2013. Member of the Board of Directors of Coalición Legal para Puerto Rico from February 2020 to February 2026. He serves as a member of the Board of Directors of Instituto Nueva Escuela since December 2025, and a member of the Board of Trustees of Museo de Arte de Puerto Rico since January 2026. |
HÉCTOR ALEJANDRO (ALEX) FLORES
HÉCTOR ALEJANDRO (ALEX) FLORES
HÉCTOR ALEJANDRO (ALEX) FLORES
| | EXECUTIVE VICE PRESIDENT SPECIALIZED BUSINESS GROUP Mr. Flores, 49, has served as Executive Vice President of BPPR’s Specialized Business Group since January 2026, with responsibility for the mortgage, auto and insurance businesses. From January 2023 to December 2025, he served as Division Manager of Popular Mortgage, BPPR’s mortgage business. From March 2015 to December 2022, Mr. Flores served as Division Manager of deShow, a BPPR division he helped establish to manage the bank’s foreclosed properties. From 2010 to 2015, also as Division Manager, he led several strategic initiatives, including the reorganization of BPPR’s auto lending business and the acquisition of significant consumer and mortgage loan portfolios. Before joining BPPR, Mr. Flores was a management consultant with McKinsey & Company from 2005 to 2007, advising clients in the telecommunications, utilities, banking, and consumer goods industries. From 1998 to 2003, he held various leadership roles at The Coca-Cola Company, where he managed channel marketing and distribution systems in the Caribbean region. |
Jorge J. García
Jorge J. García
Jorge J. García
| | EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER CORPORATE FINANCE GROUP Mr. García, age 53, has been Executive Vice President and Chief Financial Officer of Popular, since April 1, 2024. Mr. García served as Senior Vice President, Corporate Comptroller and Chief Accounting Officer of Popular from March 2012 to April 2024. He has served as Director of BPPR since April 2024. From June 2009 to March 2012, Mr. García served as Senior Vice President and Director of Finance and Accounting of Popular Bank, Popular’s banking subsidiary in the mainland United States. |
MARÍA Cristina (MC) González
MARÍA Cristina (MC) González
MARÍA Cristina (MC) González
| | EXECUTIVE VICE PRESIDENT AND CHIEF COMMUNICATIONS AND PUBLIC AFFAIRS OFFICER CORPORATE COMMUNICATIONS AND PUBLIC AFFAIRS GROUP Ms. González, age 51, has been Executive Vice President and Chief Communications and Public Affairs Officer of Popular since April 2021. Prior to joining Popular, Ms. González was the Senior Vice President of Global Public Affairs of The Estée Lauder Companies, Inc. from July 2016 to March 2021. From July 2013 to May 2015, Ms. González was the Director of Communications to First Lady Michelle Obama and Special Assistant to President Barack Obama. She served as a member of the Board of Directors of Unidos US, the largest Latino civil rights and advocacy organization in the United States, from fall of 2016 until June 2022. Ms. González has been a member of the Board of Directors of Televisa-Univision Communications, Inc., the leading Hispanic media company, since November 2020. |
Eduardo J. Negrón
Eduardo J. Negrón
Eduardo J. Negrón
| | EXECUTIVE VICE PRESIDENT AND CHIEF ADMINISTRATION OFFICER ADMINISTRATION GROUP Mr. Negrón, age 61, has been Chief Administration Officer of Popular since February 2022 and Executive Vice President of Popular since April 2008. He has been in charge of the Administration Group since December 2010 responsible for human resources, marketing and real estate. Prior to that, he held various positions at Popular, including Assistant Secretary of the Board, Deputy Chief Legal Officer and head of Government Affairs. He has served as Member of the Board of Trustees and Treasurer of Fundación Banco Popular and of the Popular Foundation since March 2008. Since 2015, Mr. Negrón has served as Trustee of Fundación Ángel Ramos and Chairman of its Finance and Investment Committee. Mr. Negrón also served as a Director of the Fundación Puertorriqueña de las Humanidades and as a member of its Executive Committee from June 2017 until May 2023. Since 2019, Mr. Negrón has been the Chairman of the Board of the Corporación de Desarrollo del Centro Financiero de Hato Rey, an entity engaged in promoting the economic and urban development of the district of Hato Rey, Puerto Rico. Since March 2025, Mr. Negrón has served as Director and Treasurer of the Board of Director of Casa de Niños Popular. |
Eli S. Sepúlveda
Eli S. Sepúlveda
Eli S. Sepúlveda
| | EXECUTIVE VICE PRESIDENT COMMERCIAL CREDIT AND SERVICES GROUP Mr. Sepúlveda, age 63, has been Executive Vice President of Popular since February 2010 and of BPPR since December 2009. He has been the supervisor in charge of the Commercial Credit and Services Group since May 2023, and from January 2010 to April 2023, of the Commercial Credit Group in Puerto Rico. Mr. Sepúlveda has been a member of the Board of Managers of the Puerto Rico Idea Seed Fund, LLC since December 2016. Mr. Sepúlveda also served as a trustee of the Ricky Martin Foundation from November 2020 to June 2024. |
Lidio V. Soriano
Lidio V. Soriano
Lidio V. Soriano
| | EXECUTIVE VICE PRESIDENT AND CHIEF RISK OFFICER CORPORATE RISK MANAGEMENT GROUP Mr. Soriano, age 57, has been the Executive Vice President and Chief Risk Officer of Popular since August 2011 and a Director of Popular Bank since October 2014. He served as a Director of BPPR from October 2014 to September 2019. Prior to joining Popular, Mr. Soriano served for 17 years as Chief Financial Officer, Head of Retail Bank and Mortgage Operations, Head of Commercial and Construction Mortgage and Head of Interest Rate Risk, among other positions, for other banks. He has been a member of the Board of Directors of the Puerto Rican League Against Cancer since August 2018. |
2025 Corporate Performance and Highlights
| Lending | | • Increased our loan portfolio to $39.3 billion, $2.2 billion or 6% higher than 2024. | | • Grew BPPR loan balances in most business segments, led by commercial, construction and mortgage loans. Popular Bank achieved growth in commercial and construction loans. | | Deposits | | • Secured 2025 year-end deposits of $66.1 billion, an increase of $1.3 billion, or 2%. Excluding Puerto Rico public deposits, customer deposits increased $1.4 billion, or 3%. | | Profitability and Credit Quality | | • Increased the Corporation’s net interest margin by 25 basis points (year-over-year) to 3.49%. | | • Credit quality remained stable across our loan portfolio. Net charge-offs of 52 bps in 2025 were 16 bps lower than in 2024. In 2025, the non-performing loan ratio was 1.27% compared with 0.95% in 2024, driven, in part, by two unrelated commercial loans in BPPR with a combined value of $188 million. | | Capital Strategy | | • Increased our quarterly common stock dividend from $0.70 to $0.75 per share, and repurchased 4.6 million shares for approximately $502 million. | | • Maintained strong capital levels with a year-end Tier 1 Common Equity ratio of 15.7%. | | • Increased our tangible book value per share by 21.3% compared to 2024, to $82.65. | | Organizational Excellence and Human Capital | | • Continued working on initiatives related to the multi-year corporate Transformation designed to provide our customers with more personalized and accessible services, increase employee performance and satisfaction with more agile work processes, and generate sustainable profitable growth and value for our shareholders. | | • Equipped leaders with improved tools for effective performance conversations. Led strategic leadership development sessions and launched a parallel program for middle managers to strengthen alignment on values and behaviors to drive meaningful change. | | • Strengthened our health and wellness offerings by opening a state-of-the-art fitness center to promote an active and balanced lifestyle and expanded mental health support in our in-house wellness facilities. | | • Our current Employee Loyalty score remained stable at 81% which is higher than 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, 2025. | | Environmental and Social Commitment | | • As part of Popular’s steadfast social commitment, financial and in-kind assistance was provided through Fundación Banco Popular, the Popular Foundation and corporate donations and social programs impacting communities in Puerto Rico, the mainland United States and the Virgin Islands in the areas of education, financial inclusion and entrepreneurship. Our total social investment during 2025 amounted to approximately $13.5 million. | | • As part of our commitment to the environment, during 2025, Popular allocated approximately $505,000 to environmental initiatives aimed at reforestation, biodiversity and renewable energy. |
Highlights of Our 2025 Executive Compensation Program and Pay Decisions
| • | 2025 Short-Term Incentives. Based on the Committee’s assessment of performance under our 2025 short-term incentive (“STI”) plan, our NEOs’ 2025 STI payouts ranged from 128% to 136% of target, reflecting the Corporation’s financial and transformation results, and individual performance against pre-established financial and non-financial goals. For more information, refer to the “2025 Executive Compensation Program and Pay Decisions” section of this Proxy Statement. |
Highlights of Our 2025 Executive Compensation Program and Pay Decisions
| • | 2025 Long-Term Awards. Our long-term equity incentive (“LTI”) program is based on two equally weighted components: |
Highlights of Our 2025 Executive Compensation Program and Pay Decisions
| • | One-half (50%) of the target opportunity is granted as performance shares, with actual value based on future performance over a 3-year period. One-half of the target performance share award is 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 Tangible Common Equity (“ROTCE”) goal. The performance shares are always granted at target since vesting reflects performance upon completion of the three-year period. |
