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1
COMPENSATION
 
RECOUPMENT POLICY
Responsible Unit: Our People Corporate Services
Data Classification Level: 4 - Public
Adoption Date: June 23, 2023
Approved by the Board of Directors:
December 18, 2025
 
 
 
 
 
 
 
 
 
2
COMPENSATION RECOUPMENT POLICY
I.
POLICY PURPOSE
Popular, Inc. (the “Corporation”) has adopted this Compensation Recoupment Policy (this
“Policy”)
 
to
 
provide
 
for
 
the
 
recovery
 
or
 
“clawback”
 
of
 
excess
 
Incentive-Based
Compensation earned
 
by
 
current or
 
former Executive
 
Officers
 
of
 
the
 
Corporation
 
in the
event of a required Restatement and to provide for the recovery or “clawback”
 
of Covered
Awards earned by current or former Covered
 
Employees of the Corporation
 
in the event
 
of
Misconduct (each, as defined under Section II of this Policy).
This Policy
 
is intended
 
to comply
 
with the
 
requirements of
 
Rule 10D-1
 
of the
 
Securities
Exchange Act
 
of 1934
 
and the
 
Nasdaq Stock
 
Market (“Nasdaq”)
 
Listing Rule
 
5608 (the
“Listing Standard”).
 
To the
 
extent that any provision in
 
this Policy is ambiguous as to
 
its
compliance with the Listing Standard or to the extent any provision in this Policy
 
must be
modified
 
to
 
comply
 
with
 
the
 
Listing
 
Standard,
 
such
 
provision
 
will
 
be
 
read,
 
or
 
will
 
be
modified, as the case may be, in such a manner so that all applicable provisions under this
Policy comply with the Listing Standard.
II.
DEFINITIONS
Unless the context otherwise requires, the following
 
definitions apply for purposes of this
Policy:
“Board” means the Board of Directors of the Corporation.
 
“Committee”
 
means the Talent and Compensation Committee
 
of the Board.
“Covered Award
 
”
 
means any
 
annual or
 
long-term cash,
 
equity or
 
equity-based incentive
or bonus compensation paid, provided or awarded to any Covered Employee.
“Covered
 
Employee”
 
means
 
an
 
Executive
 
Officer
 
and
 
any
 
other
 
employee
 
who
 
is
designated
 
by
 
the
 
Committee
 
as
 
a
 
Covered
 
Employee
 
for
 
purposes
 
of
 
this
 
Policy,
 
as
determined from time to time.
 
“Executive
 
Officer”
 
means
the
 
Corporation’s
 
president,
 
principal
 
financial
 
officer,
principal
 
accounting
 
officer
 
(or
 
if
 
there
 
is
 
no
 
such
 
principal
 
accounting
 
officer,
 
the
controller), any
 
vice
 
president
 
of
 
the
 
Corporation
 
in
 
charge
 
of
 
a
 
principal
 
business
 
unit,
division,
 
or
 
function
 
(such
 
as
 
sales,
 
administration,
 
or
 
finance),
 
any
 
other
 
officer
 
who
performs
 
a
 
policy-making
 
function,
 
or
 
any
 
other
 
person
 
who
 
performs
 
similar
 
policy-
making functions for the Corporation. Executive officers of the Corporation’s subsidiaries
are
 
deemed
 
Executive
 
Officers
 
of
 
the
 
Corporation
 
if
 
they
 
perform
 
such
 
policy-making
functions for
 
the Corporation.
Policy-making function
 
is not
 
intended to
 
include policy-
making
 
functions
 
that
 
are
 
not
 
significant.
 
Identification
 
of
 
an
 
Executive
 
Officer
 
for
purposes of this Policy will include at a minimum
 
executive officers identified pursuant to
17
 
CFR
 
229.401(b).
 
For
 
purposes
 
of
 
this
 
Policy,
 
Executive
 
Officers
 
are
 
those
 
persons
designated by the
 
Board as the
 
policy-making officers
 
of the Corporation
 
for purposes of
Section 16 of the Securities Exchange Act of 1934 from time to time.
 
