Pay vs Performance Disclosure
|
12 Months Ended |
Dec. 31, 2022
USD ($)
|
Dec. 31, 2021
USD ($)
|
Dec. 31, 2020
USD ($)
|
Pay vs Performance Disclosure [Table] |
|
|
|
Pay vs Performance [Table Text Block] |
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection
Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our CEO and to our Non-CEO NEOs and certain financial performance of the Corporation. Compensation
actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Corporation’s pay-for-performance
philosophy and how we align executive compensation with the Corporation’s performance, refer to the CD&A.
Pay Versus Performance Table
|
2022
|
|
|
$6,323,708
|
|
|
$5,415,141
|
|
|
$2,022,253
|
|
|
$1,811,951
|
|
|
$124.26
|
|
|
$110.67
|
|
|
$1,102,641
|
|
|
15.47%
|
|
|
2021
|
|
|
5,119,158
|
|
|
10,039,211
|
|
|
1,761,108
|
|
|
2,847,634
|
|
|
149.29
|
|
|
132.19
|
|
|
934,889
|
|
|
18.47
|
|
|
2020
|
|
|
4,782,575
|
|
|
4,607,841
|
|
|
1,569,334
|
|
|
1,423,613
|
|
|
100.16
|
|
|
92.50
|
|
|
506,622
|
|
|
10.90
|
|
(i)
|
For the years 2020, 2021 and 2022 our CEO was Mr. Alvarez. Non-CEO NEOs refers to our NEO other than the CEO. For the years 2021 and 2022 the Non-CEO NEOs were: Messrs. C. Vázquez, J. Ferrer, L. Soriano, and M. Chinea. For 2020 the Non-CEO NEOs
were: Messrs. C. Vázquez, J. Ferrer, L. Soriano, and E. Sepúlveda.
|
(ii)
|
Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by
reference to (1) for restricted stock awards, closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price, (2) for performance-based awards (excluding TSR Awards), the same valuation methodology
as restricted stock awards above except year-end and vesting date values are multiplied by the probability of achievement as of each such date, and (3) for TSR-based performance awards, the fair value calculated by a Monte Carlo
simulation model as of the applicable year-end date(s) or, in the case of vesting date, the actual vesting price and probability of achievement.
|
(iii)
|
The adjustments (exclusions and additions) made to the Summary Compensation Total (SCT) to calculate the Compensation Actually Paid
(CAP) amount are the following:
|
|
2022
|
|
|
$3,022,051
|
|
|
—
|
|
|
$2,113,484
|
|
|
$632,641
|
|
|
—
|
|
|
$422,340
|
|
|
2021
|
|
|
2,447,529
|
|
|
—
|
|
|
7,367,582
|
|
|
466,286
|
|
|
—
|
|
|
1,552,813
|
|
|
2020
|
|
|
2,590,598
|
|
|
—
|
|
|
2,415,864
|
|
|
505,119
|
|
|
$43,972
|
|
|
403,370
|
|
(a)
|
This column contains the required accounting representation of the annual change in present value of the pension benefit as of
December 31st. No additional pension benefits were earned in 2020-2022, as the Corporation’s defined benefit plans have been frozen since 2009. The increase in 2020 for Non-CEO NEOs was mainly due to a reduction in the discount rate used
for measuring plan liabilities and an increase in life expectancies. Present value for changes in pension value were determined using year-end Statement of Financial Accounting Standard Codification Topic 715 assumptions with the
following exception: payments are assumed to begin at the earliest possible retirement date at which benefits are unreduced (age 55 with 10 years of service).
|
(b)
|
The amounts deducted or added in calculating the equity award adjustments are as follows:
|
|
CEO
|
|
|
2022
|
|
|
$2,411,524
|
|
|
($886,692)
|
|
|
$46,593
|
|
|
$393,123
|
|
|
—
|
|
|
$148,936
|
|
|
$2,113,484
|
|
|
2021
|
|
|
3,411,525
|
|
|
3,250,920
|
|
|
41,414
|
|
|
540,836
|
|
|
—
|
|
|
122,887
|
|
|
7,367,582
|
|
|
2020
|
|
|
2,480,796
|
|
|
(29,935)
|
|
|
48,190
|
|
|
(187,517)
|
|
|
—
|
|
|
104,330
|
|
|
2,415,864
|
|
|
Non-CEO NEOs
|
|
|
2022
|
|
|
480,077
|
|
|
(204,643)
|
|
|
36,018
|
|
|
77,030
|
|
|
—
|
|
|
33,859
|
|
|
422,340
|
|
|
2021
|
|
|
632,752
|
|
|
715,636
|
|
|
30,061
|
|
|
145,043
|
|
|
—
|
|
|
29,322
|
|
|
1,552,813
|
|
|
2020
|
|
|
483,169
|
|
|
(17,930)
|
|
|
4,586
|
|
|
(94,676)
|
|
|
—
|
|
|
28,221
|
|
|
403,370
|
|
(A)
|
The values in this column reflect the fair value of a portion of a restricted stock award that was vested and withheld upon the
grant of such award to a retirement eligible NEO for purposes of satisfying applicable tax obligations of the retirement eligible NEO in connection with the restricted stock award.
|
(iv)
|
The peer group selected for TSR is the Nasdaq Bank Index, as reported in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2022.
|
(v)
|
ROATCE measures how well the Corporation’s management is using its capital from investors to generate profits. It is computed by
dividing net earnings applicable to common shareholders by average tangible common shareholders’ equity. Goodwill, other intangible assets (i.e., intellectual property, licenses, patents, etc.), and unrealized gains and losses from
available for sale and held to maturity investments are excluded from the equity calculation. For incentive purposes, we adjust the ROATCE value, if applicable, to ensure that participants are neither rewarded nor penalized for items that
are non-recurring, unusual or not indicative of ongoing operations. See Appendix A of this Proxy Statement for information about how we calculated the ROATCE for incentive compensation purposes in 2022 and prior periods.
|
|
|
|
Company Selected Measure Name |
ROATCE adjusted
|
|
|
Named Executive Officers, Footnote [Text Block] |
(i)
|
For the years 2020, 2021 and 2022 our CEO was Mr. Alvarez. Non-CEO NEOs refers to our NEO other than the CEO. For the years 2021 and 2022 the Non-CEO NEOs were: Messrs. C. Vázquez, J. Ferrer, L. Soriano, and M. Chinea. For 2020 the Non-CEO NEOs
were: Messrs. C. Vázquez, J. Ferrer, L. Soriano, and E. Sepúlveda.
|
|
|
|
Peer Group Issuers, Footnote [Text Block] |
(iv)
|
The peer group selected for TSR is the Nasdaq Bank Index, as reported in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2022.
|
|
|
|
PEO Total Compensation Amount |
$ 6,323,708
|
$ 5,119,158
|
$ 4,782,575
|
PEO Actually Paid Compensation Amount |
$ 5,415,141
|
10,039,211
|
4,607,841
|
Adjustment To PEO Compensation, Footnote [Text Block] |
(iii)
|
The adjustments (exclusions and additions) made to the Summary Compensation Total (SCT) to calculate the Compensation Actually Paid
(CAP) amount are the following:
|
|
2022
|
|
|
$3,022,051
|
|
|
—
|
|
|
$2,113,484
|
|
|
$632,641
|
|
|
—
|
|
|
$422,340
|
|
|
2021
|
|
|
2,447,529
|
|
|
—
|
|
|
7,367,582
|
|
|
466,286
|
|
|
—
|
|
|
1,552,813
|
|
|
2020
|
|
|
2,590,598
|
|
|
—
|
|
|
2,415,864
|
|
|
505,119
|
|
|
$43,972
|
|
|
403,370
|
|
(a)
|
This column contains the required accounting representation of the annual change in present value of the pension benefit as of
December 31st. No additional pension benefits were earned in 2020-2022, as the Corporation’s defined benefit plans have been frozen since 2009. The increase in 2020 for Non-CEO NEOs was mainly due to a reduction in the discount rate used
for measuring plan liabilities and an increase in life expectancies. Present value for changes in pension value were determined using year-end Statement of Financial Accounting Standard Codification Topic 715 assumptions with the
following exception: payments are assumed to begin at the earliest possible retirement date at which benefits are unreduced (age 55 with 10 years of service).
|
(b)
|
The amounts deducted or added in calculating the equity award adjustments are as follows:
|
|
CEO
|
|
|
2022
|
|
|
$2,411,524
|
|
|
($886,692)
|
|
|
$46,593
|
|
|
$393,123
|
|
|
—
|
|
|
$148,936
|
|
|
$2,113,484
|
|
|
2021
|
|
|
3,411,525
|
|
|
3,250,920
|
|
|
41,414
|
|
|
540,836
|
|
|
—
|
|
|
122,887
|
|
|
7,367,582
|
|
|
2020
|
|
|
2,480,796
|
|
|
(29,935)
|
|
|
48,190
|
|
|
(187,517)
|
|
|
—
|
|
|
104,330
|
|
|
2,415,864
|
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 2,022,253
|
1,761,108
|
1,569,334
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,811,951
|
2,847,634
|
1,423,613
|
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
(iii)
|
The adjustments (exclusions and additions) made to the Summary Compensation Total (SCT) to calculate the Compensation Actually Paid
(CAP) amount are the following:
|
|
2022
|
|
|
$3,022,051
|
|
|
—
|
|
|
$2,113,484
|
|
|
$632,641
|
|
|
—
|
|
|
$422,340
|
|
|
2021
|
|
|
2,447,529
|
|
|
—
|
|
|
7,367,582
|
|
|
466,286
|
|
|
—
|
|
|
1,552,813
|
|
|
2020
|
|
|
2,590,598
|
|
|
—
|
|
|
2,415,864
|
|
|
505,119
|
|
|
$43,972
|
|
|
403,370
|
|
(a)
|
This column contains the required accounting representation of the annual change in present value of the pension benefit as of
December 31st. No additional pension benefits were earned in 2020-2022, as the Corporation’s defined benefit plans have been frozen since 2009. The increase in 2020 for Non-CEO NEOs was mainly due to a reduction in the discount rate used
for measuring plan liabilities and an increase in life expectancies. Present value for changes in pension value were determined using year-end Statement of Financial Accounting Standard Codification Topic 715 assumptions with the
following exception: payments are assumed to begin at the earliest possible retirement date at which benefits are unreduced (age 55 with 10 years of service).
