Javier D. Ferrer
POPULARAbout Javier D. Ferrer
Javier D. Ferrer, age 63, is President and Chief Operating Officer of Popular, Inc. (BPOP) and will become President and CEO effective July 1, 2025; he has been President since May 2024 and COO since January 2022, previously serving as EVP, Chief Legal Officer and General Counsel from October 2014 to December 2021 and as Secretary of the Board from October 2014 to May 2024 . Company performance context under his operating leadership includes loan growth to $37.1B (+6% YoY), deposits +$1.3B (+2% YoY), improved NPL ratio to 0.95%, adjusted ROATCE of 10.0% for 2024, net income of $614,212k, and a 2020–2024 company TSR translating a fixed $100 investment to $188.04 versus peer $128.83 . He earned 140% of target on individual goals for 2024 tied to execution across business lines, risk management enhancements, and transformation initiatives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Popular, Inc. | EVP, Chief Legal Officer & General Counsel | Oct 2014–Dec 2021 | Oversaw legal and governance; took on strategic planning oversight in Jan 2019; served as Secretary of the Board Oct 2014–May 2024 . |
| Popular, Inc. | Chief Operating Officer | Jan 2022–present | Led business lines; improved credit metrics; drove transformation execution; set capital planning and repurchase/dividend actions . |
| Popular, Inc., BPPR, Popular Bank | President | May 2024–present | Advanced growth and risk controls across Puerto Rico and U.S. operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Government Development Bank for Puerto Rico | President; Vice Chairman of Board | Jan–Jul 2013 | Led fiscal/economic policy financing functions . |
| Economic Development Bank for Puerto Rico | Chairman | Jan–Jul 2013 | Guided development financing strategy . |
| Pietrantoni Méndez & Alvarez LLC | Partner | 1992–2012; 2013–Sep 2014 | Corporate and financial law leadership in San Juan, PR . |
Fixed Compensation
Multi-year compensation from the Summary Compensation Table:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $750,000 | $782,308 | $790,000 |
| Bonus ($) | $31,250 | $32,917 | $32,917 |
| Stock Awards ($) | $950,697 | $1,134,107 | $1,297,335 |
| Non-Equity Incentive Plan Compensation ($) | $822,775 | $621,335 | $598,267 |
| All Other Compensation ($) | $18,574 | $15,774 | $15,774 |
| Total ($) | $2,573,296 | $2,586,441 | $2,734,293 |
Performance Compensation
Short-Term Annual Cash Incentive (STI) – 2024
| Component | Weighting | Target | Actual Achievement | Payout Basis | Result |
|---|---|---|---|---|---|
| Corporate Adjusted Net Income | 35% | Annual target set by Committee | 66% of target earned | 80% of base salary target for NEOs | Included in 95% of target total |
| Adjusted ROATCE | 15% | Annual target set by Committee | 67% of target earned | Same as above | Included in 95% of target total |
| Strategic Milestones (Transformation) | 25% | Multi-year program milestones | 107% of target earned | Same as above | Included in 95% of target total |
| Individual Goals | 25% | Pre-set per role | 140% of target earned (Ferrer) | Same as above | Contributed to 95% of target total |
| Total STI Outcome | — | 80% of base salary | 95% of target | Paid in 2025 | $598,267 |
Notes:
- STI payouts range from 0–1.5x target .
Long-Term Incentive (LTI) Structure and 2024 Grants
| Award Type | Grant Date | % of Target | % of Base Salary | Grant Value ($) | Key Terms |
|---|---|---|---|---|---|
| Performance Shares (PSUs) | Feb 22, 2024 | 100% | 70% | $553,000 | 3-year performance; 50% relative TSR vs U.S. bank index ($25–$500B assets), 50% absolute ROATCE; vest based on certified results at cycle end . |
| Restricted Stock (RS) | Feb 22, 2024 | 129% | 90% | $711,000 | Time-vested: 25% annually over 4 years; above-target grant reflecting 2023 performance . |
| Total LTI 2024 | — | 114% | 160% | $1,264,000 | Split 50/50 at target between PSUs and RS; actual mix reflects Committee decisions . |
Performance Outcomes:
- 2022–2024 PSU cycle paid at 122.19% of target (TSR component at 150% of target; ROATCE at 94.38% of target); shares subject to time-based vesting until Feb 25, 2025 .
2024 Grants of Plan-Based Awards (share counts):
| Award | Grant Date | Threshold (#) | Target (#) | Maximum (#) |
|---|---|---|---|---|
| Restricted Stock | Feb 22, 2024 | — | 8,518 | — |
| Performance Shares | Feb 22, 2024 | 3,314 | 6,626 | 9,940 |
Equity Ownership & Alignment
- Beneficial ownership: 88,864 common shares; includes 1,167 shares owned by spouse; “less than 1%” of outstanding shares (69,338,987 as of Mar 11, 2025) .
