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Stock-based compensation
12 Months Ended
Dec. 31, 2023
Disclosure of compensation related costs sharebased payments [Abstract]  
Stock-based Compensation
Note 34 - Stock-based compensation
Incentive Plan
 
On May 12, 2020, the stockholders of the Corporation approved the
 
Popular, Inc. 2020 Omnibus Incentive Plan, which
 
permits
the Corporation to issue several types of stock-based compensation to employees and directors of
 
the Corporation and/or any of its
subsidiaries (the
 
“2020 Incentive
 
Plan”). The
 
2020 Incentive
 
Plan replaced
 
the Popular,
 
Inc. 2004
 
Omnibus Incentive
 
Plan, which
was in effect
 
prior to the adoption of
 
the 2020 Incentive Plan (the
 
“2004 Incentive Plan” and, together
 
with the 2020 Incentive
 
Plan,
the “Incentive Plan”). Participants under the Incentive Plan are designated by the Talent and Compensation Committee of the Board
of Directors (or its delegate, as determined by the Board). Under the Incentive Plan, the Corporation has issued restricted stock and
performance shares to its employees and restricted
 
stock and restricted stock units (“RSUs”)
 
to its directors.
The restricted
 
stock granted
 
under the
 
Incentive Plan
 
to employees
 
becomes vested
 
based on
 
the employees’
 
continued service
with
 
Popular.
 
Unless
 
otherwise
 
stated
 
in
 
an
 
agreement,
the compensation cost associated with the shares of restricted stock
granted prior to 2021 was determined based on a two-prong vesting schedule. The first part is vested ratably over five or four years
commencing at the date of grant (the “graduated vesting portion”) and the second part is vested at termination of employment after
attaining 55 years of age and 10 years of service or 60 years of age and 5 years of service (the “retirement vesting portion”). The
graduated vesting portion is accelerated at termination of employment after attaining 55 years of age and 10 years of service or 60
years of age and 5 years of service. Restricted stock granted on or after 2021 will vest ratably in equal annual installments over a
period of 4 years or 3 years, depending in the classification of the employee. The vesting schedule is accelerated at termination of
employment after attaining the earlier of 55 years of age and 10 years of service or 60 years of age and 5 years of service.
 
The
 
performance share
 
awards
 
granted
 
under
 
the
 
Incentive
 
Plan
 
consist
 
of
 
the
 
opportunity
 
to
 
receive
 
shares
 
of
 
Popular,
 
Inc.’s
common stock provided that the Corporation achieves certain goals during a three-year performance cycle.
 
The goals will be based
on
 
two
 
metrics
 
weighted
 
equally:
 
the
 
Relative
 
Total
 
Shareholder
 
Return
 
(“TSR”)
 
and
 
the
 
Absolute
 
Return
 
on
 
Average
 
Tangible
Common
 
Equity (“ROATCE”)
 
goal.
 
The
 
TSR
 
metric is
 
considered to
 
be
 
a market
 
condition under
 
ASC
 
718.
 
For
 
equity settled
awards based
 
on a
 
market condition,
 
the fair
 
value is
 
determined as
 
of the
 
grant date
 
and is
 
not subsequently
 
revised based
 
on
actual
 
performance.
 
The
 
ROATCE
 
metric
 
is
 
considered
 
to
 
be
 
a
 
performance
 
condition
 
under
 
ASC
 
718.
 
The
 
fair
 
value
 
is
determined based on the probability of achieving the ROATCE goal as of each reporting period.
 
The TSR and ROATCE metrics are
equally
 
weighted and
 
work independently.
 
The number of shares that will ultimately vest ranges from 50% to a 150% of target
based on both market (TSR) and performance (ROATCE) conditions. The performance shares vest at the end of the three-year
performance cycle. If a participant terminates employment after attaining the earlier of 55 years of age and 10 years of service or 60
years of age and 5 years of service, the performance shares shall continue outstanding and vest at the end of the performance
cycle.
The
 
following
 
table
 
summarizes
 
the
 
restricted
 
stock
 
and
 
performance
 
shares
 
activity
 
under
 
the
 
Incentive
 
Plan
 
for
 
members
 
of
management.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Not in thousands)
Shares
Weighted-average
grant date fair value
Non-vested at January 1, 2021
358,512
$
41.23
Granted
191,479
69.38
Performance Shares Quantity Adjustment
54,306
54.21
Vested
 
(273,974)
55.11
Forfeited
(8,440)
43.48
Non-vested at December 31, 2021
321,883
$
47.98
Granted
194,791
84.29
Performance Shares Quantity Adjustment
6,947
78.02
Vested
 
