Eduardo J. Negrón
POPULARAbout Eduardo J. Negrón
Eduardo J. Negrón is Executive Vice President and Chief Administration Officer (CAO) of Popular, Inc. (BPOP), age 60, responsible for the Administration Group (human resources, marketing, real estate). He has served as EVP since April 2008, has led the Administration Group since December 2010, and became CAO in February 2022 . Company performance context during 2024 under the senior team includes: GAAP net income of $614.2M (adjusted $646.1M, +10% YoY), year-end CET1 of 16%, TBVPS of $68.16 (+14% YoY), and shares closing at $94.06 (+15% YoY); NIM rose to 3.24% (+11 bps YoY), loans grew to $37.1B (+6%), and deposits to $65B (+2%) . Popular’s pay program emphasizes ROATCE and TSR in long-term equity and adjusted net income/ROATCE plus transformation milestones for annual bonuses; no hedging/pledging is allowed and executive stock ownership guidelines require 3x base salary for executive officers .
Company performance context (FY2024 unless noted):
| Metric | Value/Change |
|---|---|
| GAAP Net Income | $614.2M |
| Adjusted Net Income | $646.1M (+10% YoY) |
| Common Equity Tier 1 (CET1) | 16% |
| Tangible Book Value/Share | $68.16 (+14% YoY) |
| Year-end Share Price | $94.06 (+15% YoY) |
| Net Interest Margin | 3.24% (+11 bps YoY) |
| Loans | $37.1B (+$2B, +6% YoY) |
| Deposits | $65B (+$1.3B, +2% YoY) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Popular, Inc. | Chief Administration Officer | Feb 2022–present | Oversees Administration Group: HR, marketing, real estate |
| Popular, Inc. | Executive Vice President | Apr 2008–present | Senior executive leadership across administrative functions |
| Popular, Inc. | Head, Administration Group | Dec 2010–present | Leads cross-functional admin platform (people/brand/facilities) |
| Popular, Inc. | Assistant Secretary of the Board; Deputy Chief Legal Officer; Head of Government Affairs | n/a | Board support, legal leadership, government affairs |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Fundación Banco Popular | Trustee & Treasurer | Since Mar 2008 | Governance and financial stewardship for PR philanthropic arm |
| Popular Foundation (NY) | Director | Since Mar 2008 | Oversees U.S. foundation supporting community development |
| Fundación Ángel Ramos | Trustee; Chair, Finance & Investment Committee | Since 2015 | Oversees endowment investment and finance |
| Fundación Puertorriqueña de las Humanidades | Director; Executive Committee Member | Jun 2017–May 2023 | Humanities programming and governance |
| Corporación de Desarrollo del Centro Financiero de Hato Rey | Chairman of the Board | Since 2019 | Urban/economic development for Hato Rey district |
Fixed Compensation
- The proxy’s named executive officer (NEO) tables exclude Mr. Negrón; his base salary and cash compensation were not individually disclosed for 2024. Popular’s design targets median market pay levels and maintains limited perquisites .
Performance Compensation
Short-term incentive (STI) structure (applies to executive program; 2024 NEO design shown):
| Metric | Weight | Target calibration | 2024 outcome (% of target) |
|---|---|---|---|
| Adjusted After-tax Net Income | 35% | Threshold 85% of target pays 50%; stretch 115% pays 150% | 66% |
| Adjusted After-tax ROATCE | 15% | Same as above | 67% |
| Transformation Milestones (multi-year program) | 25% | Collective executive outcomes | 107% |
| Individual Goals | 25% | Financial/non-financial role-specific | Not disclosed for Negrón (varies by exec) |
Long-term incentive (LTI) structure (executive officers):
| Instrument | Weight | Performance metrics | Vesting | Notes |
|---|---|---|---|---|
| Performance Shares | 50% of target | 50% 3-yr relative TSR (banks $25–$500B assets); 50% 3-yr average ROATCE (absolute) | 3-year performance period; certify/vest at cycle end | 2022–2024 cycle vested at 122.19% of target overall (150% TSR; 94.38% ROATCE) |
| Time-vested Restricted Stock | 50% of target | n/a | 25% per year over 4 years | Double-trigger vesting on CIC; prorata on terminations without cause |
Program governance:
- Equity grant procedures fix timing (February committee meeting for executive officers) and avoid MNPI timing; options have not been granted since 2005 .
