Alejandro M. Ballester
POPULARAbout Alejandro M. Ballester
Independent director of Popular, Inc. since 2010; age 58. President of Ballester Hermanos, Inc. (food and beverage distribution) since 2007, with over three decades of operating experience in Puerto Rico and expansion into Panama. Former director of the Government Development Bank for Puerto Rico (Audit and Investment Committees) in 2009. Committees: Chair of Talent and Compensation; member of Audit; member of Corporate Governance and Nominating.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Government Development Bank for Puerto Rico | Director | 2009 | Audit and Investment Committees; oversight of fiscal issues across agencies and municipalities. |
| Ballester Hermanos, Inc. | Founder of Food Service Division | Established 1999 | Built division to 45% of firm revenues by 2024; demonstrates entrepreneurial execution. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ballester Hermanos, Inc. | President | 2007–present | Private distributor; approx. $225M assets and ~$500M annual revenues as of 12/31/2024. |
| — | Other public company boards | — | None disclosed in bio/nominee section. |
Board Governance
- Independence: Ballester is an independent director (NASDAQ standards); independent since 2010.
- Committee assignments (2024): Talent & Compensation (Chair; 5 meetings; all independent; charter last revised Dec 19, 2024), Audit (11 meetings; all independent; charter last revised Dec 19, 2024), Corporate Governance & Nominating (5 meetings; all independent; charter last revised Dec 19, 2024).
- Board attendance: Board met 11 times in 2024; each director attended 89%+ of Board and relevant committee meetings. In 2023, Board met 11 times; each director attended 91%+ of meetings.
- Election/tenure: Nominated for re-election at 2025 annual meeting with term through 2026 annual meeting; Board size reduced from 13 to 11 due to retirements.
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee Chair Retainer ($) | Total Fees Earned ($) |
|---|---|---|---|
| 2022 | 75,000 | 20,000 (Talent & Comp Chair program level) | 95,000 |
| 2023 | 75,000 | 20,000 (Talent & Comp Chair program level) | 95,000 |
| 2024 | 75,000 | 20,000 (Talent & Comp Chair program level) | 95,000 |
- Director fee structure (effective since May 2022): Annual retainer $75,000; Chairman retainer $150,000 (not applicable to Ballester); Chair retainers—Audit/Risk $30,000; Talent & Compensation and Corporate Governance & Nominating $20,000. Paid in cash or equity at director’s election.
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Annual equity grant | $125,000 in RSUs or common stock at election; vests on grant date; RSU delivery deferred to post-service (lump sum or 5 annual installments each Aug 15). | None; no performance conditions tied to director equity. |
| Dividend equivalents | RSUs granted for cash dividends on outstanding common stock. | None; formulaic dividend reinvestment only. |
Director Equity Compensation Details
| Year | Stock Awards ($) | Stock/RSU Units Granted | Dividend Equivalent RSUs |
|---|---|---|---|
| 2022 | 143,559 | 1,616 RSUs | 237 RSUs |
| 2023 | 149,165 | 2,300 (RSUs; Mr. Sánchez elected common stock; Ballester RSUs) | 392 RSUs |
| 2024 | 158,288 | 1,392 RSUs | 377 RSUs |
- Total non-employee director compensation (Ballester): 2022 $238,559; 2023 $244,165; 2024 $253,288.
- Payment elections: Ballester received chair retainer in cash; some peers elected retainers in RSUs.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock |
|---|---|---|---|
| — | Public company | — | None disclosed. |
- Board-level independence review: Board annually reviews relationships; majority independent; committees (Audit, Corporate Governance & Nominating, Risk Management, Talent & Compensation) 100% independent.
Expertise & Qualifications
- Deep operating experience in consumer products distribution; leadership of family-owned enterprise; expansion into Panama; significant P&L responsibility.
- Public-sector financial oversight via Government Development Bank for Puerto Rico (Audit and Investment Committees) providing insight into Puerto Rico macro-fiscal dynamics.