Highlights of Our 2025 Executive Compensation Program and Pay Decisions
| • | One-half (50%) of the target opportunity is granted as time-vested restricted stock, which vests ratably over a four-year period. The time-vested restricted stock has a target value of 50% of each executive’s LTI opportunity, but the actual grant of restricted stock may be less than or greater than target based on the Committee’s assessment of prior-year Popular and individual performance. |
Highlights of Our 2025 Executive Compensation Program and Pay Decisions
In February 2025, the Committee awarded NEOs, other than Mr. Alvarez, performance shares in line with their target opportunity and time-vested restricted stock above target in recognition of their leadership and contributions to Popular’s strong 2024 performance. For Mr. Alvarez, the Committee approved an award equal to his total long-term incentive target opportunity entirely in restricted stock that vest on the first anniversary of his retirement date (June 30, 2026), subject to his compliance with certain restrictive covenants, including customary confidentiality covenants, as well as non-competition and non-solicit restrictions that apply through the vesting date. In light of his pending retirement in June 2025, Mr. Alvarez’s February LTI excluded performance shares. In June 2025, the Committee granted additional restricted stock award to (i) Mr. Alvarez due to the Company’s and Mr. Alvarez’s performance during the first six months of 2025, and (ii) Mr. Ferrer in connection with his promotion to CEO on July 1, 2025 and associated compensation increase. For more information, refer to the “June 2025 Grants in Connection with CEO Transition” section of this Proxy Statement. Mr. Alvarez’s performance during the first six months of 2025, and Mr. Ferrer received a grant of restricted shares in June 2025 to recognize his promotion and reflect prorated compensation for his service as CEO during 2025. For more information, refer to the “June 2025 Grants in Connection with CEO Transition” section of this Proxy Statement.
Highlights of Our 2025 Executive Compensation Program and Pay Decisions
| • | 2023-2025 Performance Share Vesting. Upon the conclusion of the 2023-2025 performance cycle, performance results indicated, and the Committee approved, vesting based on the following results: |
Highlights of Our 2025 Executive Compensation Program and Pay Decisions
(i) 3-year TSR in the 97.6th percentile (2nd out of the 42 comparator banks) relative to an industry index of U.S. banks with assets between $25 billion and $500 billion, resulting in a maximum award (150% of target shares), and (ii) 3-year average ROTCE of 11.02%, which was located between the threshold of 9.5% and target of 13%, thereby yielding an award of 71.76% of the target number of shares. On a combined basis, the total number of shares distributed corresponds to 110.88% of the total target award opportunity (plus dividend equivalents). The Committee approves Popular’s compensation programs upon consideration of market competitive trends, regulatory guidelines and leading practices. Furthermore, our executive compensation program is designed to discourage excessive or unnecessary risk taking and improper sales practices through the adequate balance of short-term and long-term incentives, thresholds and caps to limit payouts, and a mix of financial and non-financial goals, among other design features. The following summarizes the key features of our executive compensation program:
Highlights of Our 2025 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 executive officers 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. | |
Highlights of Our 2025 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 executive officers. | | | 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. | |
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, ROTCE), 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 generally 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 ROTCE (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. | | 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. | | Ensure Effective Controls and Sound Risk Management | | Our incentive design seeks to dissuade our executives from taking excessive or unnecessary risks or promoting improper sales practices and ensures sound risk management and effective controls. The Corporation takes a balanced approach to incentive compensation design, utilizing both short-term (cash) and long-term (equity) components, multiple performance perspectives (financial, strategic, leadership, shareholder value), and the use of threshold performance requirements and payout caps, focusing on long-term performance periods and rewards. The Corporation’s Compensation Recoupment Policy, which applies to cash and equity-based incentives, covers financial restatement and executive misconduct. The Committee may also adjust individual awards based on the executive’s compliance with policies, guidelines, laws and regulations; results and follow-up of audits and examinations; and operation within Popular’s risk appetite. |
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 expressed as a percentage of the executive’s base salary and a payout range. Target incentive opportunities are defined by role and consider 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 target, whereas stretch performance is defined as 115% of target. Our 2025 STI plan rewards executives for achieving critical corporate-wide financial objectives and strategic goals, in addition to individual goals. The 2025 STI plan goals were based on:
Short-Term Incentive Compensation Opportunity
| • | Corporate Performance (50% weight): Financially driven and based on the Corporation’s 2025 adjusted after-tax net income (35% weight) and 2025 adjusted after-tax ROTCE (15% weight). |
Short-Term Incentive Compensation Opportunity
| • | Strategic Priorities (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 customer and employee experience, and 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 NEOs. The collective nature of this component promotes collaboration among organizational groups to achieve common long-term strategic objectives. |
Short-Term Incentive Compensation Opportunity
| • | Individual Performance (25% weight): Specific, predetermined financial and non-financial objectives based on each NEO’s role. |
Determination of 2025 Short-Term Annual Cash Incentive (Paid in 2026)
Determination of 2025 Short-Term Annual Cash Incentive (Paid in 2026) The following table summarizes the 2025 short-term cash incentive paid to the NEOs related to the achievement of the corporate, strategic and individual goals described below.
Determination of 2025 Short-Term Annual Cash Incentive (Paid in 2026)
| | Corporate Performance | | Strategic Priorities | Individual Performance | Total Payout(a) (b) (c) (d) | | | | Net Income | ROTCE | | | | | | | 35% weight | 15% weight | 25% weight | 25% weight | | | | NEO | % of Target Earned | | | | % of Target Earned | Total Award ($) | | Javier D. Ferrer | 150% | 150% | 110% | 133% | 136% | $1,531,087 | | Ignacio Alvarez | 150 | 150 | 100 | 137 | 134 | 1,023,441 | | Jorge J. García | 150 | 150 | 110 | 123 | 133 | 650,281 | | Lidio V. Soriano | 150 | 150 | 110 | 121 | 133 | 639,292 | | Manuel Chinea | 150 | 150 | 110 | 102 | 128 | 589,382 | | Camille Burckhart | 150 | 150 | 110 | 121 | 133 | 565,487 |
Determination of 2025 Short-Term Annual Cash Incentive (Paid in 2026)
| (a) Pursuant to Mr. Alvarez’s retirement on June 30, 2025, the Committee granted a pro-rated short-term cash incentive award of $1,023,441 (134% of his target incentive opportunity), based on corporate and individual performance for the period he served as CEO from January 1, 2025 through June 30, 2025. His target incentive opportunity under the CEO plan was 135% of his base salary. |
Determination of 2025 Short-Term Annual Cash Incentive (Paid in 2026)
| (b) Mr. Ferrer was appointed CEO effective July 1, 2025. For 2025, his short-term cash Incentive was calculated using the formula applicable to his prior COO role for the first six months of the year (with a target opportunity equal to 80% of base salary) and the formula applicable to the current CEO role for the remaining six months (with a target opportunity equal to 135% of base salary). |
Determination of 2025 Short-Term Annual Cash Incentive (Paid in 2026)
| (c) Total target awards opportunity for 2025 was 80% of base salary for the other NEOs. |
Determination of 2025 Short-Term Annual Cash Incentive (Paid in 2026)
| (d) Note that the percentages shown in the above table are rounded to the nearest whole percentage point. |
Individual Annual Goals (25% Weight)
| • | Drove the continued Transformation of Popular’s processes, technology and culture to better position the Corporation for long-term success. |
Individual Annual Goals (25% Weight)
| • | Co-led the Corporate Transformation program to strengthen Popular’s long term competitiveness and operational effectiveness through technology modernization, digital enablement and more efficient business processes. |
Long-Term (Equity) Incentive Compensation Opportunity
Long-Term (Equity) Incentive Compensation Opportunity
2025 long-term target incentive opportunities
2025 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 pursuant to the program in place since 2024. Our former CEO had a target of 300% of salary. Our current CEO had an initial target for 2025 of 140% of salary, reflecting his role as President and COO. The Committee increased Mr. Ferrer’s target to 300% of salary in connection with his promotion to CEO. The LTI targets for our other NEOs ranged from 90% to 100% of their base salary.
