POPULAR INC (BPOP)
Sector: Financials
2026 Annual Meeting Analysis
POPULAR INC · Meeting: May 8, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2010 with relevant Puerto Rico business expertise; BPOP's 3-year total shareholder return of +168% outpaces the QABA benchmark by +125.3 percentage points, well above the 65-point threshold needed to trigger a concern, and attendance exceeds the 75% minimum.
Director since 2019 with Caribbean business leadership experience; strong stock outperformance vs. QABA removes any TSR concern, and no overboarding or attendance issues are present.
Non-independent director and former long-time CEO serving as Chairman since 1991; BPOP's outstanding 3-year TSR of +168% vs. the QABA benchmark (+125.3pp above threshold) means the TSR trigger does not apply, and no overboarding issues are noted given his single listed-company board role.
Director since 2024, within the 24-month exemption window, so the TSR trigger does not apply; brings strong technology and AI strategy experience relevant to Popular's digital transformation.
Director since 2021 with deep fintech and payments expertise; BPOP's exceptional TSR performance vs. QABA eliminates any performance concern, and no overboarding or attendance issues are present.
Lead Independent Director since 2004 with extensive governance and Puerto Rico market expertise; BPOP's strong outperformance vs. QABA is well above the trigger threshold, and she holds only two public board seats (Popular and W.R. Berkley), within the four-board limit.
CEO and director since 2025, within the 24-month exemption window, so the TSR trigger does not apply; as the newly appointed CEO he brings deep institutional knowledge of Popular's operations and strategy.
Director since 2011 with strong financial expertise serving as Audit Committee Financial Expert and Risk Management Committee Chair; BPOP's TSR far exceeds the QABA benchmark and she holds only two public board seats, within policy limits.
Director since 2021 and a certified public accountant with 41 years of audit experience, serving as Audit Committee Chair and Financial Expert; BPOP's TSR performance vs. QABA is well above the trigger threshold and he holds two public board seats, within limits.
Director since 2023 with over 30 years of banking industry experience; BPOP's strong TSR outperformance vs. QABA eliminates any performance concern, and he holds three public board seats (Popular, Republic Bancorp, Business First Bancshares), which is within the four-board limit.
Director since 2010 with deep knowledge of Popular's Puerto Rico and U.S. markets through Goya Foods; BPOP's exceptional TSR vs. QABA removes any performance concern and no overboarding or attendance issues are present.
All 11 director nominees receive a FOR vote. BPOP's 3-year total shareholder return of +168% outpaces the QABA — First Trust NASDAQ ABA Community Bank Index benchmark by +125.3 percentage points, far exceeding the 65-point threshold required to trigger performance concerns, so no director faces a TSR-based challenge. No director is overboarded, all attended at least 93% of meetings, and the board is 9 of 11 independent with appropriate financial expertise on the audit committee.
Say on Pay
✓ FORCEO
Javier D. Ferrer
Total Comp
$4,825,287
Prior Support
97.6%%
CEO Javier D. Ferrer received total compensation of approximately $4.83 million in his first year as CEO (effective July 1, 2025), which is reasonable for the CEO of a ~$8.9B regional bank and reflects a mid-year promotion with prorated pay components. The pay program is strongly performance-oriented — 81% of the CEO's total target pay is variable and at-risk, combining annual cash incentives tied to net income and return on tangible common equity with long-term equity awards that include performance shares measured over three years on relative total shareholder return and absolute return on tangible common equity. BPOP's stock returned +168% over three years, far outpacing the QABA — First Trust NASDAQ ABA Community Bank Index, and the prior Say on Pay vote received 97.6% shareholder support, signaling broad approval of the compensation structure.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm appropriate for Popular's ~$8.9B market cap; the proxy filing does not provide a fee breakdown table in the excerpted text so the non-audit fee ratio cannot be calculated, but per policy, tenure trigger requires confirmed data to fire and the default vote is FOR in the absence of disqualifying evidence.
Overall Assessment
The 2026 Popular Inc. annual meeting ballot presents a straightforward set of proposals against a backdrop of exceptional company performance — BPOP's 3-year total shareholder return of +168% outpaces the QABA — First Trust NASDAQ ABA Community Bank Index by over 125 percentage points, supporting FOR votes on all 11 director nominees and the Say on Pay proposal. The compensation program is well-structured with 81% at-risk pay for the CEO, a robust clawback policy, and 97.6% prior-year shareholder support, while the two charter amendment proposals represent governance modernization consistent with industry practice.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing