Carlos A. Unanue
POPULARAbout Carlos A. Unanue
Independent director of Popular, Inc. since 2010; age 61. President of Goya de Puerto Rico, Inc. (since 2003) and of Goya Santo Domingo, S.A. (since 1994), bringing 38 years of experience in distribution, sales and marketing across Puerto Rico and the U.S., aligned with Popular’s core markets. Board committees: Audit and Talent & Compensation; not designated an Audit Committee Financial Expert. Independence affirmed under NASDAQ standards; all directors attended 89%+ of Board/committee meetings in 2024 and the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goya Santo Domingo, S.A. | President | Since 1994 | Led food processing/distribution; deep understanding of PR/US consumer markets relevant to Popular’s lending/SME base. |
| Goya Foods, Inc. (family enterprise) | Executive/Manager | 38 years | Built expertise in sales, marketing, distribution across PR and U.S.; informed Board oversight of strategy and operations. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Goya de Puerto Rico, Inc. | President | Since 2003 | Privately held; food processing/distribution. |
| Goya Santo Domingo, S.A. | President | Since 1994 | Privately held; food processing/distribution. |
Board Governance
- Committees: Audit (11 meetings in 2024; all members independent; financial experts designated are Rodríguez, Diercksen, Goodwin), Talent & Compensation (5 meetings in 2024; all members independent; no interlocks/insider participation for members, and no Item 404 relationships for members other than Ballester).
- Independence: Board determined all current directors/nominees except Carrión (Chair) and Alvarez (CEO) are independent under NASDAQ standards; Unanue is independent.
- Attendance/Engagement: Board met 11 times in 2024; each director attended 89%+ of Board/committee meetings; all directors attended the 2024 annual meeting; independent directors held executive sessions 5 times.
- Lead Independent Director: Transitioned from Diercksen to Ferré effective May 8, 2025; Unanue is not Lead Independent Director.
- Governance safeguards: Majority voting with resignation policy, director retirement age 74, stock ownership requirements (directors = 5x retainer within 3 years), prohibition on hedging/pledging, annual Board/committee/individual director self-evaluations (third-party facilitated in 2024).
Fixed Compensation
| Component (2024) | Amount (USD) | Form | Notes |
|---|---|---|---|
| Annual Board Retainer | $75,000 | RSUs (elected) | Unanue elected RSUs instead of cash for the retainer. |
| Annual Equity Grant | $125,000 | RSUs | Standard non-employee director grant; RSUs vest on grant date under 2024 program. |
| Dividend Equivalent RSUs | Included in stock awards | RSUs | RSUs credited as dividend equivalents; Unanue received 598 RSUs during 2024. |
| Chair/Committee Fees | $0 | — | Not a chair; no additional cash fees. |
| Total 2024 Director Compensation | $252,779 | Primarily equity | $0 cash; $252,779 stock awards total. |
Additional RSU/share detail for 2024 awards:
- Stock awards shares granted: 2,228 RSUs (stock awards) + 598 RSUs (dividend equivalents) for Unanue in 2024.
2025 program updates (effective at 2025 AGM): Retainer increases to $85,000 and equity grant to $135,000; director equity awards vest one year after grant (not at grant).
Performance Compensation
| Element | Metric(s) | Target/Structure | Vesting |
|---|---|---|---|
| Director Equity (RSUs) | None (time-based only) | Annual RSU grant; optional retainer in RSUs | 2024 program: RSUs vest at grant; 2025 program: 1-year vesting from grant. |
- No options or performance share units for directors; no performance metrics tied to director pay.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Unanue. |
| Talent & Compensation Interlocks | — | — | Committee reports no interlocks/insider participation among members; no Item 404 relationships for members other than Ballester. |
Expertise & Qualifications
- Deep operator experience in consumer food distribution, sales and marketing across Puerto Rico and U.S. markets; aligns with Popular’s commercial and consumer banking base.
- Brings market knowledge of Popular’s two main geographies (PR and U.S.) to Board oversight of strategy and customer growth.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total Common Shares Beneficially Owned (as of Mar 11, 2025) | 133,312 | Includes 75,731 shares held by his mother; Unanue disclaims beneficial ownership over those 75,731 shares. |
| Percent of Class | <1% | 69,338,987 shares outstanding as of Mar 11, 2025. |
| Restricted Stock Outstanding (12/31/2024) | 36,657 | Subject to transfer restrictions until director retirement; vests at retirement under legacy grants. |
| RSUs Outstanding (12/31/2024) | 22,328 | Deliverable post-retirement per selected distribution schedule. |
| RSUs Outstanding (3/11/2025) | 19,652 | Aggregate RSUs at that date under director program. |
| Ownership Guidelines Compliance | In compliance/on track | Directors must hold 5x annual retainer within 3 years; pledging/hedging prohibited. |
Governance Assessment
- Alignment signals: Independent since 2010; service on Audit and Talent & Compensation provides oversight of financial reporting and pay risk; compensation mix is equity-heavy (100% of 2024 compensation in stock awards, with retainer taken in RSUs), strengthening shareholder alignment; complies with 5x retainer ownership guideline (Board reports all directors in compliance/on track).
- Engagement: Board/committee attendance at 89%+ and participation in executive sessions support effective oversight; no public-company overboarding (no other public boards disclosed).
- Conflicts/related-party exposure: No Item 404 related-party transactions disclosed for Unanue; committee interlocks report clean for members other than Ballester; corporate policy routes any related-party matters through disinterested Audit Committee review.
- RED FLAGS: None disclosed—no pledging/hedging, no director-specific related-party transactions, no meeting absenteeism issues; note long tenure (since 2010) may prompt ongoing refreshment considerations, mitigated by annual Board/committee/individual evaluations (third-party facilitated in 2024).
Context: Shareholder say‑on‑pay support was strong at 95.6% in 2024, reinforcing confidence in compensation governance (relevant to Talent & Compensation oversight where Unanue serves).