Manuel Chinea
POPULARAbout Manuel Chinea
Manuel Chinea, age 59, is Executive Vice President of Popular, Inc. and Chief Operating Officer of Popular Bank (U.S.)—EVP since January 2016 and Popular Bank COO since February 2013—with a remit spanning retail deposits growth, lending, and digital origination at Popular Bank; he is retirement-eligible under plan definitions and a Named Executive Officer (NEO) in 2024 . Popular’s 2024 adjusted net income rose 10% to $646.1 million and GAAP net income was $614.2 million, while BPOP shares closed 2024 at $94.06 (+15% YoY), outperforming the KRX (+10%) but slightly trailing the Nasdaq Bank Index (+17%); pay-versus-performance reporting shows strong linkage of NEO compensation with ROATCE and TSR . Chinea’s own 2024 short‑term incentive payout was 84% of target based on corporate Net Income and ROATCE, strategic initiatives, and individual goals tied to Popular Bank growth and margin management, indicating pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Popular, Inc. | Executive Vice President | Jan 2016–present | Senior leadership, transformation and performance governance at corporate level |
| Popular Bank (U.S.) | Chief Operating Officer | Feb 2013–present | Grew Popular Bank loans and deposits; advanced online deposit origination; NIM management; non-interest income diversification |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Popular Foundation | Trustee | Oct 2013–present | Community engagement and philanthropy |
| Hispanic Federation | Director; Chairman | Director: Jun 2016–present; Chair: Jul 2020–Jul 2023 | Community development and advocacy |
| Junior Achievement New York | Director | Oct 2017–Mar 2021 | Youth financial education |
| Newark 40 Acres and a Mule Fund | Advisory Board member | Sep 2020–present | Community investment advisory |
| NY State DFS Advisory Council (CDFIs/MDIs) | Advisory Council member | Jan 2022–present | Policy input on community and minority depository institutions |
| U.S. Treasury CDFI Fund | Community Development Advisory Board member | Appointed Sep 2024 | National community finance advisory |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 537,605 | 560,340 | 564,991 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 423,294 | 464,082 | 552,041 |
| Non‑Equity Incentive (STI) ($) | 587,892 | 384,031 | 380,132 |
| All Other Compensation ($) | 50,387 | 47,725 | 48,606 |
| Total Compensation ($) | 1,599,178 | 1,460,977 | 1,545,770 |
| STI Target (% of Salary) | 80% (NEOs) | 80% (NEOs) | 80% (NEOs) |
| LTI Target (% of Salary) | 80% (NEOs) | 80% (NEOs) | 90% (Chinea) effective 2024 |
Notes:
- CEO/NEO STI targets cited where program-wide disclosures apply; Chinea is included among “other NEOs.”
- 2024 LTI target was increased to 90% of base for Chinea in February 2024 .
Performance Compensation
Short‑Term Incentive (2024 – paid Q1 2025)
| Metric | Weight | Target (qualitative) | Actual (% of target earned) | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Corporate Adjusted Net Income | 35% | Corporate plan | 66% | 380,132 total STI | Cash; paid following year |
| Corporate Adjusted ROATCE | 15% | Corporate plan | 67% | Cash; paid following year | |
| Strategic Goals | 25% | Transformation milestones | 107% | Cash; paid following year | |
| Individual Goals | 25% | Popular Bank KPIs | 98% | Cash; paid following year | |
| Total | 100% | 84% | 380,132 |
Selected 2024 Individual Achievements (Popular Bank): +$615m loans (+6%), +$1.7b deposits (+15%); NIM 2.65% (down from 2.98%); non‑interest income $26m (+5.5% YoY); improved NPS and digital onboarding metrics .
Long‑Term Incentive (February 2024 grant)
| Component | Weight | Grant Date | Quantity (shares) | Performance Period | Vesting | Payout Range |
|---|---|---|---|---|---|---|
| Performance Shares (PSUs) | 50% | Feb 22, 2024 | Target 3,046; Threshold 1,524; Max 4,570 | 2024–2026 | Earned based on TSR vs U.S. banks (assets $25–500B) and absolute 3‑yr avg ROATCE; vest after committee certification in Feb 2027 | 0–150% of target |
| Restricted Stock (RS) | 50% | Feb 22, 2024 | 3,385 | N/A | Time‑vested: 25% annually over 4 years starting grant date | 0–150% of target size possible at grant |
Valuation inputs for 2024 grants: RS/financial-metric PSUs valued at grant-date close $83.48; TSR PSUs Monte Carlo at $93.50 . In 2024, Chinea also had 2022–2024 PSUs earned at 2,843 shares (plus 269 dividend equivalents), subject to time‑based vesting through Feb 25, 2025 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (Common) | 34,336 shares as of Mar 11, 2025; less than 1% of class (69,338,987 shares outstanding) |
| Shares counted in “beneficial ownership” include restricted stock under Omnibus Plans | 7,423 for Chinea |
| Outstanding unvested RS (FV at $94.06) | 10,190 shares; $958,471 |
| Unearned PSUs not yet vested (FV at $94.06) | 9,105 shares; $856,416 |
| 2024 stock awards vested | 7,781 shares; $649,488 realized |
| Stock ownership guidelines | 3x base salary for NEOs; all NEOs met or are on track by deadlines (unvested PSUs excluded from compliance) |
| Hedging/pledging | Prohibited for directors and executive officers |
| Deferred compensation balance (PNA Deferral Plan) | $3,024,990 aggregate balance at 12/31/2024; 2024 agg. earnings $264,644 |
| Pension (Retirement Plan – frozen) | Credited service 11.750 years; present value $172,386 at 12/31/2024 |
Vesting schedule highlights for RS:
- 2015–2019 awards: vest upon retirement eligibility (age/service conditions) .