Equity Ownership & Alignment
| Topic | Detail |
|---|---|
| Executive stock ownership guidelines | Other executive officers must hold Popular stock equal to 3x base salary within five years of designation |
| Hedging/pledging | Prohibited for directors and executive officers (e.g., zero-cost collars, swaps, forward sales; no pledging collateral/margin) |
| Clawback | Recovers excess incentive-based pay after restatements; also covers misconduct beyond restatement trigger (Rule 10D-1-compliant) |
| Options usage | Company has not granted options since 2005; equity is performance shares and restricted stock under shareholder-approved plans |
| Beneficial ownership (individual) | Not individually disclosed for Mr. Negrón in the proxy’s beneficial ownership table (directors/NEOs shown individually) . Group total (directors, nominees, NEOs, executive officers and PAO/Comptroller): 1,545,834 shares (2.23%) as of Mar 11, 2025 . |
| Insider filings | Company states all 2024 Section 16(a) filing requirements were satisfied |
Employment Terms
| Topic | Term |
|---|---|
| Employment/Change-in-control agreements | No employment or change-in-control agreements with NEOs; awards follow plan-based terms (executive officers generally governed by Omnibus Plan) |
| Change-in-control vesting | Double-trigger: time-based awards vest upon qualifying termination within two years post-CIC; performance awards deemed earned at greater of target or actual through CIC then time-vest, with acceleration on qualifying termination |
| Puerto Rico statutory severance (Law 80) | For PR employees hired before Jan 26, 2017: severance if terminated without just cause equals (i) <5 yrs: 2 months + 1 week per year; (ii) 5–15 yrs: 3 months + 2 weeks per year; (iii) >15 yrs: 6 months + 3 weeks per year |
| Insider trading policy | Insider Trading Policy/Procedures prohibit trading on MNPI; referenced in 2024 Form 10-K exhibit |
Related Party and Governance Risk Indicators
- Related party governance: All related party transactions (including those involving foundations where executives may serve as trustees) require Audit Committee review/approval under the Related Party Policy; several foundation support items were approved in 2024 with disclosed amounts and oversight .
- Pledging/hedging red flag: Mitigated by explicit prohibition for executives .
- Clawback and pay risk controls: Recoupment policy (restatement/misconduct), balanced STI/LTI metrics, payout caps, and CRO risk review of incentive plans .
Say-on-Pay and Compensation Governance
- 2024 Say-on-Pay approval: 95.6% of votes in favor .
- Program design: Majority at-risk, performance-based pay, equity vesting over four years, independent compensation consultant, total compensation opportunities targeted to peer median .
Investment Implications
- Alignment: Strong alignment mechanisms (3x ownership guideline for executive officers, no hedging/pledging, robust clawback) reduce agency risk; LTI mix emphasizes multi‑year ROATCE and relative TSR, linking value creation to shareholder outcomes .
- Retention and selling pressure: Four-year RSU vesting and ongoing performance cycles support retention; equity vesting cadence can create predictable vesting events, but hedging/pledging prohibitions and insider trading controls mitigate adverse signaling; no individual Form 4 analysis was disclosed in the proxy .
- Change-in-control economics: Double-trigger treatment curbs windfalls and ties vesting to actual employment impact, moderating parachute risk .
- Execution risk: As CAO overseeing HR, marketing, and real estate during a multi-year transformation, Negrón’s remit is directly tied to human capital, culture, customer experience, and facilities—areas the company highlights as strategic priorities in 2024; execution quality here impacts transformation milestones that feed STI outcomes .
- Performance backdrop: 2024 results showed improved earnings, capital, TBVPS, NIM, and stock performance; the 2022–2024 performance share vesting (122.19% of target) underscores recent outperformance on TSR and solid ROATCE vs targets, supporting pay‑for‑performance integrity .