Lidio V. Soriano
POPULARAbout Lidio V. Soriano
Lidio V. Soriano, age 56, is Executive Vice President and Chief Risk Officer of Popular, Inc. (BPOP) and has served as CRO since August 2011; he is also a Director of Popular Bank and previously a Director of BPPR (Banco Popular de Puerto Rico) . In 2024, Popular delivered adjusted net income of $646.1 million (up 10% YoY) and GAAP net income of $614.2 million; BPOP shares ended 2024 at $94.06, +15% YoY, with executive incentives tied to net income, ROATCE, transformation milestones, and individual goals to align pay with performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Popular, Inc. | Executive Vice President & Chief Risk Officer | Aug 2011–present | Leads enterprise risk management; 2024 priorities included model validation for cards and consumer lending, enhanced issue management governance, strengthened BSA/AML technology, third-party risk framework, and First Line of Defense restructuring . |
| BPPR (Banco Popular de Puerto Rico) | Director | Oct 2014–Sep 2019 | Board oversight at main banking subsidiary . |
| Other banks (pre-Popular) | CFO; Head of Retail Bank & Mortgage Operations; Head of Commercial & Construction Mortgage; Head of Interest Rate Risk | 17 years (pre-2011) | Senior leadership across finance, lending, and ALM/risk functions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Popular Bank (Popular, Inc. subsidiary) | Director | Oct 2014–present | Subsidiary board role . |
| Puerto Rican League Against Cancer | Director | Aug 2018–present | Non-profit board service . |
Fixed Compensation
| Year | Base Salary ($) | Christmas Bonus ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|
| 2024 | 590,000 | 24,583 | 13,152 | 2024 base salary as of 12/31/24; NEO Christmas bonus equals 4.17% of salary for PR-based employees . |
| 2023 | 585,481 | 24,583 | 22,868 | |
| 2022 | 563,961 | 23,604 | 31,581 |
- 2024 STI target opportunity: 80% of base salary for NEOs (CEO 135%); actual payouts range 0–150% of target .
Performance Compensation
2024 Short-Term Incentive (STI) structure, metrics, and payout
| Metric | Weight | % of Target Earned (Soriano) | Notes |
|---|---|---|---|
| Corporate Net Income | 35% | 66% | Adjusted after-tax net income used for plan purposes . |
| Corporate ROATCE | 15% | 67% | Adjusted after-tax ROATCE . |
| Strategic (Transformation milestones) | 25% | 107% | Multi-year transformation milestones common to all NEOs . |
| Individual | 25% | 125% | CRO-specific goals noted below . |
| Total | 100% | 91% | STI payout factor for Soriano . |
| Dollar payout | $429,107 | Paid in 2025 for 2024 performance . |
CRO 2024 achievements (selected): completed credit card model validation and built personal/auto loan models; enhanced issue management governance; strengthened BSA/AML through tech improvements; led third-party risk assessment and framework build; revamped First Line of Defense structure .
2024 Long-Term Incentive (LTI) design and grant
- Design: 50% performance shares (PS) and 50% time-vested restricted stock (RS). PS vest on a 3-year cycle (2024–2026) and pay 0–150% based on two equally weighted measures: 3-year relative TSR vs U.S. banks with $25–$500B assets (capped at 100% if absolute TSR is negative) and absolute 3-year simple average ROATCE; dividend equivalents accrue to vest . RS vests 25% annually over 4 years .
- LTI target changes in 2024: Soriano’s target LTI increased from 80% to 100% of base salary; grants on Feb 22, 2024 reflected these revisions .
| 2024 LTI component | % of Target | % of Base Salary | Grant-Date Value ($) |
|---|---|---|---|
| Performance Shares | 100% | 50% | 295,000 |
| Restricted Stock | 120% | 60% | 354,000 |
| Total | 110% | 110% | 649,000 |
Performance shares—recent outcome context: The 2022–2024 PS cycle paid at 122.19% of target on combined metrics (relative TSR maxed; ROATCE at 94.38% of target) .
Multi-year compensation summary (NEO Summary Compensation Table)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 590,000 | 24,583 | 666,724 | 429,107 | 13,152 | 1,723,566 |
| 2023 | 585,481 | 24,583 | 486,157 | 433,355 | 22,868 | 1,552,444 |
| 2022 | 563,961 | 23,604 | 502,882 | 596,039 | 31,581 | 1,718,067 |
Equity Ownership & Alignment
- Beneficial ownership: 102,149 shares as of March 11, 2025; ownership is less than 1% of outstanding shares; includes 16,225 restricted shares subject to transferability/forfeiture conditions .
