José R. Coleman Tió
POPULARAbout José R. Coleman Tió
Executive Vice President, Chief Legal Officer and General Counsel of Popular, Inc. since January 2022; Corporate Secretary of Popular and its banking subsidiaries since May 2024. Previously Senior Vice President and Deputy General Counsel (2017–2021), after senior legal roles at the Government Development Bank for Puerto Rico (EVP & General Counsel) and associate at Cravath, Swaine & Moore LLP; member of the Board of Directors of Coalición Legal para Puerto Rico since 2020 . Age 44 (as of the 2025 proxy); core credentials: complex bank regulatory/commercial law, public-sector finance, and corporate governance; serves as corporate secretary to the Board (formalizing board processes and disclosure) . Corporate performance context during his executive tenure: 2024 GAAP net income $614.2m (vs. $541.3m in 2023) and adjusted net income $646.1m (+10% YoY) with CET1 of 16% and TBVPS $68.16; 2022–2024 3-year TSR 29.1% (75.6th percentile among $25–$500B banks) and 3-year avg adjusted ROATCE 11.88% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Popular, Inc. | EVP, Chief Legal Officer & General Counsel; Corporate Secretary | 2022–present (Secretary since 2024) | Leads enterprise legal, corporate governance and disclosure; Secretary role supports board governance and compliance . |
| Popular, Inc. | SVP & Deputy General Counsel; Assistant Secretary to boards | 2017–2021 (Asst. Sec. 2017–2024) | Supported bank regulatory, capital markets and M&A/legal risk management . |
| Government Development Bank for Puerto Rico | EVP & General Counsel | 2013–2016 | Senior legal leadership in Puerto Rico fiscal/financing operations . |
| Cravath, Swaine & Moore LLP | Associate | 2008–2013 | Corporate and capital markets practice experience . |
| Independent consultant | Legal and financial advisory | 2016–2017 | Advisory services pre-joining Popular . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Coalición Legal para Puerto Rico | Director (Board member) | 2020–present | Non-profit legal coalition; governance and community legal support . |
Fixed Compensation
- Individual base salary, bonus and perquisites for Mr. Coleman Tió are not disclosed (he is not a named executive officer). Popular’s program targets market median, with limited perquisites and no special executive retirement or severance programs .
- 2024: NEO base salaries held flat except for the CFO promotion; broader program design emphasizes at-risk pay (81% CEO; ~66% other NEOs), a construct generally applied across executive officers .
Performance Compensation
Popular applies a common framework to executive officers and NEOs; the specific 2024 plan metrics, weights, and results below are those approved and reported for NEOs (other executive officers typically follow the same design).
2024 Short‑Term Incentive (STI) – Framework and Outcomes (NEO program)
| Component | Metric | Weight | Target | 2024 Actual | Payout factor |
|---|---|---|---|---|---|
| Corporate performance | Adjusted after‑tax net income | 35% | $695.1m | $623.3m (89.67% of target) | 65.57% . |
| Corporate performance | Adjusted after‑tax ROATCE | 15% | 11.10% | 10.00% (90.09% of target) | 66.97% . |
| Strategic performance | Transformation milestones | 25% | 100% | 102.0% | 106.67% . |
| Individual goals | Role‑specific | 25% | Set per executive | Assessed by committee | 98%–140% for NEOs (range) . |
Notes: CEO target STI 135% of base; other NEOs 80% of base; payouts capped at 150% and floored at 0% .
Long‑Term Incentive (LTI) – Design (applies to executive officers)
- Mix and vesting: 50% performance shares (3‑year performance), 50% time‑vested restricted stock (25% per year over 4 years) .
- Performance metrics: equally weighted 3‑year relative TSR vs. $25–$500B banks index and absolute 3‑year average ROATCE; payout range 0%–150%; cap at 100% if absolute TSR is negative .
- 2022–2024 cycle (for reference): relative TSR at 75.6th percentile (150% payout for TSR component) and 3‑yr avg adjusted ROATCE 11.88% (94.38% payout), for a combined 122.19% of target (plus dividend equivalents) .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6x base salary; other executive officers 3x base salary, to be met within 5 years; as of Feb 2025 all NEOs had met or were on track .
- Hedging/pledging: strict prohibition on hedging, monetization transactions, and pledging of Popular securities by directors and executive officers .
