José R. Rodríguez
POPULARAbout José R. Rodríguez
José R. Rodríguez, age 66, is an independent director of Popular, Inc. since 2021. A Certified Public Accountant with over 40 years’ experience, he retired as a KPMG LLP audit partner in 2021 after holding senior leadership roles including COO of KPMG’s Global Audit Practice, Partner-in-Charge and Executive Director of KPMG’s Audit Committee Institute, and service on KPMG US’s Board. He is NACD Directorship Certified and brings deep accounting, auditing, governance, and risk oversight expertise to Popular’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner; COO Global Audit Practice; Partner-in-Charge & Executive Director, Audit Committee Institute; Board Member (US) | Partner 1995–2021; COO 2012–2015; ACI leadership 2016–2021; US Board 2006–2011 | Led internal regulatory investigations; global audit operations; audit committee education leadership |
| CareMax, Inc. | Chairman; Director | Chair Feb 2022–Feb 2025; Director Jun 2021–Feb 2025 | Board leadership at a healthcare platform company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Primoris Services Corporation | Director (public company) | Since May 2021 | Current public company directorship |
| Latin Corporate Directors Association | Chair & Board Member | Ongoing | Governance community leadership |
| Marymount University | Board of Trustees Member | Ongoing | Non-profit governance |
| Belmont Abbey College | Board of Trustees Member | Ongoing | Non-profit governance |
| University of Miami School of Business | Chair, Board of Overseers | Mar 2016–May 2024 | Academic oversight |
| Wake Forest University School of Business | Advisory Board Member | 2010–2024 | Academic advisory |
Board Governance
- Committee assignments and roles:
- Audit Committee: Chair; designated Audit Committee Financial Expert under SEC rules; 11 meetings in 2024; all members independent; charter last revised Dec 19, 2024 .
- Risk Management Committee: Member; designated Risk Management Expert under Dodd-Frank/FRB rules; 10 meetings in 2024; all members independent .
- Independence: The Board determined all current directors (except the Chairman Richard L. Carrión and then-CEO Ignacio Alvarez) meet Nasdaq independence standards; Rodríguez is independent .
- Attendance and engagement:
- Board met 11 times in 2024; each director attended 89% or more of Board and committee meetings; independent directors held 5 executive sessions in 2024 .
- Audit Committee report: As Chair, Rodríguez signed the Audit Committee Report recommending inclusion of 2024 audited financials in the Form 10-K; the committee discussed PCAOB-required matters and auditor independence with PwC .
Fixed Compensation
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Program structure (2024): Non-employee directors receive an annual retainer ($75,000), an equity grant ($125,000), and applicable chair retainers (Audit/Risk Chair $30,000); retainers payable in cash or equity at director’s election .
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2024 compensation received by José R. Rodríguez: | Component | Amount (USD) | Notes | |---|---:|---| | Annual Retainer (elected in RSUs) | $75,000 | Director elected equity in lieu of cash | | Annual Equity Grant (RSUs) | $125,000 | Standard director equity grant | | Dividend Equivalent RSUs | $25,739 | RSU dividend equivalents granted in 2024 | | Cash Fees | $0 | No cash fees shown for 2024 | | Total Stock Awards | $225,739 | Aggregates RSUs and dividend equivalents |
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2025 program update (effective at 2025 annual meeting): Retainer $85,000; equity grant $135,000; Audit/Risk Chair retainer $35,000; Lead Independent Director equity grant $35,000; equity awards vest one year after grant (changed from immediate vesting) .
Performance Compensation
- Director pay is not performance-based; it consists of fixed cash/equity retainers and annual RSUs with vesting per program design (2024 grants vest upon grant; 2025 grants vest after one year). No performance metrics (TSR, ROATCE, etc.) are tied to director compensation .
Other Directorships & Interlocks
| Company | Role | Interlocks/Related Parties |
|---|---|---|
| Primoris Services Corporation | Director | No Popular-related party transactions disclosed involving Rodríguez – |
| CareMax, Inc. | Former Chair/Director (ended Feb 2025) | No Popular-related party transactions disclosed involving Rodríguez – |
- Committee interlocks: The Talent & Compensation Committee disclosed no interlocks or insider participation among its members; Rodríguez is not listed as a member, and no Item 404 relationships are disclosed for him .
Expertise & Qualifications
- CPA since 1984; extensive audit, accounting, and governance leadership experience .
- Audit Committee Financial Expert designation (SEC rules) .
- Risk Management Expert designation (Dodd-Frank/FRB rules) .
- NACD Directorship Certified .
Equity Ownership
| Metric | Value | Date/Notes |
|---|---|---|
| Common shares beneficially owned | — | As of Mar 11, 2025; “—” indicates none under Rule 13d-3 |
| Percent of class | — | As of Mar 11, 2025; less than 1% |
| RSUs outstanding (director awards) | 11,714 | As of Mar 11, 2025; RSUs vest and are delivered per director election schedule |
| RSUs outstanding | 11,450 | As of Dec 31, 2024 |
| Stock ownership guideline | 5x annual retainer within 3 years of election | Board reports directors are compliant or on track |
| Hedging/Pledging | Prohibited for directors | Corporate guidelines prohibit pledging and speculative transactions |
| Section 16(a) compliance | All requirements satisfied in 2024 | No delinquent filings for directors/officers |
Governance Assessment
- Strengths
- Highly qualified audit and risk expert; chairs Audit Committee with active oversight (11 meetings in 2024) and signs Audit Committee Report, evidencing engagement and process rigor .
- Independent director with strong attendance (≥89% of Board/committee meetings) and participation in executive sessions .
- Compensation mix is equity-heavy (elected RSUs over cash), aligning incentives with shareholder value; adheres to ownership guidelines with hedging/pledging prohibited .
- No related-party transactions or conflicts disclosed involving Rodríguez; Board confirmed independence –.
- Watch items
- Beneficial ownership table shows no common shares under Rule 13d-3, though RSUs are outstanding; continued monitoring of progress to meet/exceed 5x retainer ownership guideline (Board notes directors are compliant/on track) .
- Multi-board commitments should be monitored for time demands; Popular’s guidelines limit overall board service and audit committee memberships (Rodríguez’s current roles appear consistent with those limits) .
Broader governance signals: 2024 Say-on-Pay approval was 95.6%, supporting management’s pay-for-performance framework and overall governance environment . Committee charters were refreshed Dec 19, 2024, indicating ongoing governance maintenance .