Bertil E. Chappuis
POPULARAbout Bertil E. Chappuis
Independent director of Popular, Inc. since 2024; age 58. Co-founder and CEO of Xtillion, LLC (AI/data engineering services) since September 2023; former Senior Partner at McKinsey (1995–2022) with 28+ years advising Fortune 500 tech and financial services firms. Noted for organizational transformation expertise, technology impact on markets, and leading strategic advisory underpinning Puerto Rico’s fiscal restructuring for the FOMB (> $120B debt/pension liabilities). Serves on BPOP’s Risk Management and Technology Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company, Inc. | Senior Partner | Aug 1995 – Jun 2022 | Advised F500 tech/financial firms on strategy, M&A, commercial operations; led strategic advisory supporting Puerto Rico fiscal restructuring program. |
| Intellect Partners, Inc. | Co-Founder & Partner | Aug 1992 – Aug 1995 | Silicon Valley IP firm focused on tech licensing/commercialization. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Xtillion, LLC | Co-Founder & Chief Executive Officer | Sep 2023 – Present | AI/data engineering services for major enterprises. |
| Platform for Social Impact | Founding Member & Chairman | Oct 2022 – Present | Not-for-profit focused on eradicating childhood poverty via economic mobility in Puerto Rico. |
| Boys and Girls Club of Puerto Rico | Legacy Council Member | Dec 2017 – Oct 2022 | Community engagement (prior role). |
Board Governance
- Independence: Independent under NASDAQ standards; Board determined all directors except R. L. Carrión (Chairman) and I. Alvarez (CEO) are independent. Chappuis is listed as “Independent Director.”
- Committee memberships:
- Risk Management Committee (10 meetings in 2024; all members independent). Responsibilities include oversight of enterprise risk (credit, market, IRR, liquidity, operational, technology/cyber, compliance/legal, climate, reputational/social, strategic), capital management, cybersecurity, and environmental risks. Charter last revised Dec 19, 2024.
- Technology Committee (4 meetings in 2024; all members independent except Chairman Carrión). Responsibilities include technology strategy/major initiatives, vendor risks, innovation oversight, and review of emerging tech trends. Charter last revised Dec 19, 2024.
- Attendance & engagement: Board met 11 times in 2024; each director attended ≥89% of Board and assigned committee meetings. Independent directors met in executive session 5 times. Directors attended the 2024 annual meeting.
- Lead Independent Director: Ms. María Luisa Ferré elected Lead Independent Director effective May 8, 2025 (succeeding John W. Diercksen).
- Stock ownership & trading policies: Directors must hold Popular stock equal to 5× annual Board retainer within 3 years of election; pledging and speculative transactions (hedging/monetization) prohibited.
- Board service limits: Non-CEO directors may serve on ≤4 public company boards (including Popular); audit committee limits apply.
Fixed Compensation
- Program structure (2024 non-employee director compensation):
- Annual cash/equity retainer: $75,000.
- Annual equity grant: $125,000 (RSUs or common stock at director’s election).
- Chair retainers (if applicable): Audit/Risk Chair $30,000; Talent & Compensation and Corporate Governance Chair $20,000; Chairman of the Board $150,000; Lead Independent Director equity grant $25,000.
- 2025 revision (effective at 2025 annual meeting): Retainer $85,000; Equity grant $135,000; Audit/Risk Chair $35,000; Talent & Compensation and Corporate Governance Chair $25,000; Lead Independent Director equity grant $35,000; Chairman retainer $150,000; vesting of equity awards at 1-year anniversary (vs. immediate vesting in 2024 program).
Chappuis – 2024 fixed pay:
| Component | Amount |
|---|---|
| Fees earned/paid in cash ($) | $75,000 |
| Committee chair fees | $0 (not a chair) |
Performance Compensation
Director equity grants and delivery mechanics (2024 program):
- Equity grant election: Directors may receive annual equity as RSUs or common stock; RSUs also accrue dividend equivalents. All equity awards vest and become non-forfeitable on grant date under the 2024 program.
- Delivery timing for RSUs: For Chappuis, RSUs deliver in a lump sum on August 15 immediately following termination of Board service.
Chappuis – 2024 equity awards:
| Equity Item | Measure | Value/Count | Vesting/Delivery |
|---|---|---|---|
| Annual equity grant (grant-date fair value) | $ | $125,000 (within Stock Awards total) | |
| Total stock awards | $ | $126,836 (includes RSUs + dividend equivalents; directors can elect equity in lieu of cash retainer) | |
| RSUs granted (annual) | # | 1,392 | |
| RSU dividend equivalents (2024) | # | 20 | |
| RSUs outstanding at 12/31/2024 | # | 1,412 | |
| RSU delivery timing | Text | Lump sum August 15 after retirement |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential interlock/conflict relevance |
|---|---|---|---|
| Xtillion, LLC | Private | Co-Founder & CEO | No Popular-related transactions disclosed; ordinary-course vendor risk oversight is via Technology Committee (general mandate). |
| Platform for Social Impact | Not-for-profit | Founding Member & Chairman | Community focus; no Popular transactions disclosed. |
| Boys and Girls Club of Puerto Rico | Not-for-profit | Legacy Council (former) | Prior role; no Popular transactions disclosed. |
- Current public company boards: None disclosed for Chappuis.
Expertise & Qualifications
- Organizational transformation and technology strategy across global tech and financial services; deep understanding of tech impacts on markets.
- Led strategic advisory for Puerto Rico’s FOMB on fiscal restructuring (> $120B debt/pensions) and balanced budgets.
- AI/data engineering leadership as CEO of Xtillion, LLC.
Equity Ownership
| Item | Measure | Value |
|---|---|---|
| Beneficial ownership (common stock) | Shares | — (none disclosed) |
| Ownership as % of outstanding | % | 0.00% (— indicates 0% of 69,338,987 shares) |
| RSUs outstanding (director awards) | # | 1,412 |
| Restricted stock outstanding (director awards) | # | 0 (not listed among directors with outstanding restricted shares) |
| Pledging/hedging | Policy | Prohibited for directors (no pledging or speculative transactions) |
| Ownership guideline | Requirement | 5× annual retainer within 3 years; directors are in compliance or on track |
Governance Assessment
- Board effectiveness: Chappuis contributes targeted technology and risk oversight through active service on Technology and Risk Management Committees with robust mandates and regular meetings (10 Risk; 4 Tech in 2024), strengthening oversight of cybersecurity, capital planning, and strategic/technology risk.
- Independence and attendance: Independent director with strong attendance (Board-level: each director ≥89%; independent directors met in executive session 5×), supporting rigorous governance and investor confidence.
- Compensation alignment: Director pay uses a balanced cash/equity mix with immediate vesting (2024) and transition to 1-year vesting (2025), plus strict anti-hedging/pledging and ownership requirements (5× retainer) that reinforce alignment; Chappuis received $75,000 cash and $126,836 equity in 2024.
- Conflicts/related-party exposure: Proxy details multiple related-party transactions (Ferré, Ballester, Carrión), but none for Chappuis in 2024; Popular’s Related Party Policy requires Audit Committee review of qualifying transactions, mitigating conflict risk.
- Investor sentiment signal: Say-on-pay approval was 95.6% in 2024, indicating broad shareholder support for compensation governance (an indirect positive governance signal).
RED FLAGS: None disclosed for Chappuis (no related-party transactions, no pledging/hedging). Note: current beneficial ownership is zero, but RSUs outstanding and 3-year director ownership guideline apply; compliance is on track per Board disclosure.