 
 
 
 
 
3
“Financial
 
Reporting
 
Measures”
 
means
 
any
 
of
 
the
 
following:
 
(i)
 
measures
 
that
 
are
determined and presented
 
in accordance with
 
the accounting principles
 
used in
 
preparing
the Corporation’s financial statements, and any measures
 
that are derived wholly or
 
in part
from
 
such
 
measures,
 
(ii)
 
stock
 
price
 
and
 
(iii)
 
TSR
 
(as
 
defined
 
below).
 
A
 
Financial
Reporting Measure need not be presented within the Corporation’s financial statements or
included in a filing with the SEC.
“Incentive-Based
 
Compensation”
means
 
any
 
compensation
 
that
 
is
 
granted,
 
earned,
 
or
vested
 
based
 
wholly
 
or
 
in
 
part
 
upon
 
the
 
attainment
 
of
 
a
 
Financial
 
Reporting
 
Measure.
Examples
 
of
 
compensation
 
that
 
is
 
not
 
Incentive-Based
 
Compensation
 
under
 
this
 
Policy
include, but are not limited to: (i) salaries (a salary increase
 
earned wholly or in part based
on the attainment of
 
a Financial Reporting Measure
 
is subject to a
 
recovery); (ii) bonuses
paid solely at the discretion of the Committee or
 
the Board that are not paid from a
 
“bonus
pool” that
 
is determined
 
by satisfying
 
a Financial
 
Reporting Measure
 
performance goal;
(iii)
 
bonuses
 
paid
 
solely
 
upon
 
satisfying
 
one
 
or
 
more
 
subjective
 
standards
 
(e.g.,
demonstrated leadership)
 
and/or completion
 
of a
 
specified employment
 
period; (iv)
 
non-
equity incentive plan awards earned solely upon satisfying one or
 
more strategic measures
(e.g.,
 
consummating
 
a
 
merger
 
or
 
divestiture),
 
or
 
operational
 
measures
 
(e.g.,
 
opening
 
a
specified
 
number
 
of
 
offices,
 
completion
 
of
 
a
 
project,
 
increase
 
in
 
market
 
share);
 
and
 
(v)
equity awards
 
for which
 
the grant
 
is not
 
contingent upon
 
achieving any
 
Financial Reporting
Measure performance goal and vesting
 
is contingent solely upon completion
 
of a specified
employment period and/or attaining one or more nonfinancial reporting measures.
“Misconduct” means
 
(A) the
 
Covered Person’s
 
willful violation
 
of federal,
 
state or
 
local
law, rule or regulation, in either case, that causes
 
material financial or reputational harm
 
to
the
 
Corporation
 
or
 
any
 
of
 
its
 
affiliates
 
or
 
subsidiaries;
 
(B)
 
the
 
material
 
breach
 
by
 
the
Covered
 
Person
 
of
 
any
 
written
 
policy
 
of
 
the
 
Corporation
 
or
 
covenant
 
between
 
the
Corporation
 
and
 
the
 
Covered
 
Person;
 
(C)
 
the
 
Covered
 
Person’s
 
willful
 
or
 
reckless
disclosure
 
of
 
the
 
Corporation’s
 
confidential
 
information
 
or
 
trade
 
secrets;
 
or
 
(D)
 
the
Covered
 
Person’s
 
commission
 
of
 
an
 
act
 
of
 
fraud,
 
dishonesty
 
or
 
recklessness
 
in
 
the
performance of the Covered Person’s duties, which is not in good faith
 
and which subjects
the Corporation or
 
its affiliates or subsidiaries
 
to excessive risk,
 
financial loss or
 
materially
disrupts,
 
damages,
 
impairs
 
or
 
interferes
 
with
 
the
 
business
 
of
 
the
 
Corporation
 
and
 
its
affiliates or subsidiaries.
“SEC” means the Securities and Exchange Commission.
“TSR” means total shareholder return.
III.
RECOUPMENT IN THE EVENT OF RESTATEMENT
A.
POLICY WITH RESPECT TO RECOUPMENT DUE TO RESTATEMENT
The Corporation
 
shall recover
 
reasonably promptly the
 
amount of erroneously
 
awarded
Incentive-Based Compensation in the event that the Corporation is required to prepare
an accounting restatement
 
due to the
 
material noncompliance of the
 
Corporation with
 
 
 
