Myrna M. Soto
POPULARAbout Myrna M. Soto
Independent director of Popular, Inc. (BPOP) since 2018; age 56. A veteran cybersecurity and technology-risk executive, she is CEO and Founder of Apogee Executive Advisors LLC and previously held senior roles at Forcepoint, Digital Hands, Comcast, and MGM Resorts. At BPOP she serves on the Corporate Governance & Nominating, Risk Management (designated Risk Management Expert), and Technology Committees; her board tenure and committee assignments align with deep cyber, technology, and enterprise risk expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forcepoint, LLC | Chief Strategy and Trust Officer | Jun 2020–May 2021 | Strategy and trust oversight at global cybersecurity firm |
| Digital Hands, LLC | Chief Operating Officer | Mar 2019–May 2020 | Operated managed security services platform |
| ForgePoint Capital | Partner; Venture Advisor | Apr 2018–Mar 2019; Venture Advisor since Mar 2019 | Cybersecurity-focused VC investing/advisory |
| Comcast Corporation | SVP & Global Chief Information Security Officer | Sep 2009–Apr 2018 | Led global cybersecurity and tech risk programs |
| MGM Resorts International | VP IT Governance & CISO | 2005–Sep 2009 | Governance/infosec across hospitality portfolio |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CMS Energy Corporation | Director (public company) | Since Jan 2015 | Current board service |
| TriNet Group, Inc. | Director (public company) | Since May 2021 | Current board service |
| Spirit Airlines, Inc. | Director (public company) | Mar 2016–Mar 2025 | Retired Mar 2025 |
| Delinea, Inc. | Director (private, PAM) | Since Jul 2021 | Privately held cybersecurity provider |
| Vectra AI, Inc. | Director (private) | Since May 2023 | Privately held cybersecurity firm |
| Huntress Labs Incorporated | Director (private) | Aug 2023–Jul 2024 | Privately held cybersecurity services |
| Headspace, Inc. | Director (private) | Mar 2021–Aug 2024 | Privately held mental healthcare platform |
| TPG | Senior Investment Advisor | Since Jan 2022 | Global asset manager advisory role |
Board Governance
- Independence: The board determined all directors except the Chairman (Carrión) and CEO (Alvarez) are independent under NASDAQ standards; Soto is independent .
- Executive sessions: Non-management directors met after each in-person board meeting; independent directors met five times in 2024 .
- Attendance: The board met 11 times in 2024; each director attended 89% or more of board and applicable committee meetings .
- Committee assignments and structure for Soto:
- Corporate Governance & Nominating: 5 meetings in 2024; all members independent; charter last revised Dec 19, 2024 .
- Risk Management: 10 meetings in 2024; all members independent; Soto designated Risk Management Expert under Dodd-Frank/FRB rules; charter last revised Dec 19, 2024 .
- Technology: 4 meetings in 2024; all members independent except the Chair (Carrión); charter last revised Dec 19, 2024 .
| Committee | 2024 Meetings | Independence | Chair | Charter Last Revised |
|---|---|---|---|---|
| Corporate Governance & Nominating | 5 | Each member independent | María Luisa Ferré | Dec 19, 2024 |
| Risk Management | 10 | Each member independent | C. Kim Goodwin | Dec 19, 2024 |
| Technology | 4 | All members independent except Carrión | Richard L. Carrión | Dec 19, 2024 |
Fixed Compensation
- Director pay program (2024): $75,000 annual retainer; $125,000 equity grant; additional retainers for Chairman ($150,000), Lead Independent Director equity grant ($25,000), committee chairs ($30,000 Audit/Risk; $20,000 Compensation/Governance). Retainers/equity payable in cash or equity at director election; 2024 equity for directors vests on grant .