- 2020: 80% vests over 4 years; 20% vests upon retirement .
- 2021–2024: vest in substantially equal annual installments over 4 years from grant dates .
- 2023 PSUs: vest in Feb 2026, subject to 2023–2025 performance .
Insider trading signal:
- On May 9, 2024, Chinea sold 12,000 BPOP shares at a weighted avg ~$90.705; post‑sale direct holdings reported at ~27,085.632 shares, with phantom stock holdings ~3,267.91; Form 4 filed May 13, 2024 . Public trackers indicate 0 buys, 2 sells by Chinea over 5 years .
Employment Terms
| Scenario (as of 12/31/2024) | Total LTI Value ($) | RS ($) | PSUs ($) |
|---|---|---|---|
| Retirement | 958,471 | 958,471 | — |
| Death & Disability | 1,529,416 | 958,471 | 570,944 |
| Change in Control (double trigger) | 1,529,416 | 958,471 | 570,944 |
| Resignation | 958,471 | 958,471 | — |
| Termination Without Cause | 1,243,599 | 958,471 | 285,127 |
Key terms:
- No employment or change-in-control agreements; no tax gross‑ups .
- Double‑trigger acceleration for change in control under 2020/2004 Omnibus Plans; PSUs deemed earned at target or actual through change date, with time‑based vesting through original cycle and acceleration on qualifying termination within two years .
- Puerto Rico Law 80 statutory severance applies to Puerto Rico‑based employees terminated without “just cause,” with months/weeks of compensation determined by service tenure brackets .
Clawback and policies:
- Clawback compliant with SEC Rule 10D‑1 and Nasdaq Listing Rule 5608; additional misconduct triggers .
- Prohibition on hedging, monetization, speculation, and pledging of Popular securities by executive officers .
Compensation Structure Analysis
- Mix and risk: Chinea’s pay is majority variable and equity-based (STI tied to Net Income/ROATCE/strategy/individual KPIs; LTI split PSUs/RS), consistent with program targeting 66%+ “at risk” for NEOs and enhanced LTI targets in 2024, which increases long‑term alignment but also extends vesting duration (four-year RS; three-year PSU cycles) .
- Metric rigor: PSU metrics combine relative TSR (peer banks $25–$500B assets) with absolute 3‑year avg ROATCE; historical cycle awards have paid near/above target based on delivered ROATCE and TSR (e.g., 2022–2024 cycle combined ~122.19% of target at corp level) .
- No options; grants are RS + PSUs only in 2024 grants table; option exercises table included only stock awards vested (no options listed) .
- Say‑on‑pay: 95.6% approval in May 2024 indicates strong shareholder support for compensation design .
Equity Ownership & Alignment Details
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Unvested RS (#) | 10,829 | — | 10,190 |
| Unearned PSUs (#) | 5,168 | — | 9,105 |
| Stock awards vested (#) | — | — | 7,781 |
| Value realized on vesting ($) | — | — | 649,488 |
Ownership guideline status: NEO requirement of 3x base salary met or on track as of Feb 2025 (PSUs excluded from compliance) . Prohibition on pledging eliminates collateralization risk .
Compensation Peer Group (for benchmarking context)
Peer banks used for pay/performance comparisons include M&T, Regions, Huntington, KeyCorp, East West, Comerica, Western Alliance, Webster, Synovus, SouthState, Zions, Valley National, First Horizon, F.N.B., Old National, Cadence, Cullen/Frost, Wintrust, BOK Financial .
Performance & Track Record
- 2024 Popular Bank outcomes under Chinea: loans +$615m (+6%), deposits +$1.7b (+15%), NIM 2.65% (from 2.98% in 2023), non‑interest income $26m (+5.5% YoY), improved customer metrics; STI earned at 98% of individual component and 84% overall .
- 2023 Popular Bank outcomes: loans +$1b (+11%), deposits +$2.6b (+30%), NIM 2.98% (from 3.68% in 2022), non‑interest income $24m (+10% YoY); STI earned at 93% overall .
Governance, Policies, and Shareholder Feedback
- Strong governance: double‑trigger CIC vesting, clawback policies, prohibition of hedging/pledging; independent compensation consultant; succession planning oversight .
- Say‑on‑pay approval: 95.6% in 2024; Board recommends continued annual advisory vote .
Investment Implications
- Alignment: Chinea’s compensation is tightly linked to Popular Bank growth, NIM management, and corporate ROATCE/TSR over multi‑year horizons via PSUs—supporting long‑term shareholder alignment and retention through four‑year RS vesting .
- Retention/pressure: Retirement eligibility can accelerate RS vesting; double‑trigger CIC terms limit windfalls without job loss; observed insider sale in May 2024 (12,000 shares, ~$1.09m) suggests periodic liquidity events around vesting windows, but hedging/pledging bans and ownership guidelines constrain misalignment risk .
- Execution risk: Popular Bank margin pressure persists (NIM down YoY), but deposit growth and fee diversification are positive signals; STI payouts below target (84%) in 2024 reflect balanced discipline in incentive design .
- Shareholder support: High say‑on‑pay approval and robust governance reduce compensation‑related overhang; peer‑group benchmarking and clawback enforcement mitigate pay inflation and conduct risks .