2025 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. |
2025 long-term target incentive opportunities
| • | The other half (50%) is granted as time-vested restricted stock that vests ratably over four years. The size of the award at grant can vary above or below target (ranging from 0% to 150% of target) based on the prior year’s corporate results and individual contributions, as determined by the Committee. |
Determination of 2025 Long-Term Incentive Awards
Determination of 2025 Long-Term Incentive Awards In February 2025 the Committee approved NEO equity grants, as follows:
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 2025-2027 period. Two measures, weighted equally, are used to determine vesting:
Performance Shares
| • | 3-year relative TSR compared to an industry index of United States banks with assets between $25 billion and $500 billion (50% of performance shares); and |
Performance Shares
| • | absolute 3-year simple average ROTCE (50% of performance shares). |
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 comparator 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 ROTCE portion sets a goal for 3-year average ROTCE whereby target reflects an expectation that is achievable yet challenging, aligns with investor expectations and company guidance, and considers our Board-approved budget. Threshold for the 3-year period represents the minimum level of ROTCE 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, 2027, no payment will be made. Our historical performance share payouts for the absolute metric to date have averaged 97.67% of target during the last 9 performance cycles.
Restricted Stock
Restricted Stock Time-vested restricted stock, reflecting 50% of the target LTI opportunity, supports our goals to encourage executive stock 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 2025 restricted stock awards above target level for each NEO excluding Mr. Alvarez (as shown in the table below), recognizing each NEO’s strong leadership and contributions to Popular’s solid performance in 2024. Due to Mr. Alvarez’s pending June 30, 2025 retirement, on February 2025, the Committee approved an LTI award in an amount equal to his target of 300% of salary, solely in the form of time-based restricted stock consistent with historical practice for retiring executives. Mr. Alvarez’s award vests on the first anniversary of his retirement date (June 30, 2026), subject to his compliance with certain restrictive covenants, including customary confidentiality covenants, as well as non-competition and non-solicit restrictions that extend for one year after his retirement date. The Committee did not grant performance shares to Mr. Alvarez during 2025 due to his retirement. The awards, indicated in the table below, will vest as previously described to the extent that the corresponding service and performance conditions are met. The terms of the awards include covenants that prohibit the solicitation of the Corporation’s employees and customers.
February 2025 Grants
| | 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 ($) | % of Target | % of Base Salary | Value ($) | | Javier D. Ferrer | 100% | 70% | $553,000 | 129% | 90% | $711,000 | 114% | 160% | $1,264,000 | | Ignacio Alvarez | − | − | − | 100 | 300 | 3,390,000 | 100 | 300 | 3,390,000 | | Jorge Garcia | 100 | 50 | 295,000 | 126 | 63 | 371,700 | 113 | 113 | 666,700 | | Lidio V. Soriano | 100 | 50 | 295,000 | 120 | 60 | 354,000 | 110 | 110 | 649,000 | | Manuel Chinea | 100 | 45 | 254,250 | 111 | 50 | 282,500 | 106 | 95 | 536,750 | | Camille Burckhart | 100 | 50 | 262,500 | 120 | 60 | 315,000 | 110 | 110 | 577,500 |
June 2025 Grants in Connection with CEO Transition
June 2025 Grants in Connection with CEO Transition On June 2025, the Committee granted a prorated equity award to Mr. Alvarez based on his target opportunity under the long-term equity incentive equal to 300% of his base salary, prorated based on the six full calendar months of employment during 2025 (the “Prorated Equity Award”). This corresponded to $1,695,000 or 15,393 shares. The terms of the Prorated Equity Award were consistent with those of the restricted shares received by Mr. Alvarez in February 2025. In addition, on June 2025, in recognition of Mr. Ferrer’s promotion to CEO, the Committee granted a one-time equity incentive award of $1,022,000 or 9,281 shares (the “Promotion Award”), reflecting the difference between the prorated value of his new long-term equity incentive target opportunity for the six-month period of 2025 during which Mr. Ferrer served as President and CEO and the grant he received in February 2025 as President and COO. The terms of the Promotion Award were consistent with the restricted stock granted to Mr. Ferrer in February 2025.
Performance Shares Payout: 2023-2025 Performance Cycle
Performance Shares Payout: 2023-2025 Performance Cycle The Committee approved a grant of performance shares in February 2023 designed to reward performance over the 3-year performance period (2023-2025). 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 between $25 billion and $500 billion, and 50% based on absolute average ROTCE over the performance period. Results are based on a formula comparing the Corporation’s results to the pre-defined goals set in 2023. In February 2026, the Committee reviewed Popular’s 2023-2025 performance and determined the degree to which the goals were attained. On a combined basis, the total number of shares distributed corresponds to 110.88% of the total target award opportunity (plus dividend equivalents). The following is a summary of the payout:
2023-2025 Relative TSR (50% of Performance Shares)
2023-2025 Relative TSR (50% of Performance Shares) Popular’s final 3-year TSR of 85.3% ranked at the 97.5th percentile (which was 2nd out of the 42 comparator banks) relative to the industry index of United States banks with assets between $25 billion and $500 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:
2023-2025 Absolute ROTCE (50% of Performance Shares)
2023-2025 Absolute ROTCE (50% of Performance Shares) Absolute ROTCE for the 2023-2025 performance cycle, as outlined on Appendix A of this Proxy Statement, resulted in 3-year average ROTCE of 11.02%, between threshold of 9.5% and target of 13.0%, yielding a payout of 71.76% of the target number of shares on this component. In determining our 2023-2025 adjusted ROTCE values, the Committee made the same adjustment to GAAP net income as those made for the short-term annual cash incentive award determination.
Executive Compensation Program Changes for 2026
| • | The target equity incentive opportunity for Mr. Ferrer increased from 300% to 325%. |
Executive Compensation Program Changes for 2026
| • | The target equity incentive opportunity for Messrs. García and Soriano and Ms. Burckhart were increased from 100% to 120%, and for Mr. Chinea from 90% to 100%. |
Governance
| • | Evaluated the services provided by its compensation consultant. |
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 2025, 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.
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 2025, our compensation peer group comprised the banks listed in the following table based on the Committee’s June 2024 review. Popular’s total assets were positioned near the median of the group. Assisted by Meridian, the Committee re-evaluated the Corporation’s peer group in June 2025, with no changes resulting from the review.
