Betty DeVita

About Betty DeVita

Betty DeVita is an independent director of Popular, Inc. (BPOP) since 2021, age 64, with 43+ years in banking and payments across Citigroup and Mastercard; she founded Bet Dev Solutions LLC (fintech advisory) in 2019 and served as Chief Business Officer at FinConecta through December 2024 while remaining on its board . Her expertise is in digital banking, payments innovation, and technology integration for financial services, and she currently serves on BPOP’s Talent & Compensation and Technology Committees .

Past Roles

External Roles

Board Governance

Committee Assignments (BPOP)

• Independence status: DeVita is identified as an Independent Director (since 2021) .
• Attendance: Board met 11 times in 2024; each director attended 89% or more of Board and committee meetings; all directors attended the 2024 annual meeting .
• Engagement: Non-management directors met in executive session after each in-person Board meeting; independent directors met 5 times in 2024 .
• Subsidiary boards: All BPOP directors also serve on Popular North America, Inc., Banco Popular de Puerto Rico, and Popular Bank boards .
• Governance policies: Majority voting with resignation policy; director retirement age 74; prohibition on pledging/hedging; stock ownership requirement equal to 5x annual retainer within 3 years .
• Committee interlocks & insider participation (T&C): None; no Item 404 relationships among T&C members other than Mr. Ballester (separately disclosed) .

Fixed Compensation (Non-Employee Director – 2024)

Program note: 2024 director pay structure = $75,000 retainer + $125,000 equity grant; retainers/equity could be taken in cash or equity at director’s election .

Performance Compensation (Non-Employee Director – 2024)

Additional terms:

• 2024 program: all equity awards vest and become non-forfeitable on the grant date; directors could elect common stock or RSUs, and choose delivery timing at/after retirement .
• 2025 program update: starting at the 2025 annual meeting, equity vests on the one-year anniversary; pay levels increase to $85,000 retainer and $135,000 equity; chair retainers raised (e.g., Audit/Risk $35,000) .
• Director compensation uses peer benchmarking; Meridian Compensation Partners engaged in 2024 review .
• No performance metrics apply to non-employee director pay (retainer + time-based equity) .

Other Directorships & Interlocks

• BPOP Talent & Compensation Committee interlocks: None; no insider participation; no Item 404 relationships for T&C members in 2024 other than Mr. Ballester (separately described) .

Expertise & Qualifications

• 43+ years in banking and payments; recognized leader in integrating technology and digital solutions into financial services .
• Senior operating roles with P&L accountability at Mastercard and Citigroup; cross-border leadership across North America, Latin America, and Asia .
• Fintech advisory/operator experience (FinConecta; Bet Dev Solutions) aligning with BPOP’s technology transformation and digital initiatives (Board oversight via Technology Committee) .

Equity Ownership

Policy highlights:

• Prohibition on pledging securities and speculative transactions (hedging/monetization) for directors and executives .
• Directors may defer RSU settlement to retirement; RSUs not counted in “beneficial ownership” under Rule 13d‑3 .

Governance Assessment

• Strengths

  • Independent director with relevant fintech/payments expertise; active roles on Talent & Compensation and Technology Committees bolster board effectiveness in human capital/compensation and tech oversight .
  • Engagement: high attendance standard (≥89% for all directors in 2024), executive sessions held regularly; all directors attended the 2024 annual meeting, supporting investor-facing accountability .
  • Compensation governance: T&C Committee independent with no interlocks; Board uses independent consultant and peer benchmarking for director compensation; robust risk/recoupment and no-hedge/pledge policies apply to directors .
  • Subsidiary board coverage and majority voting/resignation policy enhance governance rigor .

• Watch items

  • Alignment: DeVita reports zero beneficially owned common shares as of March 11, 2025; alignment is primarily through RSUs deferred to termination (7,222 RSUs outstanding; mix of lump-sum and installment delivery), which may delay immediate “skin-in-the-game” optics versus open-market holdings .
  • Technology Committee independence: the Chair (R. Carrión) is not independent; while members (including DeVita) are independent, chair non-independence is a consideration for oversight optics in a critical risk area .
  • Director pay escalation: 2025 program increases retainer and equity (to $85k/$135k) and shifts equity vesting to one-year cliff; pay inflation should be monitored against peer medians and performance context .

• Additional signals

  • T&C Committee signed the Compensation Discussion & Analysis report, evidencing active engagement in pay oversight (DeVita among signatories) .
  • Board stock ownership requirements and prohibitions on pledging/hedging are in place; company asserts all directors are compliant or on track .