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Gilberto Monzón

Executive Vice President, Specialized Businesses Group at POPULARPOPULAR
Executive

About Gilberto Monzón

Gilberto Monzón, age 65, is Executive Vice President, Specialized Businesses Group at Banco Popular de Puerto Rico (BPPR), a subsidiary of Popular, Inc. (BPOP). He assumed this role in May 2023 after leading BPPR’s Individual Credit Group from October 2010 to April 2023 . During his current tenure, Popular reported 2024 GAAP net income of $614.2 million and adjusted net income of $646.1 million (+10% YoY), and BPOP shares rose 15% in 2024; performance shares for the 2022–2024 cycle vested at 122.19% of target on 76th percentile TSR and 11.88% average ROATCE, underscoring pay-for-performance alignment at the company level .

Past Roles

OrganizationRoleYearsStrategic Impact
Banco Popular de Puerto Rico (BPPR)EVP, Individual Credit Group2010–2023Led consumer credit through a multi-cycle environment; positioned to support loan growth and credit performance objectives .
Banco Popular de Puerto Rico (BPPR)EVP, Specialized Businesses Group2023–presentOversees specialized lending lines within broader transformation and growth priorities .

External Roles

OrganizationRoleYears
San Jorge Children’s Hospital Professional BoardDirector2011–Oct 2022
Coalition for the Prevention of Colorectal Cancer of Puerto RicoDirector2014–present
Museum of Art of Puerto RicoBoard of TrusteesJan 2021–present
Champion Petroleum Inc. (wholesale distribution)President & ChairmanAug 2022–present
Fundación Metro PaviaDirectorDec 2024–present

Fixed Compensation

  • Not disclosed: Monzón is not a Named Executive Officer (NEO) in the proxy; BPOP provides detailed compensation tables for NEOs only .
  • Program features applicable to executive officers:
    • Limited perquisites; market-median targeting for total compensation opportunity .
    • No special retirement or severance programs; no employment or change-in-control agreements stated in program features .
    • Prohibition on hedging and pledging of Popular securities by executive officers .

Performance Compensation

Short-Term Incentive (STI) – Framework and 2024 Outcomes

ComponentWeightTarget Mechanics2024 Outcome (NEO program reference)Vesting/Payment
Adjusted after-tax Net Income35%Corporate financial goal66% of target credited by Committee (NEO reference) Annual cash; payouts 0–150% of target
Adjusted after-tax ROATCE15%Corporate financial goal67% of target credited by Committee (NEO reference) Annual cash; payouts 0–150% of target
Strategic (Transformation milestones)25%Company-wide milestones107% of target credited (NEO reference) Annual cash; same degree of achievement across NEOs
Individual goals25%Role-specific goalsVaried by NEO (range 98%–140% in table); not disclosed for Monzón Annual cash; 0–150% of target

Notes: STI targets in 2024 were 135% of base for CEO and 80% for other NEOs; Monzón’s target is not disclosed (non-NEO) . Threshold at 85% and stretch at 115% of target; payouts 50%–150% per component if above threshold .

Long-Term Incentive (LTI) – Structure and Recent Vesting

InstrumentWeightPerformance MetricsPayout RangeVesting
Performance Shares50% of LTI target50% Relative TSR vs U.S. banks $25B–$500B assets; 50% absolute 3-yr avg ROATCE 0%–150% of target shares Cliff after 3 years (performance-based)
Time-vested Restricted Stock50% of LTI targetN/A (time-based; granted vs performance assessment) N/A25% per year over 4 years

Recent cycle result: 2022–2024 performance shares vested at 122.19% of target based on TSR at 76th percentile (150% payout on TSR slice) and 3-yr avg ROATCE 11.88% (94.38% on ROATCE slice) .

Equity Ownership & Alignment

Policy/MetricDetail
Stock ownership guidelinesCEO 6x base salary; other executive officers 3x base salary .
Hedging/PledgingProhibited for executive officers (hedging/monetization and pledging not allowed) .
Clawback policyCompensation Recoupment Policy applies to cash and equity; restatement trigger per Rule 10D-1 and Nasdaq, plus potential misconduct triggers .
Beneficial ownership (individual)Not disclosed for Monzón (non-NEO); aggregate group (27 persons incl. directors, NEOs, exec officers, PAO) held 1,545,834 shares (2.23%) as of Mar 11, 2025 .
Shares pledgedNot permitted under Corporate Governance Guidelines .
Insider trading windowsSubject to Insider Trading Policy and procedures; policy filed with 10-K .

Employment Terms

TermCompany Program/Disclosure
Employment agreementProgram indicates no employment or change-in-control agreements for executive officers; specifically none for NEOs .
SeveranceNo special executive retirement or severance programs .
Change-of-controlDouble-trigger vesting for equity upon change in control .
Non-compete/non-solicitNot broadly disclosed for all executives; used in specific award circumstances (e.g., retired CFO award) .

Performance & Track Record (Company context during his tenure)

  • 2024 outcomes: GAAP net income $614.2m; adjusted net income $646.1m (+10% YoY); capital strong (CET1 16%); TBVPS $68.16 (+14% YoY); stock +15% in 2024; NIM +11 bps YoY; non-performing loan ratio down 7 bps to 0.95% .
  • Pay-for-performance validation: 2022–2024 performance shares vested at 122.19% of target (TSR 76th percentile; 3-yr avg ROATCE 11.88%) .
  • Say-on-Pay: 95.6% approval in May 2024, indicating broad shareholder support for the compensation program .

Risk Indicators & Red Flags

  • Pledging/hedging banned; no tax gross-ups; no repricing; annual clawback framework compliant with SEC/Nasdaq and broader misconduct triggers; overall indicates strong compensation governance .
  • Related-party transactions: No transactions disclosed involving Monzón; related party procedures detailed and overseen by Audit Committee .

Compensation Committee & Governance Notes

  • Talent & Compensation Committee: fully independent; oversees executive pay, risk reviews, succession planning, and human capital matters; independent consultant advised committee .
  • Ownership guidelines and double-trigger vesting further align executives with long-term shareholder value .

Investment Implications

  • Alignment/retention: Four-year vesting on RS used alongside three-year performance shares (TSR and ROATCE) creates meaningful at-risk, time-based retention hooks for senior executives, including Monzón, in a high-governance framework (no pledging/hedging; clawbacks; ownership guidelines) .
  • Payout sensitivity: 2024 STI corporate components paid below target (66% NI; 67% ROATCE) while strategic execution scored above target (107%), signaling balanced incentives tied to profitability and transformation; monitor credit performance given Monzón’s credit/lending background .
  • Transparency gap: As a non-NEO, Monzón’s individual salary, bonus, and grants are not disclosed; investors should monitor Form 4 filings and future proxies for ownership changes and award vesting related activity. Overall, company-level pay design and strong Say-on-Pay support reduce governance risk, but lack of individual-level data limits granular sell-pressure analysis .