Compensation Information and Peer Group
| PEER GROUP | | | BOK FINANCIAL CORP | OLD NATIONAL BANCORP | | CADENCE BANK | REGIONS FINANCIAL CORPORATION | | COMERICA INCORPORATED | SOUTHSTATE CORPORATION | | CULLEN/FROST BANKERS INC. | SYNOVUS FINANCIAL CORP | | EAST WEST BANCORP INC. | VALLEY NATIONAL BANCORP | | F.N.B. CORPORATION | WEBSTER FINANCIAL CORPORATION | | FIRST HORIZON CORPORATION | WESTERN ALLIANCE BANCORPORATION | | HUNTINGTON BANCSHARES INCORPORATED | WINTRUST FINANCIAL CORPORATION | | KEYCORP | ZIONS BANCORPORATION | | M&T BANK CORPORATION | |
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. All equity awards are granted under a shareholder-approved plan. Equity awards are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of equity grant dates. Since 2005 we have not granted, and currently have no plan to grant, option awards and, consequently, we have not adopted a policy with respect to the timing of option awards relative to the disclosure of material non-public information.
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 2025 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.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table summarizes the compensation of our NEOs for the year ended December 31, 2025, which reflects the full year of the equity (stock) and non-equity (cash) components of our current executive compensation program for our NEOs.
2025 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 | | Javier D. Ferrer President and Chief Executive Officer(g) | 2025 | $914,000 | $43,750 | $2,315,076 | $1,533,887 | — | $18,574 | $4,825,287 | | | 2024 | 790,000 | 32,917 | 1,297,335 | 598,267 | — | 15,774 | 2,734,293 | | | 2023 | 782,308 | 32,917 | 1,134,107 | 621,335 | — | 15,774 | 2,586,441 | | Ignacio Alvarez Former Chief Executive Officer(h) | 2025 | 634,538 | 600 | 5,085,000 | 1,029,041 | — | 313,805 | 7,062,984 | | | 2024 | 1,130,000 | 47,083 | 3,491,878 | 1,438,942 | — | 50,507 | 6,158,410 | | | 2023 | 1,130,000 | 47,083 | 3,081,501 | 1,466,740 | — | 43,120 | 5,768,444 | | Jorge J. García Executive Vice President and Chief Financial Officer | 2025 | 606,679 | 25,444 | 682,282 | 653,081 | — | 27,467 | 1,994,953 | | | 2024 | 540,529 | 24,583 | 666,724 | 382,173 | — | 10,872 | 1,624,881 | | | 2023 | — | — | — | — | — | — | — | | Lidio V. Soriano Executive Vice President and Chief Risk Officer | 2025 | 599,531 | 25,075 | 664,582 | 642,092 | — | 15,952 | 1,947,232 | | | 2024 | 590,000 | 24,583 | 666,724 | 429,107 | — | 13,152 | 1,723,566 | | | 2023 | 585,481 | 24,583 | 486,157 | 433,355 | — | 22,868 | 1,552,444 | | Manuel Chinea Executive Vice President and Chief Operating Officer Popular Bank | 2025 | 574,126 | — | 550,192 | 592,182 | 1,987 | 51,901 | 1,770,388 | | | 2024 | 564,991 | — | 552,041 | 380,132 | — | 48,606 | 1,545,770 | | | 2023 | 560,340 | — | 464,082 | 384,031 | 4,799 | 47,725 | 1,460,977 | | Camille Burckhart Executive Vice President, Chief Information and Digital Strategy Officer | 2025 | 531,361 | 22,203 | 591,354 | 568,287 | 1,546 | 11,914 | 1,726,665 | | | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — |
2025 Summary Compensation Table
| (a) Salary differences for the NEOs between 2024 and 2025 are attributable to salary increase adjustments, ranging from 1.5% to 3.5% of base salary. Amounts shown in the Salary column reflect amounts deferred under the Puerto Rico Nonqualified Deferred Compensation Plan by Mr. Ferrer, $74,000 and by Mr. Alvarez, $59,107. Annual base salary as of December 31, 2025 was: J. García, $610,650; L. Soriano, $601,800; M. Chinea, $576,300; and C. Burckhart, $532,875. Due to Mr. Alvarez’s retirement on June 30, 2025, his earned salary was $634,538. On July 1, 2025, Mr. Ferrer’s base salary was increased as a result of his promotion to CEO of the Corporation, and his annual salary as of December 31, 2025, was $1,050,000. The amount paid to Mr. Ferrer reflects his salary paid as COO from January to June 2025 and his salary as CEO from July to December 2025. Salary increases were awarded to the NEOs in March 2025, with the exception of Mr. Ferrer who received a salary adjustment in connection with his appointment on July 1, 2025. |
2025 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. Amounts shown in the Bonus column reflect amounts deferred under the Puerto Rico Nonqualified Deferred Compensation Plan by Mr. Ferrer, $13,125. Due to Mr. Alvarez’s retirement on June 30, 2025, he was not eligible for the customary Christmas bonus provided to Puerto Rico-based employees. Mr. Alvarez received a $600 Christmas bonus as required by Puerto Rico law for employees hired before January 1, 2018, who worked 700 hours or more between October 1, 2024 and September 30, 2025, and who are no longer employed by the Corporation. |
2025 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 25, 2025, and Mr. Alvarez’s Prorated Equity Award and Mr. Ferrer’s Promotion Award granted on June 26, 2025. 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 (the closing price on February 25, 2025 was $100.37, and on June 26, 2025 was |
2025 Summary Compensation Table
$110.12). The fair value applicable to the market based relative TSR performance share awards, derived from a Monte Carlo simulation is $110.91 for February 25, 2025. Refer to the Corporation’s consolidated financial statements included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025. With regards to the restricted stock, shares will vest (i.e., no longer be subject to forfeiture) in equal annual instalments over four years, with the exception of Mr. Alvarez, whose restricted stock awards received in 2025 will vest one year after his retirement date (June 2026), and are subject to certain restrictive covenants, including customary confidentiality covenants, as well as non-competition and non-solicit restrictions that extend through the vesting period. The grant date fair value of the restricted stock award is as follows: J. Ferrer, $1,733,000; I. Alvarez, $5,085,000; J. García, $371,700; L. Soriano, $354,000; M. Chinea, $282,500; and C. Burckhart, $315,000. The performance shares vest after the end of a 3-year performance cycle (2025-2027). 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 ROTCE 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: J. Ferrer, $582,076; J. García, $310,582; L. Soriano, $310,582; M. Chinea, $267,692; and C. Burckhart, $276,354. The potential maximum value for each performance shares award is as follows: J. Ferrer, $873,220; J. García, $465,873; L. Soriano, $465,873; M. Chinea, $401,643; and C. Burckhart, $414,531. As a result of his retirement on June 30, 2025, Mr. Alvarez was not awarded performance shares in 2025.
2025 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 STI plan for the applicable performance year (which are paid in the first quarter of the following calendar year). NEOs were eligible to participate in a 2025 annual cash incentive opportunity based on the achievement of their annual corporate, strategic and individual goals. The “2025 Executive Compensation Programs and Pay Decisions” section of the CD&A describes how the 2025 short-term incentive awards to the NEOs were determined. Amounts shown in the Non-Equity Incentive Plan Compensation column reflect amounts deferred under the Puerto Rico Nonqualified Deferred Compensation Plan by Mr. Ferrer, $179,480 and by Mr. Alvarez, $615,595. Due to Mr. Alvarez’ retirement on June 30, 2025, the Committee granted a prorated short-term cash incentive of $1,023,441 (134% of target), based on corporate and individual performance for the period he served as CEO from January 1, 2025 through June 30, 2025. His target incentive opportunity was 135% of his base salary. The profit-sharing cash incentive of $2,800 awarded to each NEO (except for Mr. Alvarez) is also included. For Mr. Alvarez, the amount also includes $5,600 received as tax-deferred retirement savings under the profit sharing incentive. |
2025 Summary Compensation Table
| (e) No additional benefits in the defined benefit retirement plan were earned in 2025 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, 2025. Present values 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. Among the participating NEOs, Mr. Chinea has reached the aforementioned unreduced retirement eligibility. |
2025 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. The contribution to the USA Savings and Investment Plan for Mr. Chinea was $14,000. The amount reported in the “All Other Compensation” column for Mr. Alvarez also reflects $282,000, which corresponds to the monthly fee of $47,000 that Mr. Alvarez received during 2025 under the CEO Service Agreement described in the section titled “Former CEO Service Agreement” of this CD&A. |
2025 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.
