Popular, Inc. Announces 2024 Annual Meeting of Shareholders

Ticker: BPOPM · Form: DEF 14A · Filed: Mar 27, 2024 · CIK: 763901

Popular, Inc. DEF 14A Filing Summary
FieldDetail
CompanyPopular, Inc. (BPOPM)
Form TypeDEF 14A
Filed DateMar 27, 2024
Risk Level
Pages14
Reading Time17 min
Key Dollar Amounts$1.9 b, $1.0 b, $2.6 billion, $144 million, $0.55
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Shareholder Vote, Executive Compensation, Auditor Ratification

TL;DR

<b>Popular, Inc. invites shareholders to its 2024 Annual Meeting on May 9th to vote on director elections, executive compensation, and auditor ratification.</b>

AI Summary

POPULAR, INC. (BPOPM) filed a Proxy Statement (DEF 14A) with the SEC on March 27, 2024. Popular, Inc. will hold its 2024 Annual Meeting of Shareholders on May 9, 2024, at 9:00 a.m. AST in San Juan, Puerto Rico. The meeting agenda includes the election of 13 director candidates for a one-year term. Shareholders will vote on an advisory resolution to approve executive compensation. The ratification of PricewaterhouseCoopers LLP as the independent registered public accountants for 2024 is also on the agenda. The company reported solid financial results in 2023, with significant increases in loans, deposits, and unique customers.

Why It Matters

For investors and stakeholders tracking POPULAR, INC., this filing contains several important signals. Shareholder participation is crucial for the election of directors and approval of executive compensation, directly impacting corporate governance and management oversight. The ratification of the independent auditor ensures continued financial transparency and compliance with regulatory standards.

Risk Assessment

Risk Level: — POPULAR, INC. shows moderate risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational disclosures that would indicate high risk.

Analyst Insight

Shareholders should review the director nominees and executive compensation proposals before voting to ensure alignment with their investment interests.

Key Numbers

  • 13 — Director Candidates (Number of candidates for election to the Board of Directors.)
  • 2024 — Fiscal Year (Year for which PricewaterhouseCoopers LLP is proposed as auditor.)

Key Players & Entities

  • Popular, Inc. (company) — Registrant and filer of the proxy statement.
  • PricewaterhouseCoopers LLP (company) — Proposed independent registered public accountants.
  • May 9, 2024 (date) — Date of the 2024 Annual Meeting of Shareholders.
  • 2023 (date) — Year for which financial results were reported.

FAQ

When did POPULAR, INC. file this DEF 14A?

POPULAR, INC. filed this Proxy Statement (DEF 14A) with the SEC on March 27, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by POPULAR, INC. (BPOPM).

Where can I read the original DEF 14A filing from POPULAR, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by POPULAR, INC..

What are the key takeaways from POPULAR, INC.'s DEF 14A?

POPULAR, INC. filed this DEF 14A on March 27, 2024. Key takeaways: Popular, Inc. will hold its 2024 Annual Meeting of Shareholders on May 9, 2024, at 9:00 a.m. AST in San Juan, Puerto Rico.. The meeting agenda includes the election of 13 director candidates for a one-year term.. Shareholders will vote on an advisory resolution to approve executive compensation..

Is POPULAR, INC. a risky investment based on this filing?

Based on this DEF 14A, POPULAR, INC. presents a moderate-risk profile. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational disclosures that would indicate high risk.

What should investors do after reading POPULAR, INC.'s DEF 14A?

Shareholders should review the director nominees and executive compensation proposals before voting to ensure alignment with their investment interests. The overall sentiment from this filing is neutral.

How does POPULAR, INC. compare to its industry peers?

Popular, Inc. operates within the commercial banking sector, providing financial services primarily in Puerto Rico.

Are there regulatory concerns for POPULAR, INC.?

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a) concerning proxy solicitations.

Industry Context

Popular, Inc. operates within the commercial banking sector, providing financial services primarily in Puerto Rico.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a) concerning proxy solicitations.

What Investors Should Do

  1. Review the biographies and qualifications of the 13 director nominees.
  2. Evaluate the advisory vote on executive compensation to understand management's pay structure.
  3. Confirm the ratification of PricewaterhouseCoopers LLP as the independent auditor.

Key Dates

  • 2024-05-09: 2024 Annual Meeting of Shareholders — Shareholders will vote on key corporate matters including director elections and executive compensation.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a definitive proxy statement for an annual meeting, and does not contain comparative financial data from a previous filing.

Filing Stats: 4,300 words · 17 min read · ~14 pages · Grade level 14.3 · Accepted 2024-03-27 10:39:09

Key Financial Figures

  • $1.9 b — uring 2023, we increased total loans by $1.9 billion, led by commercial loans, which r
  • $1.0 b — Popular grew total loans during 2023 by $1.0 billion, principally in commercial and co
  • $2.6 billion — loans, and increased total deposits by $2.6 billion (of which approximately $144 million co
  • $144 million — by $2.6 billion (of which approximately $144 million correspond to intercompany deposits), p
  • $0.55 — he quarterly common stock dividend from $0.55 to $0.62 per share. As of December 31,
  • $0.62 — rly common stock dividend from $0.55 to $0.62 per share. As of December 31, 2023, tan
  • $59 — 2023, tangible book value per share was $59.74, a 33% increase from 2022. Transfo
  • $12 million — t during 2023 amounted to approximately $12 million. We also maintained a strong branch pre
  • $541.3 m — come for 2023 amounted to approximately $541.3 million, compared to $1.1 billion in 2022
  • $1.1 billion — proximately $541.3 million, compared to $1.1 billion in 2022. Excluding the $45.3 million af
  • $45.3 million — to $1.1 billion in 2022. Excluding the $45.3 million after-tax impact of the FDIC Special As
  • $586.6 m — ome for the year 2023 was approximately $586.6 million, compared to an adjusted net inco
  • $807.8 million — , compared to an adjusted net income of $807.8 million in 2022. This variance was mainly drive
  • $59.74 — 6.3%. Tangible book value per share was $59.74 as of December 31, 2023, a 33% increase
  • $82 — S Popular, Inc. shares closed 2023 at $82.07, a 24% increase when compared to yea

