C. Kim Goodwin
POPULARAbout C. Kim Goodwin
Independent director at Popular, Inc. since 2011; age 65. Background includes serving as a private investor since 2008 and prior senior investment roles, notably Head of Equities at Credit Suisse Asset Management (2006–2008), with extensive risk oversight experience. She is designated an Audit Committee Financial Expert and a Risk Management Expert, and currently chairs the Board Risk Management Committee while also serving on the Audit and Technology Committees. Current outside public company boards include The TJX Companies, Inc. (since Oct 2020) and General Mills, Inc. (through Sep 2025), and she is a non-executive director of PineBridge Investments, LLC (Audit Chair; Remuneration Committee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credit Suisse Asset Management | Head of Equities | 2006–2008 | Oversaw enterprise risk functions for the global department |
| Akamai Technologies | Audit Committee Member | Not disclosed | Audit oversight experience cited in director biography |
| Princeton University (Board of Trustees) | Trustee | 2004–2008; 2014–2022 | University governance |
| Grupo Ferré Rangel Holdings | Advisory Board Member | 2017–2019 | Strategic advisory |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| The TJX Companies, Inc. | Independent Director | Since Oct 2020 | Audit; Compensation |
| General Mills, Inc. | Independent Director | Since Jun 2022; until Sep 2025 | Compensation; Finance |
| PineBridge Investments, LLC | Non-Executive Director | Since May 2011 | Audit Committee Chair; Remuneration Committee |
| Princeton University Investment Company (Princo) | Board of Directors | Since 2017 | Investment governance |
Board Governance
- Independence: Popular states at least two-thirds of the Board is independent; all current directors except the Chairman (former CEO) and current CEO are independent under NASDAQ standards (implies Goodwin is independent) .
- Committees and roles:
- Risk Management Committee: Chair; designated Risk Management Expert under Dodd-Frank/FRB rules; 10 meetings in 2024 .
- Audit Committee: Member; designated Audit Committee Financial Expert under SEC rules; 11 meetings in 2024 .
- Technology Committee: Member; 4 meetings in 2024 .
- Attendance and engagement:
- Board met 11 times in 2024; each director attended 89% or more of Board and assigned committee meetings. All directors attended the 2024 annual meeting of shareholders. Directors met in executive sessions after each regularly scheduled in-person Board meeting; independent directors met 5 times in 2024 .
- Charters last revised: December 19, 2024 (Audit; Risk; Technology; Talent & Compensation; Corporate Governance & Nominating) .
- Lead Independent Director framework and responsibilities are established (Goodwin is not identified as LID) .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual Retainer | $75,000 | Payable in cash or equity at director’s election |
| 2024 | Risk/Audit Chair Retainer | $30,000 | Audit and Risk Committee Chair retainer; Goodwin chairs Risk |
| 2024 | Equity Grant | $125,000 | Paid in common stock or RSUs; vests and becomes non-forfeitable on grant date; delivery deferred to retirement (lump sum or 5 installments) |
| 2024 | Director Cash/Equity Mix (Goodwin) | $105,000 cash; $158,288 stock awards; Total $263,288 | Cash equals $75,000 retainer + $30,000 Chair retainer; stock includes $125,000 annual equity + $33,288 dividend-equivalent RSUs . 2024 share counts: 1,392 RSUs or shares as annual award; 377 RSUs as dividend equivalents |
| 2025 (effective at 2025 AGM) | Annual Retainer | $85,000 | Structure unchanged; vesting change noted below |
| 2025 (effective) | Equity Grant | $135,000 | All equity awards vest on the one-year anniversary of grant (vs. immediate vesting in 2024) |
| 2025 (effective) | Chair Retainers | Audit & Risk: $35,000; T&C and CGN: $25,000; Chairman retainer $150,000; LID equity grant $35,000 | Approved Sep 2024 |
Performance Compensation
- Non-employee directors do not receive performance-based incentives; equity awards are time-based (RSUs or shares). 2024 awards vested on grant date with deferred delivery; for grants effective at/after the 2025 annual meeting, equity vests after one year .
Other Directorships & Interlocks
| Company | Committee Roles | Potential Interlocks |
|---|---|---|
| The TJX Companies, Inc. | Audit; Compensation | No Popular T&C interlocks reported for 2024; committee explicitly disclosed no interlocks or insider participation (other than one Item 404 relationship for a different director) |
| General Mills, Inc. | Compensation; Finance | No Popular T&C interlocks reported for 2024 |
| PineBridge Investments, LLC | Audit Chair; Remuneration | No Popular Item 404 related-party transactions identified involving Goodwin |
Expertise & Qualifications
- Institutional investor perspective from prior CIO roles; risk oversight depth from leading Popular’s Risk Management Committee and audit roles elsewhere; designated Audit Committee Financial Expert and Risk Management Expert .
- Technology oversight insight relevant to financial firms; member of Technology Committee .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (3/11/2025) | 43,042 shares; less than 1% of class | Outstanding shares: 69,338,987; restricted stock included in beneficial ownership; RSUs excluded per Rule 13d-3 |
| Restricted Stock Outstanding (12/31/2024) | 34,692 shares | Counts toward beneficial ownership |
| RSUs Outstanding (3/11/2025) | 14,077 units | Not counted as beneficially owned; delivered upon/after service termination per director election |
| Ownership Guidelines | 5x annual retainer within 3 years; no pledging/hedging allowed | All directors compliant or on track as of proxy; prohibition on pledging and speculative transactions for directors and executives |
Governance Assessment
- Key findings:
- Strong risk oversight credentials: Chair of Risk Management Committee (10 meetings in 2024), designated Risk Management Expert; also Audit Committee Financial Expert—supports board effectiveness in enterprise risk and financial reporting .
- Independence and engagement: Independent under NASDAQ rules; board and committee attendance robust at the board level (≥89% for each director); active committee participation across risk, audit, and technology .
- Incentive alignment: Mix of cash retainer plus meaningful equity; 2025 program raises equity and retainer modestly and introduces one-year equity vesting, improving retention and alignment while removing immediate vesting seen in 2024 .
- Ownership alignment: Holds 43,042 shares beneficially; additional RSUs outstanding; policy prohibits pledging/hedging; director ownership guideline compliance noted .
- RED FLAGS: No Item 404 related-party transactions disclosed involving Ms. Goodwin; no compensation committee interlocks involving her; service on two public boards is within Popular’s limits on outside board service for non-CEO directors .