2025 Summary Compensation Table
| Name | Non Work Related Security | Use Of Company-Owned Vehicle | Other(i) | | Javier D. Ferrer | | • | • | | Ignacio Alvarez | • | • | • | | Jorge J. García | | • | • | | Lidio V. Soriano | | • | • | | Manuel Chinea | | | • | | Camille Burckhart | | • | • |
2025 Summary Compensation Table
| (i) Includes benefits provided to certain NEOs, the value of which does not exceed the greater of $25,000 or 10% of the total amount of perquisites received by each NEO, such as personal tickets to events sponsored by Popular, the cost of routine preventive medical examination for executives, and car allowance for non-Puerto Rico based executives. |
2025 Summary Compensation Table
| (g) Mr. Ferrer was appointed President and Chief Executive Officer of the Corporation, succeeding Mr. Alvarez, effective July 1, 2025. |
2025 Summary Compensation Table
| (h) Mr. Alvarez retired as Chief Executive Officer of the Corporation, effective June 30, 2025. |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table details equity and non-equity plan-based awards granted to each of the NEOs during fiscal year 2025 (values below have been rounded to the nearest dollar or whole share, as applicable).
2025 Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(b) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(c) | Grant Date Fair Value of Stock and Option Awards ($)(d) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Javier D. Ferrer(e) | | | | | | | | | | | | 2025 Short-Term Cash Incentive | | | $564,375 | $1,128,750 | $1,693,125 | | | | | | | Restricted Stock | 25-Feb-2025 | | | | | | | | 7,084 | $711,000 | | Restricted Stock | 26-June-2025 | 25-Feb-2025 | | | | | | | 9,281 | 1,022,000 | | Performance Shares | 25-Feb-2025 | | | | | 2,756 | 5,510 | 8,266 | | 582,076 | | Ignacio Alvarez(f) | | | | | | | | | | | | 2025 Short-Term Cash Incentive | | | 1,023,441 | | | | | | | | | Restricted Stock | 25-Feb-2025 | | | | | | | | 33,776 | 3,390,000 | | Restricted Stock | 26-June-2025 | 25-Feb-2025 | | | | | | | 15,393 | 1,695,000 | | Performance Shares | 25-Feb-2025 | | | | | — | — | — | | | | Jorge J. García | | | | | | | | | | | | 2025 Short-Term Cash Incentive | | | 244,260 | 488,520 | 732,780 | | | | | | | Restricted Stock | 25-Feb-2025 | | | | | | | | 3,704 | 371,700 | | Performance Shares | 25-Feb-2025 | | | | | 1,470 | 2,940 | 4.410 | | 310,582 | | Lidio V. Soriano | | | | | | | | | | | | 2025 Short-Term Cash Incentive | | | 240,720 | 481,440 | 722,160 | | | | | | | Restricted Stock | 25-Feb-2025 | | | | | | | | 3,527 | 354,000 | | Performance Shares | 25-Feb-2025 | | | | | 1,470 | 2,940 | 4,410 | | 310,582 | | Manuel Chinea | | | | | | | | | | | | 2025 Short-Term Cash Incentive | | | 230,520 | 461,040 | 691,560 | | | | | | | Restricted Stock | 25-Feb-2025 | | | | | | | | 2,815 | 282,500 | | Performance Shares | 25-Feb-2025 | | | | | 1,280 | 2,534 | 3,802 | | 267,692 | | Camille Burckhart | | | | | | | | | | | | 2025 Short-Term Cash Incentive | | | 213,150 | 426,300 | 691,450 | | | | | | | Restricted Stock | 25-Feb-2025 | | | | | | | | 3,139 | 315,000 | | Performance Shares | 25-Feb-2025 | | | | | 1,308 | 2,616 | 3,924 | | 276,354 |
2025 Grants of Plan-Based Awards
| (a) This section contains the 2025 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 2025 performance were as follows: J. García, $653,081; L. Soriano, $642,092; M. Chinea, $592,182; and C. Burckhart, $568,287. Due to Mr. Alvarez’s retirement on June 30, 2025, the Committee approved a prorated Short-Term cash Incentive of $1,023,441, based on its assessment of corporate, strategic and individual performance related to the six full calendar months of employment during 2025. In connection with Mr. Ferrer’s promotion to CEO, his STI Award was prorated taking into account the six full calendar months of employment under the COO incentive grid and the six full calendar months of employment under the CEO incentive grid. His actual STI Award was $1,531,087. |
2025 Grants of Plan-Based Awards
| (b) This section contains the performance shares awarded on February 25, 2025. The number of shares was determined based on the closing price of Popular’s common stock on the grant date of February 25, 2025 ($100.37). The shares vest on the day of the first scheduled meeting of the Committee in February 2028, subject to the Corporation’s achievement of the 2025-2027 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 ROTCE. 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 threshold (i.e., minimum result for which an incentive would be earned) equal to one-half of the target number of shares, a target (i.e., result at which 100% of the incentive would be earned) and a maximum level of performance (i.e., result at which 1.5 times the target number of shares would be earned). Dividend equivalents are accrued and paid at the end of the performance period based on the actual number of shares earned. As a result of his retirement on June 30, 2025, Mr. Alvarez was not awarded performance shares in 2025. |
2025 Grants of Plan-Based Awards
| (c) This section contains the restricted stock awarded on February 25, 2025 and June 26, 2025. The number of shares was determined based on the closing price of Popular’s common stock on the grant dates of February 25, 2025 ($100.37) and June 26, 2025 ($110.12). The shares will vest (i.e., no longer to be subject to forfeiture) in substantially equal annual instalments during the four years following the grant date. The Committee approved on February 25, 2025 a Long-Term |
2025 Grants of Plan-Based Awards
Award of 300% of Mr. Alvarez’ base salary consisting of 33,776 shares of restricted stock determined based on the closing price of the Corporation’s common stock on the grant date, February 25, 2025, with a one-year and four months vesting period, ending on June 30, 2026 (one year after his retirement). The restricted stock awarded to Mr. Alvarez is subject to certain restrictive covenants, including customary confidentiality covenants, as well as non-competition and non-solicit restrictions that extend for one year after his retirement date. On June 2025, the Committee granted the Prorated Equity Award for Mr. Alvarez based on his target opportunity under the long-term equity incentive equal to 300% of current base salary, prorated based on the six full calendar months of employment during 2025. This corresponded to $1,695,000 or 15,393 shares. The terms of the Prorated Equity Award were consistent with those of the restricted shares received by Mr. Alvarez in February 2025. In addition, at its June meeting, in recognition of Mr. Ferrer’s promotion to CEO, the Committee granted the Promotion Award, a one-time equity incentive award of $1,022,000 or 9,281 shares, based on the prorated value of his long-term equity incentive target opportunity for the six-month period of 2025 during which Mr. Ferrer was President and CEO. The terms of the Promotion Award were consistent with the restricted stock granted to Mr. Ferrer in February 2025.
2025 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 2025. We also included Mr. Alvarez Prorated Equity Award and Mr. Ferrer’s Promotion Award granted by the Committee on June 26,2025. |
2025 Grants of Plan-Based Awards
| (e) Mr. Ferrer was appointed President and Chief Executive Officer of the Corporation, succeeding Mr. Alvarez, effective July 1, 2025. |
2025 Grants of Plan-Based Awards
| (f) Mr. Alvarez voluntarily retired as Chief Executive Officer of the Corporation, effective June 30, 2025. |
2025 Outstanding Equity Awards at Fiscal Year End
2025 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, 2025, which was $124.52).