Filing Documents

Executive Compensation Program Highlights

Executive Compensation Program Highlights 5 II Corporate Governance, Directors and Executive Officers 8 Corporate Governance 8 Key Corporate Governance Features 8 Board of Directors and Nominees' Independence 9 Board Leadership 10 Board Meetings and Executive Sessions 10 Board Evaluation Process 11 Director Onboarding and Continuing Education 12 Management Succession Planning 12 Hedging and Pledging Policy 12 Code of Ethics 12 Membership in Board Committees 13 Committees of the Board 14 Board Oversight of Risk Management 16 Board Diversity, Experience and Skills 18 Nomination of Directors 20 Corporate Responsibility and Sustainability 20 Communication with the Board 23 Where to Find More Information on Governance 23 Directors and Executive Officers 24 Nominees for Election as Directors 24 Executive Officers 35 Certain Relationships and Transactions 40 III Executive and Director Compensation 43 Compensation Discussion and Analysis 43 Overview 43 Compensation Objectives and Components 47 2023 Executive Compensation Program and Pay Decisions 48 Governance and Assessment of Executive Compensation 56 Other Aspects of Our Executive Compensation Program 58 Risk Mitigation 59 Report of the Talent and Compensation Committee 59 2023 Executive Compensation Tables and Compensation Information 60 2023 Summary Compensation Table 60 2023 Grants of Plan-Based Awards 61 2023 Outstanding Equity Awards at Fiscal Year End 62 2023 Option Exercises and Stock Vested Table 63 Post-Termination Compensation 64 CEO Pay Ratio 68 TABLE OF CONTENTS Pay Versus Performance 68 Compensation of Non-Employee Directors 72 Compensation of Directors 72 Director Stock Ownership Requirements 72 2023 Non-Employee Director Summary Compensation Table 73 IV Security Ownership of Certain Beneficial Owners and Management 74 Benef

Executive Compensation Highlights

Executive Compensation Highlights 2023 Corporate Highlights During 2023, Popular delivered solid results despite operating in a challenging environment, which included high interest rates, geopolitical uncertainty and disruptions in the banking industry during the first half of the year. The Corporation obtained strong earnings and robust loan growth, while maintaining stable credit quality and expanding its customer base. During 2023, Popular celebrated its 130 th anniversary. Furthermore, to underscore Popular's mission to help customers reach and exceed their financial milestones, invigorate the local economies in the markets in which the Corporation operates and promote the development and well-being of our colleagues, the Corporation launched during 2023 a renewed corporate purpose: "Putting People at the Center of Progress". Puerto Rico Popular remained as the market leader in Puerto Rico in auto loans and leases, personal loans, credit cards, mortgage loan origination, commercial loans and total deposits. During 2023, we increased total loans by $1.9 billion, led by commercial loans, which reflects the continued strength of the Puerto Rico economy and our diversified product offering. Banco Popular de Puerto Rico ("BPPR") also achieved a net interest margin of 3.20% (up from 3.06% in 2022). As of 2023 year-end, Popular served over 2 million unique customers in Puerto Rico. Furthermore, our digital channels captured approximately 62% of total deposit transactions and Mi Banco (our online platform) active customers exceeded 1.1 million. United States In the mainland United States, Popular grew total loans during 2023 by $1.0 billion, principally in commercial and construction loans, and increased total deposits by $2.6 billion (of which approximately $144 million correspond to intercompany deposits), principally driven by time and savings deposits captured by Popular Bank's online channel. Capital Strategy Over the past two years, the Corporation

Executive Compensation Program Highlights

Executive Compensation Program Highlights Our executive compensation program is designed to motivate and reward performance, align executives with shareholder interests, promote long-term shareholder value, attract and retain highly qualified executives, and mitigate conduct that may promote improper sales practices or excessive or unnecessary risk taking. Our program is premised upon: Pay-For-Performance Focus on variable, incentive-based pay (61%-80% of total target NEO pay is performance-based) Combination of short-term (cash) and long-term (equity) incentives Equity awards to promote performance and retain high-performing talent Total compensation opportunity targeted at median of our peer group No special retirement or severance programs Limited perquisites Strong Governance Incentivized risk mitigation through balanced compensation design and strong internal control framework No speculative transactions in Popular's securities nor pledging or hedging of our securities Compensation Recoupment (clawback) Policy Annual say-on-pay advisory vote Independent compensation consultant Compensation governance framework that establishes the guiding principles we use to develop our employee compensation programs and design the incentives available to executives Executive alignment with long-term shareholder value Stock ownership requirements for our executive officers Extended equity vesting (over a four-year period) Double-trigger equity vesting upon change in control PROXY STATEMENT SUMMARY|5 TABLE OF CONTENTS Pay Mix in the Compensation Program Our executive compensation program focuses on the achievement of annual and long-term goals that generate sustained company performance and strong returns to our shareholders. As illustrated in the graphs below, in 2023, 80% of total target compensation for the President and CEO and 63% on average for the other NEOs was at-risk, Base Sal

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