Popular (BPOP) Proxy Filing summary

Executive summary

• 2024 saw strong financial performance with net income of $614.2M, 6% loan growth, stable credit quality, and robust capital levels; adjusted net income rose 10% year-over-year to $646.1M, driven by higher net interest income and offset by increased credit loss provisions and operating expenses.

• Transformation initiatives advanced, modernizing customer channels, enhancing digital platforms, and embedding a renewed corporate purpose focused on people, community, and sustainable value.

• CEO Ignacio Alvarez will retire June 30, 2025, succeeded by Javier D. Ferrer; two directors, including the Lead Independent Director, will also retire, reducing the board to 11 members.

Voting matters and shareholder proposals

• Shareholders will vote on electing 11 directors for a one-year term, an advisory say-on-pay vote on executive compensation, and ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• 11 of 13 current directors are independent; all board committees are fully independent.

• Board diversity includes gender, ethnicity, and a range of business, technology, and risk expertise.

• Annual board, committee, and individual self-assessments are conducted, with an independent third-party review every three years.

• Lead Independent Director role transitions to María Luisa Ferré Rangel in May 2025.

• Directors must retire at 74 and meet stock ownership requirements.