Sector: Financials
POPULAR INC · Meeting: May 8, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2010 with deep Puerto Rico business expertise; BPOP's 3-year return of 177.9% outpaces the peer group median by +111.6pp, far exceeding the 65pp threshold needed to trigger a no vote, and no overboarding, attendance, or independence concerns are present.
Director since 2019 with strong Caribbean business leadership experience; the company's outstanding 3-year stock performance clears the peer-group TSR threshold by a wide margin and no other policy flags apply.
Non-independent Chairman and former CEO since 1991 who serves only on the Technology Committee (no audit or compensation committee membership), so no independence-on-committee concern is triggered; BPOP's exceptional 3-year TSR of 177.9% versus the peer median of 66.3% (+111.6pp advantage) means the TSR trigger does not fire, and his 49 years of banking experience provide clear board value.
Director since 2024, joining within the past 24 months and therefore exempt from the TSR trigger under policy; brings strong technology and AI expertise relevant to Popular's transformation strategy.
Director since 2021 with 44 years of banking and payments experience; BPOP's 3-year TSR substantially outperforms the peer median, no overboarding or attendance concerns exist, and her fintech background is directly relevant to Popular's digital transformation.
Lead Independent Director since 2004 with extensive governance and Puerto Rico market expertise; holds one outside public company board seat (W.R. Berkley) well within the four-board limit, and BPOP's peer-relative TSR performance is strongly positive, clearing all TSR thresholds.
CEO and Director since 2025, joining within the past 24 months and therefore exempt from the TSR trigger; as the sitting CEO he holds no outside public company board seats, satisfying the overboarding policy, and his deep operational knowledge of Popular is directly relevant.
Director since 2011 with strong financial expertise and one outside public company board seat (TJX); serves as financial expert on the Audit Committee and Risk Management Committee chair, attendance exceeds 93%, and BPOP's TSR performance far exceeds the peer-group threshold.
Director since 2021 with 41 years as a CPA and former KPMG audit partner, providing strong financial expertise as Audit Committee Chair; holds one outside public company board seat (Primoris Services), and no TSR, overboarding, attendance, or independence flags apply.
Director since 2023 with over 30 years of banking industry experience; holds two outside public company board seats (Republic Bancorp and Business First Bancshares) in addition to Popular — totaling three public company boards — which is within the four-board policy limit, and no other flags apply.
Director since 2010 with deep knowledge of Puerto Rico and U.S. markets through Goya Foods; attendance exceeds 93%, no outside public company board seats are disclosed, and BPOP's strong relative TSR performance clears all applicable thresholds.
All 11 director nominees receive a FOR vote. Popular's 3-year price return of 177.9% outperforms the company-disclosed peer group median of 66.3% by +111.6 percentage points, far exceeding the 65pp underperformance threshold required to trigger a no vote for directors with strong positive absolute returns. No directors are overboarded under policy limits, all attended 93% or more of meetings, no non-independent directors sit on the audit or compensation committees, and no familial relationships with senior management are identified among nominees. Bertil Chappuis and Javier Ferrer joined within the past 24 months and are exempt from the TSR trigger regardless.
CEO
Javier D. Ferrer
Total Comp
$4,825,287
Prior Support
97.6%%
The new CEO, Javier D. Ferrer, received total compensation of approximately $4.8 million in 2025, a year in which he served as CEO for only the second half of the year, making this reasonable for a regional bank CEO of Popular's scale. The compensation program is strongly performance-based — 81% of the CEO's target pay is at-risk through short-term cash bonuses and long-term stock awards tied to total shareholder return and return on tangible equity, well above the policy's 50-60% threshold — and BPOP's 3-year stock return of 177.9% substantially outperforms its peer group median of 66.3%, confirming strong pay-for-performance alignment. Prior shareholder support was an exceptionally strong 97.6% in 2025, the program includes a meaningful clawback policy, and no individual executive pay benchmark concerns are flagged.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm, appropriate for Popular's approximately $8.9 billion market cap and complex banking operations. Auditor fee data was not extractable from the provided filing text, so no non-audit fee ratio trigger can be confirmed; per policy, the tenure trigger requires confirmed data to fire and tenure is not stated in the provided text, so no negative trigger is activated. The default FOR vote applies with no confirmed policy flags.
Popular Inc.'s 2026 annual meeting ballot is straightforward and shareholder-friendly across all key proposals. The company delivered exceptional stock performance over the past three years — a 177.9% total return that outpaces its disclosed peer group by over 111 percentage points and the community bank benchmark QABA by over 135 percentage points — providing a strong foundation for FOR votes on the full director slate and Say on Pay. The compensation program is heavily performance-linked, the prior Say on Pay vote was 97.6% in favor, and no material governance red flags (overboarding, independence failures, or auditor concerns) are identified among the proposals.
19 companies disclosed in 2026 proxy filing
