María Luisa Ferré Rangel
POPULARAbout María Luisa Ferré Rangel
Independent director of Popular, Inc. since 2004 (age 61), Ferré Rangel is Chief Executive Officer of FRG, LLC, a diversified family holding company in media, real estate, contact centers and distribution across Puerto Rico, the U.S., and Chile. She brings deep familiarity with Popular’s core market and communications oversight, and currently chairs the Corporate Governance & Nominating Committee and serves on the Technology Committee; she also sits on the board of W.R. Berkley Corporation (since May 2017) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FRG, LLC | Chief Executive Officer | Since 2001 | Leads largest communications/media group in PR; governance and oversight experience |
| GFR Media, LLC | Director; Chair | Director since 2003; Chair 2006–Feb 2016 | Publisher of El Nuevo Día and Primera Hora since 2006; market and communications insight |
| The Luis A. Ferré Foundation, Inc. | President & Trustee | Since 2003 | Philanthropy oversight; arts and education focus |
| Multisensory Reading Center of PR, Inc. | President, Board of Directors | Since 2012 | Education governance |
| Partnership for Modern Puerto Rico | Board Member | 2019–2023 | Policy and civic engagement |
| MoMA Latin American Caribbean Fund | Member | Since 2013 | Cultural institution engagement |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| W.R. Berkley Corporation (WRB) | Director | Since May 2017 | Serves on Audit and Nominating & Corporate Governance committees at WRB |
| Smithsonian National Board | Member | Since 2017 | Cultural institution governance (historical disclosure) |
| Endeavor Puerto Rico; Boys & Girls Club of Puerto Rico (Advisory Board) | Board/Advisory | 2017–2018 (historical disclosure) | Community/economic development roles |
Board Governance
- Independence: Independent director since 2004 .
- Current BPOP Committees: Corporate Governance & Nominating (Chair); Technology .
- Committee history: Previously chaired Talent & Compensation; member of Corporate Governance & Nominating (2021–2023) .
- Attendance and engagement:
- 2024: All directors attended the annual shareholders’ meeting; independent directors met 5 times; executive sessions after each in-person board meeting .
- 2022: Board met 12 times; each director attended 93% or more of Board and committee meetings .
- Governance practices: Majority voting standard; declassified board (annual elections); independent executive sessions and stock ownership guidelines; hedging/pledging prohibited .
Fixed Compensation
| Element | 2024 Program (effective May 2024) | 2025 Program (effective at 2025 Annual Meeting) | Vesting Policy | Notes |
|---|---|---|---|---|
| Annual Retainer (Member) | $75,000 | $85,000 | 2024: equity vests on grant; 2025: equity vests at 1-year anniversary | Retainer paid in cash or equity at director’s election |
| CG&N Chair Retainer | $20,000 | $25,000 | As above | Chair retainers; Audit Chair retainer $30k (2024) → $35k (2025) |
| Chairman of the Board Retainer | $150,000 | $150,000 | As above | Not applicable to Ferré Rangel |
| Lead Independent Director Equity Grant | $25,000 (equity) | $35,000 (equity) | As above | Not applicable to Ferré Rangel |
- 2021 practice: Ferré Rangel elected to receive committee chair retainers in cash .
Performance Compensation
Directors at Popular do not receive performance-based pay; compensation is a mix of retainers and equity with time-based vesting.
| Metric | 2021 | 2024 | 2025 | Terms |
|---|---|---|---|---|
| Annual Equity Grant (grant-date fair value) | RSUs; annual grant; example RSU count: 1,582 units for non-employee directors | $125,000 | $135,000 | 2024 awards vest on grant and deliver post-retirement; beginning 2025, equity vests at 1-year anniversary; dividend equivalents accrue as RSUs |
| Delivery of RSUs | Deferred until termination (lump sum next Aug 15, or 5 annual installments) | Deferred | Deferred | Director election for delivery timing |
| Options | None disclosed for directors | None disclosed | None disclosed | Equity delivered in stock or RSUs |
Other Directorships & Interlocks
| Company | Relationship to BPOP | Potential Interlock/Conflict Considerations |
|---|---|---|
| W.R. Berkley Corporation | Insurance holding company; Ferré Rangel serves as director and on Audit/NCG at WRB | No disclosed commercial transactions with BPOP; minimal competitive overlap (banking vs insurance). Monitor for any banking/insurance partnerships |
Expertise & Qualifications
- 23 years as CEO of FRG, LLC; oversight of complex, multi-business operations in BPOP’s core market .
