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Stock-based compensation
9 Months Ended
Sep. 30, 2025
Disclosure of compensation related costs sharebased payments [Abstract]  
Stock-based Compensation
Note 25 - 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. These grants include ratable vesting over five or four
years commencing at the date of grant (“the graduated vesting portion”) with a portion vested at termination of employment after
attainment of 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 the earlier of 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 have ratable vesting in equal annual
installments over a period of 4 years or 3 years, depending on 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”). The
 
TSR metric
 
is a
 
market condition
 
under ASC
 
718.
 
For equity
 
settled awards
 
based on
 
market
conditions, the
 
fair value
 
is determined
 
as of
 
the grant
 
date and
 
is not
 
subsequently revised
 
based on
 
actual performance.
 
The
ROATCE metric
 
is 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% target based on both market (TSR) and performance
(ROATCE) conditions. The performance shares will 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 December 31, 2023
299,896
$
58.20
Granted
242,474
86.62
Performance Shares Quantity Adjustment
(18,650)
87.79
Vested
 
(267,873)
74.26
Forfeited
(7,939)
50.68
Non-vested at December 31, 2024
247,908
$
66.86
Granted
225,928
100.32
Performance Shares Quantity Adjustment
43,961
91.54
Vested
 
(281,558)
90.26
Forfeited
(5,515)
60.68
Non-vested at September 30, 2025
230,724
$
75.82
During the quarter ended September 30,
 
2025,
no
 
shares of restricted stock (September
 
30, 2024 –
928
 
shares of restricted stock)
were awarded to management under the Incentive Plan. During the quarters ended September 30, 2025 and
 
2024,
no
 
performance
shares
 
were
 
awarded
 
to
 
management
 
under
 
the
 
Incentive
 
Plan.
 
During
 
the
 
nine
 
months
 
ended
 
September
 
30,
 
2025,
194,268
shares of
 
restricted stock (September
 
30, 2024
 
176,519
 
shares of
 
restricted stock) and
31,660
 
performance shares (September
30, 2024 -
65,225
 
performance shares) were awarded to management
 
under the Incentive Plan.
 
During
 
the
 
quarter
 
ended
 
September
 
30,
 
2025,
 
the
 
Corporation
 
recognized
 
$
2.1
 
million
 
of
 
restricted
 
stock
 
expense
 
related
 
to
management
 
incentive
 
awards,
 
with
 
a
 
tax
 
benefit
 
of
 
$
0.4
 
million
 
(September
 
30,
 
2024
 
-
 
$
1.8
 
million,
 
with
 
a
 
tax
 
benefit
 
of
 
$
0.4
million).
 
For
 
the
 
nine
 
months
 
ended
 
September
 
30,
 
2025,
 
the
 
Corporation recognized
 
$
16.4
 
million
 
of
 
restricted
 
stock
 
expense
related to management incentive awards, with a tax
 
benefit of $
2.1
 
million (September 30, 2024 - $
12.3
 
million, with a tax benefit of
$
2.0
 
million). For the nine months ended
 
September 30, 2025, the fair market
 
value of the restricted stock
 
and performance shares
vested was $
20.0
 
million on the grant date and
 
$
27.4
 
million at vesting date. This
 
differential triggered a windfall of $
2.7
 
million that
was recorded
 
as a
 
reduction on
 
income tax
 
expense. During
 
the quarter
 
ended September
 
30, 2025,
 
the Corporation
 
recognized
$
(1.0)
 
million
 
of
 
performance
 
shares
 
expense/(credit),
 
with
 
a
 
tax
 
benefit
 
of
 
$
(0.1)
 
million
 
due
 
to
 
performance
 
shares
 
target
adjustment (September 30, 2024
 
- $
(0.5)
 
million, with a
 
tax benefit of
 
$
(32)
 
thousand).
 
For the nine
 
months ended September
 
30,
2025, the
 
Corporation recognized
 
$
3.2
 
million
 
of
 
performance shares
 
expense, with
 
a tax
 
benefit of
 
$
0.3
 
million
 
(September 30,
2024 -
 
$
3.5
 
million, with
 
a tax
 
benefit of
 
$
0.2
 
million).
 
The total
 
unrecognized compensation cost
 
related to
 
non-vested restricted
stock awards and performance shares to members of management at
 
September 30, 2025 was $
14.6
 
million and is expected to be
recognized over a weighted-average period of
1.58
 
years.
The following table summarizes the restricted stock
 
activity under the Incentive Plan for members of
 
the Board of Directors:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Not in thousands)
RSUs / Restricted stock
Weighted-Average Grant
Date Fair Value per Unit
Non-vested at December 31, 2023
-
$
-
Granted
25,462
89.51
Vested
 
(25,462)
89.51
Forfeited
-
-
Non-vested at December 31, 2024
-
$
-
Granted
23,310
100.14
Vested
 
(4,197)
98.52
Forfeited
-
-
Non-vested at September 30, 2025
19,113
$
100.49
The
 
equity
 
awards
 
granted to
 
members of
 
the Board
 
of
 
Directors of
 
Popular,
 
Inc.
 
(the
 
“Directors”) after
 
May
 
2025
 
will
 
vest
 
and
become non-forfeitable on the first anniversary of the grant date of
 
such award. Equity awards granted to the Directors may be
 
paid
in either common stock or RSUs, at each Director’s
 
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.
 
During
 
the
 
quarter
 
ended
 
September
 
30,
 
2025,
1,260
 
RSUs
 
and
no
 
shares
 
of
 
restricted
 
stock
 
were
 
granted
 
to
 
the
 
Directors
(September
 
30,
 
2024
 
-
1,281
 
RSUs
 
and
no
 
shares
 
of
 
restricted
 
stock)
 
and
 
the
 
Corporation recognized
 
$
0.6
 
million
 
of
 
expense
related to these shares with
 
a tax benefit of $
0.1
 
million (September 30, 2024 - $
0.1
 
million with a tax benefit
 
of $
21
 
thousand). For
the
 
nine
 
months
 
ended September
 
30,
 
2025,
 
the
 
Corporation
granted
20,622
 
RSUs
 
and
2,688
 
shares
 
of
 
restricted stock
 
to
 
the
Directors (September 30, 2024 -
22,887
 
RSUs and
1,392
 
shares of unrestricted stock)
 
and the Corporation recognized $
1.3
 
million
of expense related
 
to these shares,
 
with a tax
 
benefit of $
0.2
 
million, (September 30, 2024
 
- $
2.2
 
million, with a
 
tax benefit of
 
$
0.4
million). The fair value at vesting
 
date of the RSUs vested
 
during the nine months ended September 30, 2025
 
for the Directors was
$
2.3
 
million.