- Shares acquired on vesting in 2024: 11,981 shares; value realized $999,939 .
- Outstanding unvested awards at 12/31/2024:
- Restricted stock: 32,135 shares; market value $3,022,618 .
- Performance shares (unearned): 19,374 shares; payout value $1,822,318 (based on $94.06) .
- Vesting mechanics:
- Restricted stock vests pro-rata 25% annually over 4 years; retirement definitions allow accelerated vesting per plan terms .
- PSUs vest on certification after 3-year cycles; 2023–2025 scheduled vesting Feb 2026; 2024–2026 scheduled vesting Feb 2027 (numbers shown at max for disclosure) .
- Ownership policies and alignment:
- Executive stock ownership guideline: CEO = 6x base salary; other NEOs = 3x base salary .
- Hedging and pledging prohibited for executive officers .
- Clawbacks: Variable pay subject to recoupment for misconduct and compliant with SEC Rule 10D-1/Nasdaq 5608; awards after Sep 25, 2014 subject to clawback .
Employment Terms
- No employment or change-in-control agreements; no tax gross-ups .
- Change-in-control treatment: double-trigger acceleration (termination without Cause or for Good Reason within 2 years post-CIC); PSUs deemed earned at greater of target or actual through CIC date, continue time-vesting to cycle end; awards before Apr 30, 2013 generally single-trigger .
- Puerto Rico Law 80 severance (for employees hired before Jan 26, 2017, including Ferrer): formula based on tenure—less than 5 years: 2 months + 1 week/year; 5–15 years: 3 months + 2 weeks/year; >15 years: 6 months + 3 weeks/year; amounts under Law 80 are separate from equity .
- Potential payments upon termination or change in control (equity-related, as of 12/31/2024):
| Scenario | Total ($) | Restricted Stock ($) | Performance Shares ($) |
|---|---|---|---|
| Retirement | $3,022,618 | $3,022,618 | — |
| Death & Disability | $4,237,497 | $3,022,618 | $1,214,879 |
| Change in Control (double trigger) | $4,237,497 | $3,022,618 | $1,214,879 |
| Resignation | $3,022,618 | $3,022,618 | — |
| Termination Without Cause | $3,624,790 | $3,022,618 | $602,172 |
Board Governance
- Subsidiary board service: Director of Banco Popular de Puerto Rico (BPPR) since March 2015; Director of Popular Bank since April 2024; Trust Committee member of BPPR since September 2019; Secretary of the Board (parent and subsidiaries) Oct 2014–May 2024 .
- Parent board expectations: Historically, the CEO is appointed to the Board; with Ferrer becoming CEO July 1, 2025, board membership is customary; current Board structure separates Chairman (Carrión) from CEO and designates a Lead Independent Director (Ms. Ferré effective May 8, 2025) to strengthen independence .
- Dual-role implications: As CEO-director, Ferrer will be non-independent; presence of a separate Chairman and Lead Independent Director mitigates concentration of power and supports independent oversight .
Investment Implications
- Pay-for-performance alignment: STI and LTI metrics emphasize profitability (Adjusted Net Income, ROATCE) and market-relative value creation (TSR). 2022–2024 PSU payout at 122.19% indicates above-target long-term delivery; 2024 individual performance at 140% reflects strong execution in growth and credit quality .
- Selling pressure and supply dynamics: Regular RS vesting (25% annually) alongside significant unvested balances (32,135 RS; 19,374 PSUs) suggest predictable annual supply; 11,981 shares vested in 2024 with ~$1.0M value realized .
- Retention risk: No employment agreement but meaningful double-trigger CIC protections and retirement vesting support retention; Law 80 provides statutory severance safety net for PR-based executives; equity acceleration under certain scenarios reduces voluntary departure risk .
- Governance and independence: Expected CEO-director dual role is offset by separate Chair and a Lead Independent Director framework, maintaining oversight balance during leadership transition .
- Ownership alignment: 3x salary ownership guideline for NEOs, clawbacks, and prohibitions on hedging/pledging reinforce alignment; Ferrer’s direct and family beneficial holdings plus sizable unvested awards tie personal wealth to shareholder outcomes .
Monitor upcoming vesting dates (February cycles), PSU cycle results (2023–2025; 2024–2026), and any Section 16 filings for transactions; track capital actions (buybacks/dividends) and credit metrics given Ferrer’s operational remit and their direct link to incentive outcomes .