- Familiarity with SME/family-business banking segment—relevant to Popular’s commercial banking market.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of 3/11/2025) | 59,539 shares | Includes 355 shares owned by his son. |
| Ownership % of class | <1% (“*” per proxy) | 69,338,987 shares outstanding. |
| Restricted/forfeitable common stock included in beneficial ownership | 21,606 shares | Granted under 2004/2020 Omnibus Plans; subject to transfer restrictions/vesting. |
| RSUs outstanding (not counted as beneficial ownership) | 14,077 RSUs | RSUs vest immediately; delivery deferred post-service. |
| Hedging/pledging | Prohibited; directors must meet 5× annual retainer ownership guideline within 3 years; all directors in compliance or on track. |
Risk Indicators & RED FLAGS
- Related-party exposure: Five commercial loans to entities wholly-owned by Ballester’s brother-in-law (acquired by BPPR in 2010 via Westernbank FDIC-assisted transaction). Restructured 2011–2014 into Notes A ($19.8M at 6%) and Notes B ($13.5M at 1%); interim renewals; April 2022 interim cut Notes A rate to 4.25%; November 2022 three-year extension to November 2025 increased Notes A to 5.25% (Notes B at 1%) and set principal repayment schedule (including $700,000 mandatory component). Loans secured by real estate and guaranteed by brother-in-law. Disclosure notes intent to maintain third-party terms and no unfavorable features apart from this related-party item. This is a governance watch item due to familial link; continued oversight warranted.
- Attendance and engagement: Board-level disclosure shows high attendance rates (≥89% in 2024; ≥91% in 2023), supporting engagement.
- Section 16 compliance: Company believes all director/officer filing requirements were satisfied for 2023.
Compensation Structure Analysis
- Mix stability: Cash fees consistent at $95,000 annually (retainer + committee chair) across 2022–2024; equity awards modestly increased due to dividend equivalents and grant valuation (from $143,559 in 2022 to $158,288 in 2024).
- At-risk vs guaranteed: Director equity vests on grant date and is not performance-conditioned; risk alignment relies on stock ownership requirements and deferral mechanics rather than performance metrics.
- Elections: Ballester elects cash for chair retainer; peers varied with some electing RSUs for annual retainer, indicating differing alignment preferences.
Fixed Compensation (Detail)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Director Retainer | 75,000 | Paid in cash or equity at election. |
| Talent & Compensation Chair Retainer | 20,000 | Paid in cash or equity at election. |
| Meeting Fees | — | Not disclosed; program uses retainers (no per-meeting fees). |
| Travel/Perqs | Reimbursed | Includes spousal travel when invited for appropriate business purposes. |
Performance Compensation (Detail)
| Metric | Target | Actual | Vesting |
|---|---|---|---|
| Director Equity Grant (RSUs/common stock) | $125,000 annual grant | Awarded annually; plus dividend-equivalent RSUs | Vests on grant date; RSU delivery deferred post-service (Aug 15 lump sum or 5 annual installments). |
Other Directorships & Interlocks
| Category | Entity | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Public company boards | — | — | None disclosed for Ballester in proxy bio. |
| Family/business ties | Brother-in-law’s entities | Borrowers under BPPR loans | Related-party lending disclosed; secured/guaranteed; extended to Nov 2025. |
Insider Filings
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance (2023) | In compliance | Company believes all filings satisfied. |
| Hedging/Pledging | Prohibited | Enforced via ownership guidelines. |
Governance Assessment
- Strengths: Long-tenured independent director with deep local-market and SME operating expertise; chairs the Talent & Compensation Committee with defined oversight of compensation, succession, and human capital; active committee memberships (Audit; Corporate Governance & Nominating); high board/committee attendance; adherence to ownership guidelines and anti-hedging/pledging.
- Watch items/RED FLAGS: Related-party loans involving a family member’s entities—while secured, guaranteed, and maintained at market terms, the familial connection introduces perceived conflict risk; Board should continue robust recusal and oversight.
- Overall signal: Compensation structure and equity ownership guidelines support alignment; absence of performance-conditioned director awards is consistent with market practice; chairing T&C during CEO transition planning underscores board effectiveness in succession oversight.