- Change‑in‑control: double‑trigger vesting (qualifying termination within 2 years after a CIC); performance awards deemed earned at greater of target or actual through CIC, then time‑vested to end of cycle (accelerated on qualifying termination) .
- Equity grant timing/governance: standardized annual timing, no option grants since 2005, grants not timed to MNPI; all under shareholder‑approved plans .
Employment Terms
- No employment or change‑in‑control agreements with executive officers; no tax gross‑ups; clawback policy applies to incentive compensation (restatements and specified misconduct) per Rule 10D‑1/Nasdaq 5608 .
- Puerto Rico Law 80 statutory severance applies to Puerto Rico‑based employees (including executive officers) if terminated without “just cause,” with tenure‑based formulas (up to six months plus three weeks per year for >15 years) .
- Insider trading policy: prohibits trading on MNPI; policy included in Form 10‑K exhibit .
- Non‑compete/non‑solicit: included in equity/service agreements for retiring executives; the Company uses such covenants case‑by‑case (illustrated in CEO/CFO retirement arrangements) .
Performance & Track Record
- Financial and shareholder outcomes during recent years: 2024 GAAP net income $614.2m; adjusted net income $646.1m (+10% YoY); TBVPS $68.16 (+14% YoY); CET1 ~16% .
- Shareholder returns: 3‑year TSR 29.1% (75.6th percentile vs. peer index) for 2022–2024; 2024 stock closed at $94.06 (+15% YoY), outperforming KRX (+10%) but underperforming Nasdaq Bank Index (+17%) .
- Strategic execution: multi‑year transformation (technology modernization, digital/data platforms) with 2024 milestones in customer experience, agile delivery, and cloud deployments .
Compensation Governance & Shareholder Feedback
- Pay philosophy: heavy emphasis on variable, at‑risk pay; LTI split between performance and time‑vested equity; target total compensation around peer median .
- Compensation peer group: large regional/national banks (e.g., KEY, HBAN, CMA, EWBC, RF, ZION, FHN, WEBR, WAL, BOKF, MTB, etc.) used for pay/performance benchmarking; peer group reaffirmed in 2024 .
- Say‑on‑pay: 95.6% shareholder approval in May 2024, indicating strong support for program design .
Related Party Transactions, Hedging/Pledging, Insider Selling
- Hedging/pledging prohibited for directors and executive officers (mitigates misalignment risk) .
- No individual Form 4 trading data for Mr. Coleman Tió is disclosed in the proxy; Section 16(a) compliance for officers/directors was reported as satisfactory for 2024 .
- No related‑party transactions involving Mr. Coleman Tió were disclosed; the Company maintains a formal Related Party Transactions policy overseen by the Audit Committee .
Investment Implications
- Alignment: Executive officers (including the CLO role) operate under stringent ownership guidelines, prohibited hedging/pledging, and double‑trigger CIC equity—strongly aligning incentives with long‑term TSR and ROATCE, while discouraging short‑term risk‑taking .
- Retention/pressure: Four‑year RS vesting and three‑year PSU cycles stagger realizations, likely smoothing potential insider‑selling pressure; absence of individual employment/CIC agreements means retention leans on equity and career trajectory rather than contractual severance, with Law 80 providing baseline protection in Puerto Rico .
- Pay-for-performance: Corporate metrics (NI, ROATCE, transformation milestones) drove below‑target corporate payout factors in 2024 but above‑target strategic factors; longer‑term PSU outcomes tied to relative TSR/ROATCE paid above target for 2022–2024, reinforcing management’s delivery on shareholder outcomes through the cycle .
- Governance quality: Robust clawback policy, independent compensation oversight, and consistently strong say‑on‑pay support reduce governance red flags; no pledging or speculative transactions add comfort on risk controls .
Appendix: Select Corporate Performance Context (for reference)
| Metric | 2023 | 2024 |
|---|---|---|
| GAAP net income ($m) | 541.3 | 614.2 . |
| Adjusted net income ($m) | 586.6 | 646.1 . |
| CET1 ratio (year‑end) | 16.3% | ~16% . |
| Tangible book value/share ($) | 59.74 | 68.16 . |
| Stock price at year‑end ($) | 82.07 | 94.06; +15% YoY . |
| 3‑year TSR (2022–2024) | — | 29.1% (75.6th percentile) . |
Notes: All figures reflect Company disclosures; adjusted measures per non‑GAAP reconciliations in Appendix A of the proxy .