Richard L. Carrión
POPULARAbout Richard L. Carrión
Chairman of the Board of Popular, Inc. since 1993; Executive Chairman (2017–2019) and CEO (1994–2017), with 48 years in banking and deep knowledge of Puerto Rico’s economy and the financial industry . Age 72; Director since 1991 . Not independent under Nasdaq standards; the Board requires a Lead Independent Director when the Chair is not independent . The Board met 11 times in 2024 and each director attended 89% or more of Board/committee meetings; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Popular, Inc. | CEO; President; Executive Chairman | CEO 1994–2017; President 1991–2009 and 2010–2014; Executive Chairman 2017–2019 | Led transformation, capital actions, long-tenured leadership |
| Banco Popular de Puerto Rico (BPPR) | CEO; President; Chairman; Executive Chairman | CEO 1989–2017; President 1985–2004 and 2010–2014; Chairman since 1993; Executive Chairman 2017–2019 | Oversaw core bank operations in PR market |
| Popular Bank (US) | Executive Chairman; Chairman | Executive Chairman 2017–2019; Chairman since 1998 | Governance of US subsidiary |
| Federal Reserve Bank of New York | Director | 2008–2015 | Monetary/financial system oversight experience |
| International Olympic Committee | Member; Chair, Finance Commission | Member since 1990; Finance Chair 2002–2013 | Large-scale finance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Verizon Communications, Inc. | Director | 1995–May 2019 | Former US public company directorship |
| Vall Banc (Andorra) | Chairman | Oct 2017–Feb 2022 | Bank governance in EU jurisdiction |
| NIBC Holdings N.V. (Netherlands) | Supervisory Board Member | Sep 2017–Feb 2021 | European commercial bank board |
| First Bank (Romania) | Director | Nov 2018–Jun 2024 | Concluded 2024 |
| Fundación Banco Popular, Inc. | Chairman, Board of Trustees | Since 1991 | Corporate foundation leadership |
| Popular Foundation, Inc. | Chairman/Director | Since 2005 | US foundation leadership |
| RCA3 Investments, LLC | Managing Member | Since Oct 2017 | Financial consulting entity |
Board Governance
- Independence: Not independent (Board determined Messrs. Carrión and Alvarez are not independent) .
- Board leadership: Chair role held by Carrión; Lead Independent Director required under guidelines. Lead Independent Director transitioned from John W. Diercksen to María Luisa Ferré effective May 8, 2025 .
- Committee assignments: Chair, Technology Committee (4 meetings in 2024; members largely independent except Carrión) .
- Attendance: Board met 11 times in 2024; each director attended ≥89% of Board and committee meetings; independent directors met in executive session 5 times; all directors attended the 2024 annual meeting .
Fixed Compensation (Director)
| Component | Amount | 2024 Notes |
|---|---|---|
| Annual Director Retainer (cash or equity at election) | $75,000 | All directors; payable in cash or equity |
| Chairman Retainer (cash or equity) | $150,000 | Additional for Chair; does not receive committee chair retainer for Tech |
| Annual Equity Grant (RSUs or common stock) | $125,000 | RSUs vest/become non-forfeitable at grant under 2024 program |
| Committee Chair Retainers | $30,000 (Audit/Risk); $20,000 (Comp/Nominating) | Paid to respective chairs |
2024 Non-Employee Director Compensation (Carrión):
| Fees Earned (Cash) | Stock Awards | All Other Compensation | Total |
|---|---|---|---|
| $225,000 | $157,499 | $29,368 (personal security $25,015; vehicle use; wellness center access) | $411,867 |
2025 Program (effective at 2025 AGM): Retainer $85,000; Equity grant $135,000; Lead Independent Director equity grant $35,000; Chair retainers increased; equity awards vest on one-year anniversary of grant .
Performance Compensation
- No performance-based director compensation disclosed (no options/PSUs for directors; equity awards time-based and/or RSUs) .
Other Directorships & Interlocks
| Relationship | Details | Governance Consideration |
|---|---|---|
| Philanthropic foundations | Carrión chairs Fundación Banco Popular and Popular Foundation; Popular contributed ~$1.1m (PR foundation) and $241k (US foundation) plus in-kind resources ($1.6m PR; $104k US) in 2024 | Non-profit related-party oversight; routine CSR with Audit Committee review |
| Technology Committee Chair | Oversees major tech strategy, vendor risks, innovation | Board-level oversight of transformation and tech risk |
| Prior public boards | Verizon director until May 2019; European bank boards (Vall Banc, NIBC) ended by 2022/2021; First Bank (Romania) ended 2024 | No current US public company interlock identified |
Expertise & Qualifications
- 48 years banking leadership; extensive knowledge of PR economy and financial markets; FRBNY directorship (2008–2015) and IOC Finance Chair role indicate high-level financial stewardship .
- Technology oversight via chairing Technology Committee aligned with Popular’s transformation initiatives .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Richard L. Carrión | 292,487 | <1% (“*”) | Includes 74,467 shares via ~22.014% interest in Junior Investment Corporation (which owns 338,275 shares) |
| RSUs outstanding (12/31/2024) | 13,586 | — | RSUs deliver post-retirement per elected schedule |
| 2024 RSU/Common stock awards | 1,392 RSUs; 368 RSU dividend equivalents | — | Annual director grant and dividend equivalents |
- Ownership guidelines: Directors must hold stock equal to 5x annual retainer within 3 years; compliance reported; pledging and hedging prohibited .
Related-Party Exposure and Conflicts
- Commercial real estate loan to a corporation in which Carrión and family have ownership interests: refinanced and renewed multiple times; current terms: refinanced Dec 28, 2021 by the Corporation at 4.50% rate, maturity Dec 2026, 20-year amortization; 2024 payments ~$1.27m principal and ~$1.45m interest; largest 2024 balance ~$32.4m; year-end balance ~$31.1m; borrower current; Audit Committee approval under Related Party Policy .
- Foundation contributions where Carrión is Chair: PR foundation ~$1.1m contributions; US foundation ~$241k; plus in-kind support; governance under Related Party Policy .
- Perquisites: Personal security and vehicle use disclosed for Carrión (non-employee director) .
Governance Assessment
- Strengths:
- Deep institutional knowledge and industry credibility; strong Board/committee attendance and active tech oversight supporting transformation .
- Robust governance framework: majority independent Board; Lead Independent Director with defined authority; executive sessions; anti-pledging/hedging; annual self-assessments; recoupment policy .
- Concerns/RED FLAGS:
- Non-independent Chair may dampen perceived board independence; mitigated by Lead Independent Director structure and majority independent committees .
- Related-party commercial loan exposure tied to family interests; although on market terms and Audit Committee-approved, it is a governance sensitivity (monitor performance and approvals) .
- Philanthropic related-party contributions to foundations chaired by Carrión—appropriate CSR but requires continued transparency and Audit Committee oversight .
- Alignment:
- Meaningful share ownership and RSUs; director stock ownership guidelines; prohibition on pledging/hedging supports alignment .
Additional Signals
- Board committee activity and oversight of risk, technology, and compensation are formalized via charters; Technology Committee focus aligns with modernization and cloud/data foundations .
- Director compensation is balanced across cash and equity; 2025 increases (retainer/equity) reflect peer benchmarking—investors should monitor pay inflation against governance responsibilities .
- Company performance context (for broader governance narrative): BPOP closed 2024 at $94.06 (+15% YoY), outperforming KRX (+10%) but below Nasdaq Bank Index (+17%) .