|
(b)
|
The amounts deducted or added in calculating the equity award adjustments are as follows:
|
|
Non-CEO NEOs
|
|
|
2022
|
|
|
480,077
|
|
|
(204,643)
|
|
|
36,018
|
|
|
77,030
|
|
|
—
|
|
|
33,859
|
|
|
422,340
|
|
|
2021
|
|
|
632,752
|
|
|
715,636
|
|
|
30,061
|
|
|
145,043
|
|
|
—
|
|
|
29,322
|
|
|
1,552,813
|
|
|
2020
|
|
|
483,169
|
|
|
(17,930)
|
|
|
4,586
|
|
|
(94,676)
|
|
|
—
|
|
|
28,221
|
|
|
403,370
|
|
(A)
|
The values in this column reflect the fair value of a portion of a restricted stock award that was vested and withheld upon the
grant of such award to a retirement eligible NEO for purposes of satisfying applicable tax obligations of the retirement eligible NEO in connection with the restricted stock award.
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
Relation Between “Compensation Actually Paid” and Performance Measures
We believe the Pay versus Performance table above shows the alignment between compensation
actually paid to the NEOs and the Corporation’s performance, consistent with our compensation philosophy cited in our CD&A section titled “Highlights of Our 2022 Executive Compensation Program and Pay Decisions”. Particularly, a large portion
of the NEOs’ compensation is dependent on TSR performance and increased when our TSR performance increased but declined when our TSR performance declined.
Compensation Actually Paid vs. TSR
The graph below compares the Corporation's cumulative TSR to that of the Nasdaq Bank
Index, assuming an initial $100 investment on December 31, 2019 and the value at the end of 2020, 2021 and 2022, based on the respective stock prices and reinvestment of dividends. In addition, the graph below describes the 3-year (2020-2022)
relationship between the CEO and other Non-CEO NEOs compensation actually paid and the Corporation’s TSR.
|
|
|
Compensation Actually Paid vs. Net Income [Text Block] |
Relation Between “Compensation Actually Paid” and Performance Measures
We believe the Pay versus Performance table above shows the alignment between compensation
actually paid to the NEOs and the Corporation’s performance, consistent with our compensation philosophy cited in our CD&A section titled “Highlights of Our 2022 Executive Compensation Program and Pay Decisions”. Particularly, a large portion
of the NEOs’ compensation is dependent on TSR performance and increased when our TSR performance increased but declined when our TSR performance declined.
Compensation Actually Paid vs. Net Income
The graph below describes the 3-year (2020-2022) relationship between the CEO’s and other
Non-CEO NEOs’ compensation actually paid and the Corporation’s net income. Note that, for incentive purposes, we use GAAP after-tax net income adjusted, if applicable, for non-recurring or unusual items that do not reflect the underlying
performance of our ongoing operations. See Appendix A of this Proxy Statement for information about how we calculated net income for incentive compensation purposes in 2022 and prior periods.
|
|
|
Compensation Actually Paid vs. Company Selected Measure [Text Block] |
Relation Between “Compensation Actually Paid” and Performance Measures
We believe the Pay versus Performance table above shows the alignment between compensation
actually paid to the NEOs and the Corporation’s performance, consistent with our compensation philosophy cited in our CD&A section titled “Highlights of Our 2022 Executive Compensation Program and Pay Decisions”. Particularly, a large portion
of the NEOs’ compensation is dependent on TSR performance and increased when our TSR performance increased but declined when our TSR performance declined.
