Robert Carrady
POPULARAbout Robert Carrady
Independent director of Popular, Inc. since 2019 and President & CEO of Caribbean Cinemas since 2006, the largest movie theater chain in the Caribbean. Age 69. Brings operating leadership across multi-country retail/real estate footprints (570 screens, 68 locations across PR, DR, other Caribbean islands, Guyana, Panama, Bolivia). Serves on Popular’s Corporate Governance & Nominating and Talent & Compensation Committees, and is deemed independent by NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caribbean Cinemas | President & CEO | 2006–Present | Scaled to ~570 screens/68 locations; in-house development, operations, concessions, advertising, production, and commercial real estate management |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Caribbean Cinemas | Private (Entertainment/Real Estate) | President & CEO | 2006–Present | Largest cinema chain in the Caribbean; multi-country footprint |
Board Governance
- Independence: The Board determined Mr. Carrady is independent; it considered ordinary-course property lease transactions with entities related to him and concluded they were not material and do not impair independence .
- Committees and engagement:
- Corporate Governance & Nominating Committee (5 meetings in 2024; all members independent) .
- Talent & Compensation Committee (5 meetings in 2024; all members independent) .
- Attendance and engagement:
- The Board met 11 times in 2024; each director attended 89% or more of Board and committee meetings; all directors attended the 2024 annual meeting .
- Non-management directors hold executive sessions after each in-person Board meeting; independent directors met in executive session 5 times in 2024 .
- Limits/Policies: Pledging and hedging of Popular securities by directors are prohibited .
Fixed Compensation
| Program Element (Non-Employee Directors) | 2024 Amount | Vesting/Delivery | 2025 Program (effective at 2025 AGM) |
|---|---|---|---|
| Annual Cash Retainer | $75,000 | Paid in cash or equity at director election | $85,000 |
| Annual Equity Grant | $125,000 | 2024: vests and becomes non-forfeitable at grant; RSUs deliver on retirement either lump-sum or 5 annual installments as elected | $135,000; equity vests on one-year anniversary of grant |
| Chairman Retainer (Non-Exec Chair) | $150,000 | Cash or equity; in addition to regular director pay | $150,000 |
| Lead Independent Director Equity Grant | $25,000 | Equity | $35,000 |
| Audit & Risk Chair Retainer | $30,000 | Cash or equity | $35,000 |
| Talent & Comp / Corp Gov Chair Retainer | $20,000 | Cash or equity | $25,000 |
Notes:
- Under the 2024 program, directors may elect cash or equity for retainers; equity may be common stock or RSUs; RSUs vest at grant and are delivered on retirement in lump-sum August 15 or 5 equal annual installments as elected .
- 2025 program retains structure but changes equity vesting to one-year anniversary .
Performance Compensation
Directors have no performance-conditioned compensation; equity is time-based. Mr. Carrady’s 2024 compensation was 100% equity by election.
| Component (2024) | Detail | Amount/Units |
|---|---|---|
| Stock Awards (Grant-date fair value) | RSUs including the $125,000 annual grant, $75,000 retainer taken in RSUs, and dividend-equivalent RSUs | $252,779 |
| Equity units granted (Annual grant) | RSUs or shares under the 2020 Omnibus Plan | 2,228 stock awards to Mr. Carrady |
| Dividend-equivalent RSUs (2024) | RSUs credited for dividends | 598 RSUs |
| Vesting | RSUs vest at grant (2024 program) | Vests on grant date |
| Delivery election | Delivery of RSUs as shares in lump-sum on the August 15 following board service end (Carrady’s election) | Lump-sum delivery election |
Other Directorships & Interlocks
| Category | Company | Role | Interlocks/Notes |
|---|---|---|---|
| Public company boards | — | — | None disclosed for Mr. Carrady . |
| Compensation Committee interlocks | Popular, Inc. | Member, Talent & Compensation Committee | Committee reports no interlocks or insider participation; none of the members are officers/employees; no Item 404 relationships for committee members in 2024 other than one unrelated to Mr. Carrady . |
Expertise & Qualifications
- Regional operator/entrepreneur with end-to-end operating oversight: site development, operations, concessions, advertising, production, and commercial real estate leasing/management .
- Deep familiarity with Puerto Rico/Caribbean markets where Popular operates, supporting customer/market insights .
Equity Ownership
| Measure (as of stated date) | Value |
|---|---|
| Common shares beneficially owned (Mar 11, 2025) | 5,984 shares; includes 2,750 held by Plaza Escorial Cinemas Corp. in which he has a 62.5% ownership interest . |
| Percent of class | “*” = less than 1% (69,338,987 shares outstanding) . |
| Restricted stock outstanding (Dec 31, 2024) | 1,052 shares (subject to transfer restrictions until retirement) . |
| RSUs outstanding (Dec 31, 2024) | 22,328 RSUs . |
| RSUs outstanding (Mar 11, 2025) | 22,501 RSUs . |
| Ownership guidelines | Directors must own 5x annual retainer within 3 years; company states each director is in compliance or on track . |
| Pledging/Hedging | Prohibited for directors . |
Related-Party / Conflicts Review
- The Board considered ordinary-course property lease transactions with entities related to Mr. Carrady; applying NASDAQ standards, it determined the relationships are not material and do not impair his independence .
- Related party transactions policy requires Audit Committee review/approval for covered transactions >$120,000, with controls around terms comparability and disinterested approval .
Governance Assessment
- Positives:
- Independent director with relevant regional operating and real estate experience; sits on key governance and compensation committees, supporting board oversight of nominations/ESG and human capital/pay decisions .
- Strong alignment: elected to take 100% of 2024 director compensation in equity ($252,779) and has sizeable deferred RSU balance; RSUs vest at grant but are delivered only upon/after board service end, promoting long-term alignment .
- Board-wide engagement high: all directors ≥89% attendance and robust independent executive sessions .
- Ownership/Trading discipline: 5x retainer guideline; no pledging/hedging allowed; directors in compliance or on track .
- Shareholder support for compensation framework remained strong (95.6% Say-on-Pay in 2024), reducing governance friction risk .
- Watch items / potential risks:
- Property lease transactions with entities related to Mr. Carrady (ordinary course) warrant ongoing monitoring for scale/terms, even though the Board deemed them immaterial for independence in 2025 review .
- Beneficial share ownership (5,984 shares) is modest relative to RSU balance; while RSU deferral supports alignment, investors may prefer higher outright ownership; guideline compliance mitigates this concern .
Appendices
Director Compensation – Individual (2024)
| Name | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Robert Carrady | $0 | $252,779 | $252,779 |
Breakdown notes: Stock awards reflect $125,000 annual equity, $75,000 retainer elected in RSUs, and $52,779 in dividend-equivalent RSUs; units granted include 2,228 stock awards and 598 dividend-equivalent RSUs in 2024; RSUs deliver in lump-sum after service end per election .