(240,033)
66.11
Forfeited
(1,625)
78.86
Non-vested at December 31, 2022
281,963
$
56.50
Granted
257,757
66.01
Performance Shares Quantity Adjustment
19,753
75.32
Vested
 
(243,133)
66.31
Forfeited
(16,444)
55.82
Non-vested at December 31, 2023
299,896
$
58.20
During
 
the
 
year
 
ended
 
December
 
31,
 
2023,
200,303
 
shares
 
of
 
restricted
 
stock
 
(2022
 
-
137,934
;
 
2021
 
-
120,105
)
 
and
57,454
performance shares (2022 -
56,857
; 2021 -
71,374
) were awarded to management under the
 
Incentive Plan.
During
 
the
 
year
 
ended
 
December
 
31,
 
2023,
 
the
 
Corporation
 
recognized
 
$
11.5
 
million
 
of
 
restricted
 
stock
 
expense
 
related
 
to
management incentive awards, with a
 
tax benefit of $
1.9
 
million (2022 - $
10.3
 
million, with a tax
 
benefit of $
1.8
 
million; 2021 - $
8.6
million, with
 
a tax
 
benefit of
 
$
1.6
 
million). During
 
the year
 
ended December
 
31, 2023,
 
the fair
 
market value
 
of the
 
restricted stock
and performance shares vested was $
11.4
 
million at grant date and $
14.3
 
million at vesting date. This differential triggers
 
a windfall
of $
1.1
 
million that was recorded as a reduction in income tax expense.
 
During the year ended December 31, 2023, the Corporation
recognized $
3.5
 
million of performance
 
shares expense, with
 
a tax benefit
 
of $
0.1
 
million (2022 -
 
$
4.8
 
million, with a
 
tax benefit of
$
0.4
 
million; 2021 - $
5.8
 
million, with a tax benefit of $
0.5
 
million).
 
The total unrecognized compensation cost related to non-vested
restricted
 
stock
 
awards
 
and
 
performance
 
shares
 
to
 
members
 
of
 
management
 
at
 
December
 
31,
 
2023
 
was
 
$
10.4
 
million
 
and
 
is
expected to be recognized over a weighted-average
 
period of
1.76
 
years.
The following table summarizes the restricted stock
 
activity under the Incentive Plan for members of
 
the Board of Directors:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Not in thousands)
Units/Stocks
Weighted-average
 
grant
date fair value
Non-vested at January 1, 2021
-
-
Granted
20,638
$
78.20
Vested
 
(20,638)
78.20
Forfeited
-
-
Non-vested at December 31, 2021
-
-
Granted
25,321
$
77.48
Vested
 
(25,321)
77.48
Forfeited
-
-
Non-vested at December 31, 2022
-
-
Granted
39,104
$
55.30
Vested
 
(39,104)
55.30
Forfeited
-
-
Non-vested at December 31, 2023
-
-
The
 
equity
 
awards
 
granted
 
to
 
members
 
of
 
the
 
Board
 
of
 
Directors
 
of
 
Popular,
 
Inc.
 
(the
 
“Directors”)
 
will
 
vest
 
and
 
become
 
non-
forfeitable on the
 
grant date of
 
such award. Effective
 
in May 2019,
 
all equity awards
 
granted to the
 
Directors may be
 
paid in either
common
 
stock
 
or
 
RSUs
 
at
 
each
 
Directors
 
election.
 
If
 
RSUs
 
are
 
elected,
 
the
 
Directors
 
may
 
defer
 
the
 
delivery
 
of
 
the
 
shares
 
of
common stock
 
underlying the
 
RSUs award
 
until their
 
retirement. To
 
the extent
 
that cash
 
dividends are
 
paid on
 
the Corporation’s
outstanding common stock, the Directors will
 
receive an additional number of RSUs
 
that reflect a reinvested dividend equivalent.
 
For 2023, 2021 and
 
2021, Directors elected RSUs and
 
common stock.
 
For the year ended December
 
31, 2023,
36,804
 
RSUs and
2,300
 
shares of common stock were
 
granted to the Directors (2022
 
-
25,321
 
RSUs and no shares of common
 
stock; 2021 -
20,638
RSUs and no shares of common stock).
 
For the year ended December 31, 2023, $
2.2
 
million of restricted stock expense related to
these RSUs and unrestricted stocks were recognized, with a tax
 
benefit of $
0.4
 
million (2022 - $
2.0
 
million with a tax benefit of $
0.4
million; 2021
 
- $
1.9
 
million with
 
a tax
 
benefit of
 
$
0.4
 
million).
 
The fair
 
value at
 
vesting date
 
of the
 
RSUs vested
 
during the
 
year
ended December 31, 2023 for the Directors was
 
$
2.2
 
million.