2025 Outstanding Equity Awards at Fiscal Year End
| Stock Awards | | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(a) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($) | | Javier D. Ferrer | 43,107 | $5,367,684 | 18,205 | $2,266,887 | | Ignacio Alvarez | 72,808 | 9,066,052 | 30,459 | 3,792,755 | | Jorge J. García | 10,741 | 1,337,469 | 9,711 | 1,209,214 | | Lidio V. Soriano | 19,738 | 2,457,776 | 9,711 | 1,209,214 | | Manuel Chinea | 10,777 | 1,341,952 | 8,371 | 1,042,357 | | Camille Burckhart | 17,626 | 2,194,790 | 8,644 | 1,076,351 |
2025 Outstanding Equity Awards at Fiscal Year End
| (a) Vesting dates of shares or units of stock that have not vested: |
2025 Outstanding Equity Awards at Fiscal Year End
| | Restricted Stock Awards | | | | | | | | | | | Performance Shares Award 2023(vii) | Total | | Name | 2011- 2014(i) | 2015(i) | 2016(i) | 2017(i) | 2018(i) | 2019(i) | 2020(ii) | 2022(iii) | 2023(iv) | 2024(v) | 2025(vi) | | | | Javier D. Ferrer | 0 | 1,820 | 2,166 | 840 | 992 | 992 | 1,194 | 1,520 | 4,567 | 6,188 | 15,852 | 6,976 | 43,107 | | Ignacio Alvarez(viii) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 49,169 | 23,639 | 72,808 | | Jorge J. García(ix) | 0 | 614 | 747 | 480 | 473 | 423 | 483 | 0 | 637 | 3,180 | 3,704 | 0 | 10,741 | | Lidio V. Soriano | 0 | 1,690 | 1,968 | 764 | 901 | 902 | 1,035 | 744 | 1,725 | 3,080 | 3,416 | 3,513 | 19,738 | | Manuel Chinea | 0 | 368 | 530 | 409 | 481 | 531 | 637 | 259 | 1,014 | 1,514 | 1,680 | 3,354 | 10,777 | | Camille Burckhart | 1,184 | 365 | 1,118 | 473 | 652 | 877 | 1,037 | 755 | 2,095 | 2,830 | 3,139 | 3,101 | 17,626 |
2025 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. |
2025 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. |
2025 Outstanding Equity Awards at Fiscal Year End
| (iii) | Shares vest in substantially equal annual installments during the four years following the grant date (February 22, 2022). Mr. García's grant was awarded in his role as a Division Manager, with a vesting period of three years. |
2025 Outstanding Equity Awards at Fiscal Year End
| (iv) Shares vest in substantially equal annual installments during the four years following the grant date (February 27, 2023). |
2025 Outstanding Equity Awards at Fiscal Year End
| (v) Shares vest in substantially equal annual installments during the four years following the grant date (February 22, 2024). |
2025 Outstanding Equity Awards at Fiscal Year End
| (vi) Shares vest in substantially equal annual installments during the four years following the grant date (February 25, 2025). The amount shown for Mr. García and Ms. Burckhart reflect their status as retirement non-eligible employees. All other amounts shown reflect the corresponding accelerated withholding available for retirement eligible employees. Due to Mr. Alvarez’s retirement on June 30, 2025, the shares corresponding to Mr. Alvarez’s award will vest on June 30, 2026. |
2025 Outstanding Equity Awards at Fiscal Year End
| (vii) | 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 2023 - 2025 performance cycle that ended on December 31, 2025. The shares were subject to continued time-based vesting until February 25, 2026. The dividend equivalents earned as of December 31, 2025 and subject to continued time-based vesting until February 25, 2026, were as follows: J. Ferrer, 637 shares; I. Alvarez, 2,157 shares; L. Soriano, 321 shares; M. Chinea, 307 shares; and C. Burckhart, 284 shares. |
2025 Outstanding Equity Awards at Fiscal Year End
| (viii) | Mr. Alvarez retired as CEO of the Corporation, effective June 30, 2025. |
2025 Outstanding Equity Awards at Fiscal Year End
| (b) Vesting dates of unearned shares, units or other rights that have not vested: |
2025 Outstanding Equity Awards at Fiscal Year End
| Name | 2024 Performance Shares Award(i) | 2025 Performance Shares Award(ii) | Total | | Javier D. Ferrer | 9,939 | 8,266 | 18,205 | | Ignacio Alvarez | 30,459 | — | 30,459 | | Jorge J. García | 5,301 | 4,410 | 9,711 | | Lidio V. Soriano | 5,301 | 4,410 | 9,711 | | Manuel Chinea | 4,569 | 3,802 | 8,371 | | Camille Burckhart | 4,720 | 3,924 | 8,644 |
2025 Outstanding Equity Awards at Fiscal Year End
| (i) The number of performance shares shown in the tables above is based on achievement of maximum performance. The shares vest on the day of the first scheduled meeting of the Committee in February 2027, subject to the Corporation’s achievement of the 2024-2026 performance goals as certified by the Committee in such meeting. |
2025 Outstanding Equity Awards at Fiscal Year End
| (ii) The number of performance shares shown in the tables above is based on achievement of maximum performance. The shares vest on the day of the first scheduled meeting of the Committee in February 2028, subject to the Corporation’s achievement of the 2025-2027 performance goals as certified by the Committee in such meeting. Refer to Note (b) of the Grants of Plan-Based Awards Table. |
2025 Option Exercises and Stock Vested Table
2025 Option Exercises and Stock Vested Table The following table includes certain information with respect to the vesting of stock awards during 2025.
2025 Option Exercises and Stock Vested Table
| | Stock Awards | | | Name | Number Of Shares Acquired On Vesting (#) | Value Realized On Vesting ($)(i) | | Javier D. Ferrer | 12,895 | $1,299,262 | | Ignacio Alvarez | 93,064 | 9,857,143 | | Jorge Garcia | 2,146 | 216,081 | | Lidio V. Soriano | 6,811 | 684,702 | | Manuel Chinea | 5,874 | 590,087 | | Camille Burckhart | 6,240 | 627,437 |
2025 Option Exercises and Stock Vested Table
| (i) Value represents the number of shares that vested multiplied by the closing market value of our common stock on the applicable vesting dates. The amount shown for Mr. Alvarez is attributed to his partial retirement vesting, which took effect on June 30, 2025. |
2025 Pension Benefits
2025 Pension Benefits The following table sets forth certain information with respect to the value of Pension Benefits accrued as of December 31, 2025 under Popular’s pension plan for the NEOs eligible to participate in such plan. Messrs. Ferrer, Alvarez, García and Soriano are not eligible to participate in the Retirement Plan.
2025 Pension Benefits
| Name | Plan Name | Number of Years of Credited Service Through April 30, 2009(a) | Present Value of Accumulated Benefit ($)(b) | Payments During Last Fiscal Year ($) | | Manuel Chinea | Retirement Plan | 11.750 | $172,386 | — | | Camille Burckhart | Retirement Plan | 4.417 | 19,668 | — |
2025 Pension Benefits
| (a) The number of years of credited service shown in this column were the number of years accumulated by Mr. Chinea and Ms. Burckhart until April 30, 2009, when the Retirement Plan was frozen with regard to all future benefit accruals. |
2025 Pension Benefits
| (b) 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. Among the participating NEOs, Mr. Chinea 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. |
2025 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.
2025 Non-Qualified Deferred Compensation
2025 Non-Qualified Deferred Compensation The following table shows nonqualified deferred compensation activity and balances attributable to NEOs who participate in the corresponding plan.