4
any financial
 
reporting requirement
 
under the
 
securities laws,
 
including any
 
required
accounting restatement
 
to correct an
 
error in previously
 
issued financial statements
 
that
is
 
material
 
to
 
the
 
previously
 
issued
 
financial
 
statements,
 
or
 
that
 
would
 
result
 
in
 
a
material
 
misstatement
 
if
 
the
 
error
 
were
 
corrected
 
in
 
the
 
current
 
period
 
or
 
left
uncorrected
 
in
 
the
 
current
 
period
 
(a
 
“Restatement”).
 
Examples
 
of
 
changes
 
to
 
the
Corporation’s financial
 
statements that do
 
not represent error
 
corrections and will
 
not
trigger
 
the
 
application
 
of
 
this
 
Policy
 
include,
 
but are
 
not
 
limited
 
to:
 
(i)
 
retrospective
application of a change
 
in accounting principle; (ii) retrospective
 
revision to reportable
segment
 
information
 
due
 
to
 
a
 
change
 
in
 
the
 
structure
 
of
 
an
 
issuer’s
 
internal
organization;
 
(iii)
 
retrospective
 
reclassification
 
due
 
to
 
a
 
discontinued
 
operation;
 
(iv)
retrospective application of a change in reporting entity, such as from a reorganization
of entities under common control; (v) retrospective adjustment to provisional amounts
in
 
connection
 
with
 
a
 
prior
 
business
 
combination;
 
and
 
(vi)
 
retrospective
 
revision
 
for
stock splits, reverse stock splits, stock dividends or other changes in capital structure.
The Corporation shall recover erroneously awarded Incentive-Based Compensation in
compliance with this
 
Policy,
 
except to the extent
 
provided under Section III.E.
 
of this
Policy.
B.
SCOPE OF APPLICATION
 
1.
Persons Covered and
 
Recovery Period.
 
Recoupment under this
 
Section III applies
to all Incentive-Based Compensation received by a person:
 
●
after beginning service as an Executive Officer,
●
who served as an Executive Officer
 
at any time during the performance period
for that Incentive-Based Compensation,
●
while the Corporation has a class of securities listed on Nasdaq, and
●
in
 
the
 
case
 
of
 
a
 
Restatement,
 
during
 
the
 
three
 
completed
 
fiscal
 
years
immediately
 
preceding
 
the
 
date
 
that
 
the
 
Corporation
 
is
 
required
 
to
 
prepare
 
a
Restatement (the “Recovery Period”).
Notwithstanding this look-back requirement, the Corporation is only required to apply
this Policy to Incentive-Based Compensation received on or after October 2, 2023.
For purposes
 
of this
 
Policy, Incentive-Based Compensation shall
 
be deemed
 
“received”
in the
 
Corporation’s
 
fiscal
 
period during
 
which the
 
Financial Reporting
 
Measure (as
defined herein) specified in the Incentive-Based Compensation award
 
is attained, even
if the
 
payment or
 
grant of
 
the Incentive-Based
 
Compensation occurs
 
after the
 
end of
that period.
2.
Transition Period.
 
In addition
 
to the
 
Recovery Period,
 
in the
 
case of
 
a Restatement,
this
 
Policy
 
applies
 
to
 
any
 
transition
 
period
 
(that
 
results
 
from
 
a
 
change
 
in
 
the
Corporation’s fiscal year) within or immediately following the Recovery Period (a
“Transition Period”), provided that a
 
Transition Period between the
 
last day of the
5
Corporation’s
 
previous fiscal
 
year end
 
and the
 
first day
 
of the
 
Corporation’s
 
new
fiscal year
 
that comprises
 
a period
 
of nine
 
to 12
 
months will be
 
deemed a completed
fiscal year.
3.
Determining Recovery Period.
 