Compensation Actually Paid vs. ROATCE (adjusted)
The graph below describes the 3-year (2020-2022) relationship between the CEO’s and other
Non-CEO NEOs’ compensation actually paid and the Corporation’s adjusted ROATCE. See Appendix A of this Proxy Statement for information about how we calculated the ROATCE for incentive compensation purposes in 2022 and prior periods.
|
|
|
Total Shareholder Return Vs Peer Group [Text Block] |
Relation Between “Compensation Actually Paid” and Performance Measures
We believe the Pay versus Performance table above shows the alignment between compensation
actually paid to the NEOs and the Corporation’s performance, consistent with our compensation philosophy cited in our CD&A section titled “Highlights of Our 2022 Executive Compensation Program and Pay Decisions”. Particularly, a large portion
of the NEOs’ compensation is dependent on TSR performance and increased when our TSR performance increased but declined when our TSR performance declined.
Compensation Actually Paid vs. TSR
The graph below compares the Corporation's cumulative TSR to that of the Nasdaq Bank
Index, assuming an initial $100 investment on December 31, 2019 and the value at the end of 2020, 2021 and 2022, based on the respective stock prices and reinvestment of dividends. In addition, the graph below describes the 3-year (2020-2022)
relationship between the CEO and other Non-CEO NEOs compensation actually paid and the Corporation’s TSR.
|
|
|
Tabular List [Table Text Block] |
The following were the most important financial performance measures, as determined by the
Corporation, that link compensation actually paid to our CEO and Non-CEO NEOs to the Corporation’s performance for the most recently completed fiscal year:
|
|
|
|
Net Income
|
|
|
|
|
|
|
|
|
Total Shareholder Return (TSR)
|
|
|
|
|
|
|
|
|
Return on Average Tangible Common Equity (ROATCE – adjusted)
|
|
|
|
|
|
|
|
Total Shareholder Return Amount |
$ 124.26
|
149.29
|
100.16
|
Peer Group Total Shareholder Return Amount |
110.67
|
132.19
|
92.5
|
Net Income (Loss) |
$ 1,102,641,000
|
$ 934,889,000
|
$ 506,622,000
|
Company Selected Measure Amount |
15.47
|
18.47
|
10.9
|
PEO Name |
Mr. Alvarez
|
Mr. Alvarez
|
Mr. Alvarez
|
Measure [Axis]: 1 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Net Income
|
|
|
Measure [Axis]: 2 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Total Shareholder Return (TSR)
|
|
|
Measure [Axis]: 3 |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Measure Name |
Return on Average Tangible Common Equity (ROATCE – adjusted)
|
|
|
Non-GAAP Measure Description [Text Block] |
(v)
|
ROATCE measures how well the Corporation’s management is using its capital from investors to generate profits. It is computed by
dividing net earnings applicable to common shareholders by average tangible common shareholders’ equity. Goodwill, other intangible assets (i.e., intellectual property, licenses, patents, etc.), and unrealized gains and losses from
available for sale and held to maturity investments are excluded from the equity calculation. For incentive purposes, we adjust the ROATCE value, if applicable, to ensure that participants are neither rewarded nor penalized for items that
are non-recurring, unusual or not indicative of ongoing operations. See Appendix A of this Proxy Statement for information about how we calculated the ROATCE for incentive compensation purposes in 2022 and prior periods.
|
|
|
|
PEO [Member] | Stock Awards Excluded from SCT [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
$ 3,022,051
|
$ 2,447,529
|
$ 2,590,598
|
PEO [Member] | Change in Pension Value Excluded from SCT [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
0
|
PEO [Member] | Value of Stock Awards Added to CAP Amount [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
2,113,484
|
7,367,582
|
2,415,864
|
PEO [Member] | Year-end Fair Value of Equity Awards Granted During the Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
2,411,524
|
3,411,525
|
2,480,796
|
PEO [Member] | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
(886,692)
|
3,250,920
|
(29,935)
|
PEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
46,593
|
41,414
|
48,190
|
PEO [Member] | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
393,123
|
540,836
|
(187,517)
|
PEO [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
0
|
PEO [Member] | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
148,936
|
122,887
|
104,330
|
Non-PEO NEO [Member] | Stock Awards Excluded from SCT [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
632,641
|
466,286
|
505,119
|
Non-PEO NEO [Member] | Change in Pension Value Excluded from SCT [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
43,972
|
Non-PEO NEO [Member] | Value of Stock Awards Added to CAP Amount [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
422,340
|
1,552,813
|
403,370
|
Non-PEO NEO [Member] | Year-end Fair Value of Equity Awards Granted During the Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
480,077
|
632,752
|
483,169
|
Non-PEO NEO [Member] | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
(204,643)
|
715,636
|
(17,930)
|
Non-PEO NEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
36,018
|
30,061
|
4,586
|
Non-PEO NEO [Member] | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
77,030
|
145,043
|
(94,676)
|
Non-PEO NEO [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
0
|
Non-PEO NEO [Member] | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member] |
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
Adjustment to Compensation Amount |
$ 33,859
|
$ 29,322
|
$ 28,221
|