2025 Non-Qualified Deferred Compensation
| Name | NEO Contribution in Last FY 2025(a) | Registrant Contribution in Last FY (2025) | Aggregate Earnings in Last FY (2025)(b) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE (12/31/2025)(c) | | Javier D. Ferrer | $266,605 | — | $239,674 | — | $2,250,075 | | Ignacio Alvarez | 674,703 | — | 453,748 | — | 4,486,550 | | Manuel Chinea | — | — | 252,056 | — | $3,530,463 |
2025 Non-Qualified Deferred Compensation
| (a) Amounts reported in this column are included in the Salary, Bonus and Non-Equity Incentive Plan Compensation columns of the 2025 Summary Compensation Table. |
2025 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. |
2025 Non-Qualified Deferred Compensation
| (c) Amounts reported in this column were reported in the Salary column of the Summary Compensation Table of previous years or in the Aggregate Earnings in the Last FY column of the Non-Qualified Deferred Compensation table of previous years. |
2025 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. Installment distributions are also permitted to qualifying participants. Withdrawals during participant’s service are allowed due to financial hardship and post-secondary education. During 2025, Messrs. Ferrer and Alvarez participated in this plan. Popular North America, Inc. Deferral Plan. The Popular North America, Inc. Deferral Plan (“PNA Deferral Plan”) is an unfunded plan of deferred compensation for a select group of management or highly compensated employees of Popular North America, Inc. 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. Benefits are normally distributed upon termination of employment, death or disability. Installment distributions are also permitted to qualifying participants. Withdrawals during participant’s service are allowed due to financial hardship and post-secondary education. During 2025, Mr. Chinea participated in this plan. 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.
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 titled “Former CEO Service Agreement” for information regarding post-retirement agreements entered into by Mr. Alvarez. 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. Retirement of CEO. As previously disclosed, and outlined in the 2025 Summary Compensation Table, Mr. Alvarez retired from the position of CEO on June 30, 2025. In connection with his voluntary retirement, the Committee approved: (i) a long-term equity incentive award of $3,390,000 in restricted stock corresponding to Mr. Alvarez LTI target opportunity of 300% of base salary upon consideration of the Corporation’s and Mr. Alvarez’ performance during fiscal year 2024; (ii) a prorated equity award for his performance during the first six months of 2025 of $1,695,000 in restricted stock (based on his full-year 300% LTI target opportunity); and (iii) a prorated short-term incentive cash award upon consideration of the Corporation’s and Mr. Alvarez’ performance during the first six months of 2025 of $1,023,441 (prorated for six full calendar months based on his full-year target opportunity of 135% of base salary). In addition, the Corporation and Mr. Alvarez entered into a six-month service agreement pursuant to which Mr. Alvarez would provide consulting services to facilitate the transition of CEO responsibilities to his successor and support general business needs. During the term of the service agreement, Mr. Alvarez received a monthly consulting fee of $47,000 and was subject to certain restrictive covenants. The following table and footnotes describe certain potential payments that each NEO that is a current employee would receive upon termination of employment or a change in control as of December 31, 2025. The table does not include:
Potential Payments Upon Termination or Change In Control
| • | compensation or benefits previously earned by the NEO or equity awards that are fully vested, including benefits under the Savings and Investment Plans described above; |
Potential Payments Upon Termination or Change In Control
| • | the value of pension benefits that are disclosed in the Pension Benefits table above; |
Potential Payments Upon Termination or Change In Control
| • | the amounts payable under deferred compensation plans that are disclosed in the Nonqualified Deferred Compensation Plan table above; and |
Potential Payments Upon Termination or Change In Control
| • | the severance amounts payable under Law 80. |
Potential Payments Upon Termination or Change In Control
| | | Long-Term Incentive Plan($)(b) | | | Name and Termination Scenarios(a) | Total ($) | Restricted Stock | Performance Shares | | Javier D. Ferrer | | | | | Retirement(c) | $5,367,684 | $5,367,684 | $— | | Death & Disability | 6,878,858 | 5,367,684 | 1,511,175 | | Change in Control(d) | 6,878,858 | 5,367,684 | 1,511,175 | | Resignation(e) | 5,367,684 | 5,367,684 | — | | Termination With Cause | — | — | — | | Termination Without Cause(e) | 6,146,432 | 5,367,684 | 778,748 | | Jorge J. García | | | | | Retirement(c) | — | — | — | | Death & Disability | 2,143,611 | 1,337,469 | 806,142 | | Change in Control(d) | 2,143,611 | 1,337,469 | 806,142 | | Resignation(e) | — | — | — | | Termination With Cause | — | — | — | | Termination Without Cause(e) | 1,299,701 | 884,302 | 415,399 | | Lidio V. Soriano | | | | | Retirement(c) | 2,457,776 | 2,457,776 | — | | Death & Disability | 3,263,918 | 2,457,776 | 806,142 | | Change in Control(d) | 3,263,918 | 2,457,776 | 806,142 | | Resignation(e) | 2,457,776 | 2,457,776 | — | | Termination With Cause | — | — | — | | Termination Without Cause(e) | 2,873,175 | 2,457,776 | 415,399 |
Potential Payments Upon Termination or Change In Control
| | | Long-Term Incentive Plan($)(b) | | | Name and Termination Scenarios(a) | Total ($) | Restricted Stock | Performance Shares | | Manuel Chinea | | | | | Retirement(c) | 1,341,952 | 1,341,952 | — | | Death & Disability | 2,036,774 | 1,341,952 | 694,822 | | Change in Control(d) | 2,036,774 | 1,341,952 | 694,822 | | Resignation(e) | 1,341,952 | 1,341,952 | — | | Termination With Cause | — | — | — | | Termination Without Cause(e) | 1,699,989 | 1,341,952 | 358,037 | | Camille Burckhart | | | | | Retirement(c) | — | — | — | | Death & Disability | 2,912,274 | 2,194,790 | 717,484 | | Change in Control(d) | 2,912,274 | 2,194,790 | 717,484 | | Resignation(e) | — | — | — | | Termination With Cause | — | — | — | | Termination Without Cause(e) | 1,823,624 | 1,453,883 | 369,741 |
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. |
Potential Payments Upon Termination or Change In Control
| (b) Values of equity grants are based on $124.52, the closing price of Popular’s common stock as of December 31, 2025. Amounts paid with respect to incentive awards granted after September 25, 2014 are subject to clawback in accordance with Popular’s Incentive Recoupment Guideline and Compensation Recoupment Policy, as applicable, 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. |
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 |
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. |
Potential Payments Upon Termination or Change In Control
| (d) Outstanding awards are subject to double trigger for accelerated vesting in the event of a change in control. The following amounts are subject to double trigger: J. Ferrer, $6,878,858; J. García, $2,143,612; L. Soriano, $3,263,918; M. Chinea, $2,036,774; and C. Burckhart, $2,900,444. Only one grant for Ms. Burckhart is subject to single trigger and the amount for such outstanding award is: $11,829. |
Potential Payments Upon Termination or Change In Control
| (e) For J. Ferrer, L. Soriano 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. |
CEO Pay Ratio
CEO Pay Ratio The table below sets forth comparative information regarding (A) the 2025 annual total compensation of Mr. Ferrer, our current CEO, (B) the 2025 annual total compensation of our median employee identified in 2025, and (C) the ratio of our CEO’s 2025 annual total compensation compared to the 2025 annual total compensation of our median employee. For 2025, the ratio of Mr. Ferrer’s 2025 annual total compensation to the 2025 annual total compensation of our median employee was approximately 102 to 1.
CEO Pay Ratio
| CEO 2025 annual total compensation (A) | $5,679,859 | | Median employee 2025 annual total compensation (B) | $55,618 | | Ratio of (A) to (B) | 102:1 |
CEO Pay Ratio
The pay ratio rules allow issuers to use the same median employee for comparison purposes for up to three years. Since we last identified our median employee in 2022 (for 2023 Proxy Statement), a new median employee was selected in 2025 (for 2026 Proxy Statement). As of December 14, 2025, when our median employee was selected, our global employee population consisted of 9,442 individuals, including full-time, part-time, temporary, and seasonal employees. U.S. employees comprised 9,352 of global employees and 90 were non-U.S. employees. In determining the identity of our median employee, we excluded 90 employees from the following countries, which in aggregate represents less than 5% of our workforce: Costa Rica (19 employees); Colombia (36 employees) and British Virgin Islands (35 employees). After excluding the countries and employees described above, we determined the identity of our median employee from a total population of 9,352 U.S. employees as of December 14, 2025, which was the closing date for the last payroll period in 2025 for our non-exempt employees. Compensation data for these employees was gathered as of the last date of the 2025 payroll period for non-exempt and exempt employees, December 14, 2025 and December 21, 2025, respectively (excluding our 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 2025 (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 2025 annual total compensation of the median employee and our CEO were determined using the same methodology that we use to determine our NEOs’ annual total compensation for the 2025 Summary Compensation Table in this Proxy Statement. Since Mr. Ferrer served as President and CEO of the Corporation for the last six months of 2025, we calculated his 2025 compensation for purposes of the CEO Pay Ratio disclosure as if he had served as CEO for the full year.