- Communications leadership (publisher of the island’s leading newspapers), providing insight into stakeholder engagement and reputation management .
- Board leadership and governance (CG&N Chair), with prior compensation committee chair experience .
Equity Ownership
| Date | Shares Beneficially Owned | % of Outstanding | RSUs Outstanding (not beneficially owned) | Notes |
|---|---|---|---|---|
| Mar 11, 2025 | 49,833 | <1% (69,338,987 shares outstanding) | 14,077 | Includes shares under omnibus plans subject to restrictions; RSUs delivered after service ends |
| Mar 14, 2023 | 49,422 | <1% (71,974,242 shares outstanding) | 9,589 | Footnote indicates 34,400 shares under plans; RSUs vest immediately and deliver post-service |
| Feb 27, 2017 | 75,530 common; 4,175 preferred (Series B) | <1% | — | Historical snapshot; also noted indirect holdings via foundations/affiliates |
- Ownership guidelines: 5x annual retainer; directors must achieve within three years; pledging prohibited; directors in compliance or on track .
- No pledged shares disclosed for Ferré Rangel .
Related Party Transactions (Conflict Risk)
- BPPR Call Center Services: Contract with an entity indirectly owned by Ferré Rangel and siblings; competitively bid RFP; Audit Committee approved under Related Party Policy. Renewed Sept 1, 2024 for one year; total estimated ~$896,000; BPPR paid ~$877,000 in 2024. Prior renewal Sept 1, 2023; estimated ~$989,000; BPPR paid ~$816,000 in 2023 .
- Donations to The Luis A. Ferré Foundation (Ferré Rangel serves as President/Trustee): Popular agreed in Aug 2024 to donate $80,000 annually for five years plus $75,000 annually for programs; Audit Committee approved per policy .
- Policy and approval process: Formal Related Party Policy with Audit Committee review, competitive benchmarks, and disinterested approval .
RED FLAG: Ongoing related-party services (call center) and charitable donations to a foundation led by the director pose perception risks despite competitive bidding and Audit Committee approval. Continued transparency and recusal are essential .
Governance Assessment
-
Strengths:
- Long-tenured independent director with deep local market/communications expertise and governance leadership (CG&N Chair; Technology Committee) .
- Strong board processes (majority voting, executive sessions, declassified board), and attendance record (≥93% in 2022; full annual meeting attendance in 2024) support board effectiveness .
- Ownership alignment via 5x retainer guideline; no pledging; RSU delivery deferral enhances long-term alignment .
-
Risks/Watch Items:
- Related-party contract renewals and donations connected to entities led or owned by Ferré Rangel—appropriately vetted but persistent optics risk; monitor renewal terms and continued Audit Committee oversight .
- Compensation structure adjustment in 2025 (higher cash/equity retainers; vesting at one year) is market-aligned but increases guaranteed pay; ensure continued emphasis on director engagement and effectiveness .
-
Overall signal: Governance involvement and local-market insight are positives for investor confidence; related-party exposure is manageable with robust policy controls but warrants ongoing monitoring and clear disclosure .
Appendix: Committee Timeline (Selected)
| Year | Committees |
|---|---|
| 2021–2022 | Talent & Compensation (Chair); Corporate Governance & Nominating |
| 2023–2025 | Corporate Governance & Nominating (Chair); Technology |
Appendix: Attendance Summary
| Year | Board Meetings | Attendance Detail |
|---|---|---|
| 2022 | 12 | Each director attended ≥93% of Board and committee meetings |
| 2024 | — | All directors attended the annual meeting; independent directors met in executive session 5 times; executive sessions after each in-person Board meeting |
Notes on Say-on-Pay and Shareholder Signals (Context)
- 2023 Annual Meeting: Advisory vote on executive compensation approved (For: 56.74M; Against: 1.36M) .
- Director elections historically under majority voting with resignation policy for non-majority incumbents .