- Stock ownership guidelines: NEOs must own stock equal to 3x base salary (CEO 6x); hedging and pledging by executive officers and directors are prohibited .
- 2024 vesting activity: 9,150 shares vested with value realized of $763,695 .
Outstanding and unearned equity as of 12/31/2024 (priced at $94.06)
| Category | Shares (#) | Value ($) |
|---|---|---|
| Unvested restricted stock | 19,199 | 1,805,858 |
| Unearned performance shares (2023 + 2024 cycles at max basis in table) | 10,053 | 945,585 |
Vesting schedules and notable dates
| Grant/award | Vesting detail | Count (Soriano) |
|---|---|---|
| RS grants 2015–2024 | RS vests in substantially equal annual installments over four years following grant; 2024 award (granted Feb 22, 2024) vests 25% annually; earlier grants follow similar 4-year schedules (with retirement eligibility provisions) . | 2015: 1,690; 2016: 1,968; 2017: 764; 2018: 901; 2019: 902; 2020: 1,035; 2021: 745; 2022: 1,489; 2023: 2,588; 2024: 4,108 |
| 2022–2024 PS earned | Shares earned for 2022–2024 performance became subject to continued time-based vesting until Feb 25, 2025 | 3,009 |
Policy alignment and restrictions:
- Hedging/monetization transactions (e.g., collars, swaps, forwards) and pledging of Popular securities are prohibited for executive officers and directors .
- Double-trigger applies for equity acceleration upon change in control (CIC) .
Employment Terms
- Role start date: Executive Vice President & Chief Risk Officer since August 2011 .
- Agreements: No individual employment or change-in-control agreements with NEOs; no tax gross-ups; limited perquisites .
- Clawback: Incentive awards granted after Sept 25, 2014 are subject to recoupment under the Incentive Recoupment Guideline and Compensation Recoupment Policy, in addition to Rule 10D-1/Nasdaq requirements .
- Pension/deferred comp: Soriano is not eligible to participate in Popular’s defined benefit Retirement or Restoration Plans; pension plans have been frozen since 2009 .
- Severance framework: The company does not maintain executive-specific severance programs; severance is governed by Puerto Rico Law 80 (graduated months/weeks of compensation by service years) .
- Equity vesting by termination type:
- Retirement: RS becomes vested; PS has service vesting, with payout contingent on actual performance at cycle end .
- Death/Disability: RS and PS become vested .
- CIC: Double-trigger required; RS and PS become vested upon qualifying termination following CIC .
- Resignation/Termination with Cause: Forfeiture .
- Termination without Cause: Prorated vesting for RS and PS .
LTI value at termination as of 12/31/2024 (Soriano; stock $94.06)
| Scenario | Total ($) | Restricted Stock ($) | Performance Shares ($) |
|---|---|---|---|
| Retirement | 1,805,858 | 1,805,858 | — |
| Death & Disability | 2,436,248 | 1,805,858 | 630,390 |
| Change in Control (double-trigger) | 2,436,248 | 1,805,858 | 630,390 |
| Resignation | 1,805,858 | 1,805,858 | — |
| Termination w/o Cause | 2,115,315 | 1,805,858 | 309,457 |
Investment Implications
- Pay-for-performance alignment: Soriano’s 2024 STI paid at 91% of target with metric-level differentiation (NI 66%, ROATCE 67%, Strategic 107%, Individual 125%), and 2022–2024 PS cycle paid above target at 122.19%, indicating balanced linkage to profitability, capital efficiency, transformation, and long-term TSR/ROATCE outcomes .
- Retention vs. selling pressure: Significant unvested RS (19,199 shares; $1.81m at $94.06) and unearned PS (10,053; $946k value basis) create multi-year retention hooks via four-year RS vesting and three-year PS cycles; monitor Form 4 activity around quarterly/anniversary vest dates (RS vests 25% annually; PS cycles through 2026) .
- Alignment and risk controls: Beneficial ownership of 102,149 shares, combined with strict prohibitions on hedging/pledging and double-trigger CIC vesting, supports alignment and mitigates risk of opportunistic monetization; NEO stock ownership guideline is 3x salary, enhancing skin-in-the-game expectations .
- Downside protection and governance: Absence of employment/CIC agreements and of tax gross-ups, presence of clawback policies, and reliance on statutory Law 80 severance reduce parachute risk and enhance shareholder-friendly governance .
- Execution track record and risk: 2024 CRO priorities advanced model risk, BSA/AML tech, third-party risk, and 1LOD structure—areas central to regulatory resilience; continued progress is critical as Popular invests in transformation and data/tech capabilities that influence capital, credit, and operational risk profiles .