For purposes
 
of determining the
 
relevant Recovery
Period
 
in
 
the
 
case
 
of
 
a
 
Restatement,
 
the
 
date
 
that
 
the
 
Corporation
 
is
 
required
 
to
prepare the Restatement is the earlier to occur of:
●
the date
 
the Board,
 
a committee
 
of the
 
Board, or
 
the officer
 
or officers
 
of the
Corporation
 
authorized
 
to
 
take
 
such
 
action
 
if
 
Board
 
action
 
is
 
not
 
required,
concludes,
 
or
 
reasonably
 
should
 
have
 
concluded,
 
that
 
the
 
Corporation
 
is
required to prepare a Restatement, and
●
the
 
date
 
a
 
court,
 
regulator,
 
or
 
other
 
legally
 
authorized
 
body
 
directs
 
the
Corporation to prepare a Restatement.
For
 
clarity,
 
the
 
Corporation’s
 
obligation
 
to
 
recover
 
erroneously
 
awarded
 
Incentive-
Based Compensation under this Policy
 
is not dependent on if or
 
when a Restatement is
filed.
C.
AMOUNT SUBJECT TO RECOVERY
1.
Recoverable
 
Amount
 
-
 
Restatement.
 
The
 
amount
 
of
 
Incentive-Based
Compensation subject to recovery under this Policy in the case of a Restatement is
the amount of Incentive-Based Compensation received that exceeds the amount of
Incentive-Based
 
Compensation
 
that
 
otherwise
 
would
 
have
 
been
 
received
 
had
 
it
been determined
 
based on
 
the restated
 
amounts, computed
 
without
 
regard to
 
any
taxes paid.
 
2.
Covered
 
Compensation
 
Based
 
on
 
Stock
 
Price
 
or
 
TSR.
 
For
 
Incentive-Based
Compensation
 
based
 
on
 
stock
 
price
 
or
 
TSR,
 
where
 
the
 
amount
 
of
 
erroneously
awarded
 
Incentive-Based
 
Compensation
 
is
 
not
 
subject
 
to
 
mathematical
recalculation
 
directly
 
from
 
the
 
information
 
in
 
a
 
Restatement,
 
the
 
recoverable
amount shall
 
be determined
 
by the
 
Committee based
 
on a
 
reasonable estimate
 
of
the effect of the
 
Restatement on the stock
 
price or TSR upon
 
which the Incentive-
Based Compensation was
 
received.
 
In such event,
 
the Corporation shall
 
maintain
documentation of
 
the determination
 
of that
 
reasonable estimate
 
and provide
 
such
documentation to Nasdaq.
D.
METHOD OF RECOVERY
Without
 
limiting
 
anything
 
in
 
this
 
Section
 
III,
 
the
 
Committee
 
will
 
have
 
discretion
 
in
determining
 
how
 
to
 
accomplish
 
recovery
 
of
 
erroneously
 
awarded
 
Incentive-Based
Compensation
 
under
 
this
 
Policy
 
in
 
the
 
event
 
of
 
a
 
Restatement,
 
recognizing
 
that
different means of recovery may be appropriate in different circumstances.
 
E.
EXCEPTIONS
6
The Corporation shall recover erroneously awarded Incentive-Based Compensation in
compliance with this
 
Policy except
 
to the
 
extent that
 
the conditions
 
set out
 
below are
met
 
and
 
the
 
Committee
has
 
made
 
a
 
determination
 
that
 
recovery
 
would
 
be
impracticable:
 
1.
Direct Expense Exceeds Recoverable Amount.
 
The direct expense paid to a third
party to
 
assist in
 
enforcing this
 
Policy would
 
exceed the
 
amount to
 
be recovered;
provided, however, that before
 
concluding it would
 
be impracticable to
 
recover any
amount of erroneously
 
awarded Incentive-Based Compensation
 
based on expense
of enforcement,
 
the Corporation
 
shall make
 
a reasonable
 
attempt to
 
recover such
erroneously
 
awarded
 
Incentive-Based
 
Compensation,
 
document
 
such
 
reasonable
attempt(s) to recover, and provide that documentation to Nasdaq.
2.
Recovery from Certain
 
Tax
 
-Qualified Retirement Plans
.
 