- Director ownership requirement: Within three years, directors must hold Popular stock equal to five times the annual retainer; each director is in compliance or on track; pledging/hedging of Popular securities is prohibited .
| Component | 2024 Amount ($) |
|---|---|
| Annual Director Retainer | $75,000 |
| Annual Equity Grant | $125,000 |
| Chairman Retainer (if applicable) | $150,000 |
| Lead Independent Director Equity Grant (if applicable) | $25,000 |
| Committee Chair Retainer – Audit & Risk | $30,000 |
| Committee Chair Retainer – Talent & Compensation; Corporate Governance & Nominating | $20,000 |
Soto’s 2024 director compensation and mix:
| Component | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $75,000 |
| Stock Awards (RSUs/common stock incl. dividend equivalents) | $170,701 |
| Total | $245,701 |
Grant detail in 2024: 1,392 stock award units; 518 RSUs as dividend equivalents (plus retainer election in cash) .
Performance Compensation
| Metric | Director Compensation Linkage |
|---|---|
| Performance conditions tied to director pay | None; director equity awards vest on grant in 2024 program; new program effective at the 2025 annual meeting vests equity one year post-grant; no performance metrics for director grants |
Other Directorships & Interlocks
| Company | Current/Past | Overlaps with BPOP directors |
|---|---|---|
| CMS Energy Corporation | Current | No overlap disclosed in BPOP proxy director bios |
| TriNet Group, Inc. | Current | No overlap disclosed in BPOP proxy director bios |
| Spirit Airlines, Inc. | Past (retired Mar 2025) | No overlap disclosed in BPOP proxy director bios |
Expertise & Qualifications
- 34+ years in information technology and cybersecurity, including Fortune 500 enterprise programs; recognized for tech risk integration and governance .
- Designated Risk Management Expert at BPOP; aligns with oversight of cyber, technology, capital, and environmental risk at board level .
- Extensive board experience across energy, HR tech, aviation, and cybersecurity startups; Senior Investment Advisor role broadens industry insight .
Equity Ownership
- Beneficial ownership: 3,273 BPOP shares as of March 11, 2025; less than 1% of outstanding shares .
- Outstanding director equity:
- Restricted stock outstanding: 2,765 shares as of Dec 31, 2024 .
- RSUs outstanding (subject to deferred delivery): 18,989 as of Dec 31, 2024 .
- Ownership policy compliance: directors must hold stock equal to 5x retainer within three years; each director compliant or on track; hedging/pledging prohibited .
| Item | Detail |
|---|---|
| Beneficial Ownership (shares; % of class) | 3,273; <1% |
| Restricted Stock Outstanding | 2,765 shares |
| RSUs Outstanding | 18,989 units |
| Ownership Guideline | 5x annual retainer; compliant/on track |
| Hedging/Pledging | Prohibited for directors/executives |
Governance Assessment
- Strengths
- Independence and attendance: Independent under NASDAQ; ≥89% attendance across board/committee meetings in 2024 .
- Risk oversight credentials: Formal Risk Management Expert designation; service on Risk Management and Technology Committees aligns with cyber and tech-risk background .
- Ownership alignment: Meaningful equity awards and stringent director ownership guideline (5x retainer); pledging/hedging prohibited, reinforcing alignment and risk discipline .
- Governance engagement: Corporate Governance & Nominating Committee oversight includes sustainability, director education, and evaluations—Soto participates within an active governance framework .
- Investor support: 2024 say-on-pay approval at 95.6% indicates broad shareholder confidence in compensation governance (macro signal for board oversight quality) .
- Potential watch items
- External affiliations: Advisory role at TPG and multiple cybersecurity board seats—no related-party transactions disclosed for Soto, but continued monitoring is prudent; audit review processes cover related party oversight .
- Technology Committee independence exception (Chair is non-independent): Still majority independent; Soto’s presence mitigates risk with tech/cyber oversight .
No related-party transactions involving Soto were disclosed in 2024; board-level policies require Audit Committee review and approval of any such transactions, with explicit pre-approval categories and prohibitions to prevent conflicts .