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 Javier Ferrer and former CEO Ignacio Alvarez 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.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Fiscal Year | Summary Compensation Table Total for Current CEO(i) | Summary Compensation Table Total for Former CEO(i) | Compensation Actually Paid to Current CEO(ii) | Compensation Actually Paid to Former CEO(ii) | Average Summary Compensation Table Total for Non-CEO NEOs(i) | Average Compensation Actually paid to Non-CEO NEOs(ii) | Value of Fixed $100 Investment Based on(iii): | | Net Income(iv) ($ in thousands) | Company Selected Measure: ROTCE adjusted(v) | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $4,825,287 | $7,062,984 | $7,088,367 | $11,378,580 | $1,859,810 | $2,830,443 | $255.34 | $149.11 | $833,159 | 11.02% | | 2024 | 2,734,293 | 6,158,410 | 3,196,403 | 7,533,058 | 1,782,187 | 2,024,715 | 187.73 | 139.29 | 614,212 | 10.00% | | 2023 | 2,586,441 | 5,768,783 | 3,392,503 | 8,623,364 | 1,910,127 | 2,524,242 | 159.32 | 115.53 | 541,342 | 10.19% | | 2022 | 2,573,296 | 6,323,708 | 2,278,598 | 5,415,141 | 2,022,253 | 1,811,951 | 124.06 | 119.64 | 1,102,641 | 15.47% | | 2021 | 1,917,319 | 5,119,158 | 3,078,226 | 10,039,211 | 1,761,108 | 2,847,634 | 149.05 | 142.91 | 934,889 | 18.47% |
Pay Versus Performance Table
| (i) On July 2025 Mr. Ferrer was appointed to CEO and from January 2021 through June 2025 our former CEO was |
Pay Versus Performance Table
Mr. Alvarez. Non-CEO NEOs refers to our NEOs 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 2024 the Non-CEO NEOs were: Messrs. J. García, C. Vázquez, J. Ferrer, L. Soriano and M. Chinea. For 2025, the Non-CEO NEOs were: Messrs. J. García, L. Soriano and M. Chinea and Ms. C. Burckhart.
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. |
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: |
Pay Versus Performance Table
| | Current CEO | | | Former 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) | 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 Added to CAP Amount(b) | | 2025 | $2,315,076 | — | $4,578,156 | $5,085,000 | — | $9,400,596 | $622,103 | $883 | $1,593,619 |
Pay Versus Performance Table
| (a) This column contains the required accounting representation of the annual change in present value of the pension benefit as of December 31st. No additional pension benefits were earned in 2025, as the Corporation’s defined benefit plans have been frozen since 2009. The 2025 increase for Non-CEO NEOs was mainly due to a decrease in the interest rates used for measuring plan liabilities. Present value for changes in pension value was determined using year-end Statement of Financial Accounting Standard Codification Topic 715 assumptions with the following exception: payments are assumed to begin at the earliest possible retirement date at which benefits are unreduced (age 55 with 10 years of service). |
Pay Versus Performance Table
| (b) The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance Table
| | Year | Year-end fair value of equity awards granted during the year ($) | 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 ($) | Total equity award adjustments ($)(B) | | Current CEO | 2025 | $2,964,730 | $1,398,112 | $54,327 | $84,329 | — | $76,659 | $4,578,156 | | Former CEO | 2025 | 6,122,524 | 2,496,853 | — | 626,127 | — | 155,092 | 9,400,596 | | Non-CEO NEOs | 2025 | 867,514 | 625,365 | 31,265 | 33,749 | — | 35,726 | 1,593,619 |
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. |
Pay Versus Performance Table
| (B) The values shown in this column have been rounded to the nearest dollar. |
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, 2025. |
Pay Versus Performance Table
| (v) Adjusted Return on Tangible Common Equity (“ROTCE”) measures how well the Corporation’s management is using its capital from investors to generate profits. ROTCE 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. |
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 2025 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.
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 $100 investment on December 31, 2020 and the value at the end of 2021, 2022, 2023, 2024 and 2025, based on the respective stock prices and reinvestment of dividends. In addition, the graph below describes the 5-year (2021-2025) relationship between the current CEO, former CEO and other Non-CEO NEOs compensation actually paid and the Corporation’s TSR.
Compensation Actually Paid vs. Net Income
Compensation Actually Paid vs. Net Income The graph below describes the 5-year (2021-2025) relationship between the current CEO, former CEO and other Non-CEO NEOs’ compensation actually paid and the Corporation’s net income.
Compensation Actually Paid vs. ROTCE (adjusted)
Compensation Actually Paid vs. ROTCE (adjusted) The graph below describes the 5-year (2021-2025) relationship between the current CEO, former CEO and other Non-CEO NEOs’ compensation actually paid and the Corporation’s adjusted ROTCE. The following were the most important financial performance measures, as determined by the Corporation, that link compensation actually paid to our current CEO, former CEO and Non-CEO NEOs to the Corporation’s performance for the most recently completed fiscal year:
Compensation Actually Paid vs. ROTCE (adjusted)
| Most Important Performance Measures | | Net Income | | Total Shareholder Return (TSR) | | Return on Tangible Common Equity (ROTCE – adjusted) |
Compensation of Non-Employee Directors
Compensation of Non-Employee Directors
Compensation of Directors
Compensation of Directors
2025 Non-Employee Director Summary Compensation Table
| Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(c) | Total ($) | | Alejandro M. Ballester | $110,000 | $178,535 | — | — | — | $— | $288,535 | | Robert Carrady | — | 289,080 | — | — | — | — | 289,080 | | Richard L. Carrión | 235,000 | 177,395 | — | — | — | 22,665 | 435,060 | | Bertil E. Chappuis | — | 252,845 | — | — | — | — | 252,845 | | Betty DeVita | 85,000 | 158,665 | — | — | — | — | 243,665 | | John W. Diercksen(d) | — | 76,622 | — | — | — | — | 76,622 | | María Luisa Ferré | 110,000 | 214,011 | — | — | — | — | 324,011 | | C. Kim Goodwin | 120,000 | 178,535 | — | — | — | — | 298,535 | | José R. Rodríguez | — | 293,480 | — | — | — | — | 293,480 | | Alejandro M. Sánchez | 85,000 | 135,000 | — | — | — | — | 220,000 | | Myrna M. Soto(e) | 85,000 | 190,972 | — | — | — | — | 275,972 | | Carlos A. Unanue | — | 289,080 | — | — | — | — | 289,080 |
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 February 25, 2026, Ms. Myrna M. Soto informed the Board of her decision not to stand for re-election to the Corporation’s Board upon the expiration of her current term, which expires at the Corporation's 2026 Annual Meeting of Shareholders. In connection with Ms. Soto’s retirement as a member of the Board, the Board determined to reduce the size of the Board from 12 to 11 directors, to be effective as of the Corporation’s 2026 Annual Meeting of Shareholders. At this year’s annual meeting, all nominees are currently incumbent directors. All nominees are being nominated for election to serve until the 2027 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 11 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 11 nominees for election as director at the 2026 Annual Meeting of Shareholders are Alejandro M. Ballester, Robert Carrady, Richard L. Carrión, Bertil E. Chappuis, Betty DeVita, María Luisa Ferré Rangel, Javier D. Ferrer, C. Kim Goodwin, José R. Rodríguez, Alejandro M. Sánchez 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.
Election of Directors
| OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH NOMINEE TO THE BOARD | |