Recovery would likely
cause an otherwise tax-qualified retirement plan, under which benefits
 
are broadly
available to
 
employees of
 
the Corporation,
 
to fail
 
to meet
 
the requirements
 
of 26
U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
F.
PROHIBITION AGAINST INDEMNIFICATION
Notwithstanding
 
the
 
terms
 
of
 
any
 
indemnification
 
arrangement
 
or
 
insurance
 
policy
with
 
any
 
individual
 
covered by
 
this
 
Policy,
 
the
 
Corporation shall
 
not
 
indemnify any
Executive Officer or former Executive Officer against the loss of erroneously awarded
Incentive-Based Compensation. In addition,
 
the Corporation may not
 
pay or reimburse
an
 
Executive
 
Officer
 
for
 
premiums
 
for
 
a
 
third-party
 
insurance
 
policy
 
to
 
fund
 
any
potential recovery obligations under this Policy.
G.
DISCLOSURE
The Corporation shall file all disclosures with respect
 
to recoveries of Incentive-Based
Compensation
 
under
 
this
 
Policy
 
in
 
accordance
 
with
 
the
 
requirements
 
of
 
the
 
U.S.
Federal securities
 
laws, including the
 
disclosure required
 
by the applicable
 
SEC filings.
IV.
RECOUPMENT IN EVENT OF MISCONDUCT
A.
POLICY WITH RESPECT TO RECOUPMENT DUE TO MISCONDUCT
If the
 
Committee determines, in
 
its sole discretion,
 
that an
 
act or
 
omission by a
 
Covered
Employee that
 
constitutes Misconduct
 
has occurred,
 
the Committee
 
may determine
 
that
the
 
Corporation
 
recover
 
all
 
or
 
any
 
portion
 
of
 
(A)
 
any
 
outstanding
 
and
 
unpaid
 
or
unsettled
 
Covered
 
Award
 
(whether
 
or
 
not
 
vested)
 
that
 
was
 
awarded
 
to
 
a
Covered
Employee
 
and
 
(B)
 
any
 
Covered
 
Award
 
that
 
was
 
paid
 
to
 
or
 
received
 
by
 
a
 
Covered
Employee,
 
in
 
each
 
case,
 
during
 
the
 
12
 
month
 
period
 
preceding
 
the
 
date
 
of
 
the
Misconduct,
 
or
 
the
 
date
 
the
 
Corporation
 
becomes
 
aware
 
of
 
such
 
Misconduct,
 
as
determined by the Committee in its sole discretion.
Notwithstanding
 
anything
 
herein
 
to
 
the
 
contrary,
 
the
 
Committee
 
retains
 
the
 
sole
discretion
 
to
 
determine
 
whether,
 
and
 
to
 
what
 
extent,
 
to
 
enforce
 
such
 
recoupment,
7
repayment
 
or
 
forfeiture
 
upon
 
consideration
 
of
 
each
 
situation
 
based
 
on
 
its
 
individual
facts and circumstances and may make determinations that are not uniform among the
Covered Employees.
B.
SCOPE OF APPLICATION
Recoupment
 
under
 
this
 
Section
 
IV
 
applies
 
to
 
all
 
Covered
 
Awards
 
received
 
by
 
a
Covered Employee:
 
●
after beginning service as a Covered Employee; and
●
who served as a Covered Employee at any time during the performance period
for that Covered Award.
V.
ADMINISTRATION
The
 
Committee
 
shall
 
oversee
 
compliance
 
with
 
this
 
Policy
 
and
 
perform
 
the
 
obligations
assigned
 
thereto
 
under
 
this
 
Policy.
 
Any
 
determinations
 
of
 
the
 
Committee
 
will
 
be
 
final,
binding and
 
conclusive and
 
need not
 
be uniform
 
with respect
 
to each
 
individual covered
by this Policy.
 
Our
 
People
 
Corporate
 
Services
 
Division
 
is
 
responsible
 
for
 
carrying
 
out
 
this
 
Policy
 
and
administering
 
any
 
recoupments
 
thereunder,
 
subject
 
to
 
Committee
 
oversight.
 
Our
 
People
Corporate Services
 
Division shall
 
notify the
 
Chief Legal
 
Officer
 
and the
 
Comptroller of
any recoupments made under this Policy.
 
The
 
Comptroller
 
Division
 
shall
 
promptly
 
notify
 
the
 
Our
 
People
 
Corporate
 
Services
Division and the Chief Legal Officer of any Restatement.
 
Subject to Section
 
IX, the Committee
 
may amend
 
this Policy
 
from time
 
to time
 
and may
terminate this Policy at any time, in each case in its sole discretion and in accordance
 
with
the Nasdaq Listing Standard and applicable law.
 
VI.
EFFECTIVENESS; OTHER RECOUPMENT RIGHTS
This Policy shall
 
be effective as
 
of October 2,
 
2023.
 
Any right of
 
recoupment under this
Policy is in addition to, and not in lieu of, any other remedies or rights
 
of recoupment that
may be available to the
 
Corporation and its subsidiaries and
 
affiliates under applicable law
or
 
pursuant
 
to
 
the
 
terms
 
of
 
any
 
similar
 
policy
 
or
 
similar
 
provision
 
in
 
any
 
employment
agreement, equity award agreement or similar agreement.
VII.
NON-COMPLIANCE NOTIFICATIONS
Any violation
 
of this
 
Policy must
 
be reported
 
immediately to
 
the Corporation’s Chief
 
Legal
Officer.
 
Violations
 
may also be reported
 
to the Corporation’s
 
Corporate Ethics Officer
 
or
anonymously
 
through
 
EthicsPoint
 
at
 
www.popular.com/ethicspoint
 
-en
 
(English),
www.popular.com/ethicspoint
 
(Spanish), or
 
by calling
 
-866-737-6813 from
 
Puerto Rico,
the United
 
States or
 
the U.S.
 
Virgin Islands; 1-833-416-6777 from
 
Puerto Rico;
 
1-833-439-
8
1392
 
from
 
the
 
British
 
Virgin
 
Islands;
 
01-800-519-0915
 
from
 
Colombia
 
and
 
0-800-032-
0441 from Costa Rica.
VIII.
SANCTIONS
Failure by
 
the Corporation
 
to comply
 
with the
 
disclosure and recovery
 
provisions of
 
this
Policy
 
with
 
respect
 
to
 
Incentive-Based
 
Compensation
 
may
 
subject
 
the
 
Corporation
 
to
delisting from Nasdaq and SEC penalties. Non-compliance with this Policy by any officer
or employee may
 
subject the officer or
 
employee to disciplinary action
 
by the Corporation,
up to and including termination for
 
cause. Non-compliance may also constitute violations
of law subject to
 
investigation, and in some
 
cases may carry civil
 
or criminal prosecution
and sanctions.
IX.
REVIEW OF POLICY
The Our People Corporate Services
 
division, in consultation with
 
the Chief Legal Officer
of
 
the
 
Corporation
 
will
 
review
 
this
 
Policy
 
on
 
an
 
annual
 
basis
 
and
 
recommend
 
such
revisions
 
or
 
amendments,
 
if
 
any,
 
to
 
the Committee
 
as
 
deemed necessary
 
or
 
appropriate.
The Committee shall
 
review and approve any
 
revisions to this
 
Policy and submit
 
it to the
Board for ratification, annually.